FG Financial (FGF) - 2023 Q4 - Annual Report

Part I Business Fundamental Global Inc. is a diversified holding company in reinsurance, merchant banking, and asset management, recently completing an all-stock merger - On February 29, 2024, FG Financial Group, Inc. completed an all-stock merger with FG Group Holdings, Inc., renaming to Fundamental Global Inc[14][15] - Post-merger, D. Kyle Cerminara was appointed CEO and Mark D. Roberson CFO, while former executives will lead merchant banking and SPAC businesses[17][18] - The company operates as a diversified holding company with divisions in insurance, reinsurance, asset management, and a SPAC Platform/merchant banking[23][25][29] - As of December 31, 2023, FG Financial Holdings, LLC and affiliates beneficially owned approximately 54.6% of the company's common stock[20] - As of December 31, 2023, the company had six employees and no collective bargaining agreements[32] Risk Factors The company faces significant operational, investment, regulatory, and governance risks, including limited reinsurance history, SPAC investment volatility, and cybersecurity threats - The company's limited operating history in reinsurance may hinder business attraction and competition against larger reinsurers[34][35] - The highly cyclical and competitive reinsurance market poses risks from major reinsurers and unfavorable premium rates[39][41] - Investments in SPACs carry high risk, including potential total loss if a business combination is not completed[59][60] - The company risks classification as an investment company under the Investment Company Act of 1940, leading to restrictive regulations[66][67] - FG Financial Holdings, LLC and affiliates control approximately 54.6% of common stock, enabling substantial influence over stockholder votes[83] - Potential conflicts of interest arise from directors and officers serving in similar roles for affiliated entities, including the controlling stockholder[85][86] - High dependency on IT systems exposes the business to cyber-attacks and security breaches, risking operational disruptions and financial loss[81][82] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[94] Cybersecurity The company manages cybersecurity through risk assessments, training, and third-party specialists, with no material incidents reported to date - The company's cybersecurity risk management includes regular assessments, employee training, incident response exercises, and cybersecurity insurance[96] - A third-party specialist assists in identifying, assessing, mitigating, and remediating cybersecurity risks within the network and with third-party providers[96] - The Audit Committee and Board oversee cybersecurity risk assessment and the annual enterprise risk assessment[99] - To date, the Company has not experienced any material cybersecurity incidents[99] Properties The company's executive offices are located in Itasca, IL, under a lease expiring in December 2025, deemed suitable for current operations - The company's executive offices in Itasca, IL, are leased until December 2025, with expected minimum rent of $21,000 over the next twelve months[100] Legal Proceedings As of December 31, 2023, the company was not party to any material legal proceedings or aware of any threatened claims - The Company was not a party to any legal proceedings or aware of any material claims pending or threatened as of December 31, 2023[101] Mine Safety Disclosures This section is not applicable to the company - Not applicable[102] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common and preferred stock trade on Nasdaq, with no common stock dividends planned, but regular dividends intended for Series A Preferred Stock - The company's common stock trades on Nasdaq under "FGF", and Series A Preferred Stock under "FGFPP"[103] - As of December 31, 2023, 10,558,931 common shares were outstanding, held by 9 stockholders of record[103] - The company has not paid common stock dividends and plans to retain earnings, but intends to pay regular quarterly dividends on its 8.00% Cumulative Preferred Stock, Series A[104][105] Reserved This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and results, highlighting the FGH merger, critical accounting estimates, and a significant increase in net income for 2023 Analysis of Financial Condition As of December 31, 2023, total assets increased to $65.7 million, driven by reinsurance balances, while liabilities and shareholders' equity also grew due to new contracts and net income Comparison of Balance Sheet Items (in thousands) | Balance Sheet Item | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $65,736 | $49,475 | | Reinsurance balances receivable | $21,571 | $9,269 | | Total Liabilities | $23,244 | $12,180 | | Loss and loss adjustment expense reserves | $9,016 | $4,409 | | Total Shareholders' Equity | $42,492 | $37,295 | - Equity method investments totaled $23.5 million as of December 31, 2023, with portfolio composition changes due to the wind-down of FG Special Situations Fund, LP[133][135] - As of December 31, 2023, the company had federal NOL carryforwards of approximately $24.4 million and capital loss carryforwards of $11.3 million, with a full valuation allowance against deferred tax assets[143][292] Reconciliation of Shareholders' Equity (in thousands) | | Preferred Shares Outstanding | Common Shares Outstanding | Total Shareholders' Equity | | :--- | :--- | :--- | :--- | | Balance, Dec 31, 2022 | 894,580 | 9,410,473 | $37,295 | | Net income | – | – | $3,845 | | Stock compensation | – | 255,193 | $1,964 | | Issuance of common stock | – | 893,265 | $1,280 | | Dividends on Preferred Stock | – | – | ($1,786) | | Balance, Dec 31, 2023 | 894,580 | 10,558,931 | $42,492 | Results of Operations For 2023, net income significantly improved to $3.8 million from $1.1 million in 2022, driven by increased revenue from premiums and investment income, despite higher expenses Results of Operations Comparison (in thousands) | | 2023 | 2022 | | :--- | :--- | :--- | | Net premiums earned | $16,631 | $12,998 | | Net investment income | $9,798 | $6,777 | | Total revenue | $26,842 | $20,095 | | Net losses and loss adjustment expenses | $9,713 | $7,484 | | General and administrative expenses | $9,661 | $8,354 | | Total expenses | $22,997 | $19,007 | | Net income | $3,845 | $1,088 | - The increase in net premiums earned was primarily due to additional reinsurance agreements signed during 2023[149] - General and administrative expenses increased by $1.3 million, mainly due to a $1.7 million rise in stock compensation expense, with $1.8 million paid to affiliate FGM in both years[152][154] Income (Loss) Per Common Share (in thousands, except per share data) | | 2023 | 2022 | | :--- | :--- | :--- | | Net income from continuing operations | $3,845 | $1,088 | | Dividends on Series A Preferred Shares | ($1,786) | ($1,789) | | Income (loss) attributable to common shareholders | $2,059 | ($701) | | Weighted average common shares | 9,991,980 | 8,030,106 | | Income (loss) per common share | $0.21 | ($0.09) | Liquidity and Capital Resources The company's liquidity is managed through operations and stock sales, with net cash used by operating activities significantly improving to $4.2 million in 2023 Summary of Consolidated Cash Flows (in thousands) | Summary of Cash Flows | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used by operating activities | ($4,215) | ($11,022) | | Net cash provided (used) by investing activities | $4,107 | ($3,453) | | Net cash (used) provided by financing activities | ($506) | $1,943 | | Net decrease in cash and cash equivalents | ($614) | ($12,532) | | Cash and cash equivalents – end of period | $2,396 | $3,010 | Quantitative and Qualitative Disclosure About Market Risk This section is not applicable to the company - Not applicable[165] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for 2023 and 2022, including balance sheets, statements of operations, equity, and cash flows, along with detailed notes - The auditor's report from BDO USA, P.C. expresses an unqualified opinion on the fair presentation of consolidated financial statements in conformity with U.S. GAAP[170] - The auditor identified two critical audit matters: estimation of Loss and Loss Adjustment Expense Reserves and valuation of certain Equity Method Investments[176][178] Consolidated Financial Statements The consolidated financial statements for 2023 show total assets of $65.7 million, total liabilities of $23.2 million, and net income of $3.8 million, reflecting significant growth from 2022 Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $65,736 | $49,475 | | Total Liabilities | $23,244 | $12,180 | | Total Shareholders' Equity | $42,492 | $37,295 | Consolidated Statement of Operations Highlights (in thousands) | | Year ended Dec 31, 2023 | Year ended Dec 31, 2022 | | :--- | :--- | :--- | | Total Revenue | $26,842 | $20,095 | | Total Expenses | $22,997 | $19,007 | | Net Income | $3,845 | $1,088 | Consolidated Statement of Cash Flows Highlights (in thousands) | | Year ended Dec 31, 2023 | Year ended Dec 31, 2022 | | :--- | :--- | :--- | | Net cash used by operating activities | ($4,215) | ($11,022) | | Net cash provided (used) by investing activities | $4,107 | ($3,453) | | Net cash (used) provided by financing activities | ($506) | $1,943 | Notes to the Consolidated Financial Statements The notes detail accounting policies, investment valuations, loss reserves, income taxes, equity plans, related party transactions, and segment reporting for the company's Insurance and Asset Management segments - The company operates in two segments: Insurance and Asset Management, with Insurance generating $9.9 million pre-tax income on $26.3 million revenue in 2023[339][341] - Significant related party transactions include a Shared Services Agreement with Fundamental Global Management, LLC, costing $1.825 million in both 2023 and 2022[325][327] Loss and Loss Adjustment Expense Reserve Activity (in thousands) | | 2023 | 2022 | | :--- | :--- | :--- | | Balance, beginning of period | $4,409 | $2,133 | | Incurred - Current year | $8,487 | $6,628 | | Incurred - Prior year | $1,226 | $856 | | Paid - Current year | ($3,803) | ($3,822) | | Paid - Prior years | ($1,303) | ($1,386) | | Balance, end of period | $9,016 | $4,409 | - As of December 31, 2023, 1,176,108 potentially dilutive securities were outstanding but excluded from diluted EPS due to their anti-dilutive effect[330][331] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[345] Controls and Procedures As of December 31, 2023, management concluded that the company's disclosure controls and internal control over financial reporting were effective, with no material changes during the year - Management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2023[346] - Based on the COSO 2013 framework, management concluded that internal control over financial reporting was effective as of December 31, 2023[348] - No material changes to internal control over financial reporting occurred during the year ended December 31, 2023[351] Other Information The company reports no other information for this item - None[352] Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This section is not applicable to the company - None[353] Part III Directors, Executive Officers, and Corporate Governance This section details the company's leadership and governance, including the post-merger board expansion, controlled company status, committee structure, and board diversity - Following the February 29, 2024 merger, the Board expanded to seven directors, with D. Kyle Cerminara appointed CEO and Chairman, and Mark D. Roberson CFO[354][356] - The company is a "controlled company" under Nasdaq rules due to FG and affiliates owning approximately 54.6% of common stock, but has not used governance exemptions[387] - The Board maintains three standing committees: Audit, Compensation and Management Resources, and Nominating and Corporate Governance, with updated compositions post-merger[396][397] - The Audit Committee assesses cybersecurity and IT risks, with the Board receiving periodic reports on the cybersecurity program[393] Board Diversity Matrix (as of March 14, 2024) | Category | Count | | :--- | :--- | | Total Directors | 7 | | Female | 1 | | Male | 6 | | African American or Black | 1 | | White | 6 | | Persons with Disabilities | 1 | Executive Compensation This section details 2023 executive compensation for NEOs, including total compensation for Larry G. Swets, Jr. and Hassan R. Baqar, and outlines equity incentive and director compensation plans 2023 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Larry G. Swets, Jr. (President & CEO) | 2023 | 550,000 | 60,623 | 610,623 | | Hassan R Baqar (EVP & CFO) | 2023 | – | 480,000 | 480,000 | - Mr. Baqar's compensation was paid to Sequoia Financial LLC under a management services agreement at $40,000 per month[420][424] - On February 17, 2023, the company granted 370,000 RSUs to Mr. Swets, which fully vested on the first anniversary of the grant date[302][422] 2023 Non-Employee Director Compensation | Non-Employee Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | D. Kyle Cerminara | 62,500 | 112,500 | 175,000 | | Rita Hayes | 26,000 | 76,000 | 102,000 | | Richard E. Govignon, Jr. | 26,000 | 76,000 | 102,000 | | E. Gray Payne | 31,000 | 81,000 | 112,000 | | Scott D. Wollney | 34,500 | 84,500 | 119,000 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership of common stock as of March 14, 2024, with Fundamental Global GP, LLC and D. Kyle Cerminara as significant holders, and includes equity compensation plan information Beneficial Ownership as of March 14, 2024 | Name of Beneficial Owner | Number of Shares | Percentage of Shares | | :--- | :--- | :--- | | Fundamental Global GP, LLC | 8,049,136 | 28.37% | | D. Kyle Cerminara (CEO, Chairman) | 8,824,316 | 31.02% | | Current Executive Officers and Directors as a Group (8 individuals) | 10,204,287 | 35.97% | Equity Compensation Plan Information as of December 31, 2023 | Plan Category | Securities to be issued upon exercise (a) | Securities remaining available for future issuance (c) | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 1,151,107 | 698,070 | Certain Relationships and Related Transactions, and Director Independence The company discloses related party transactions, including a $1.825 million Shared Services Agreement with Fundamental Global Management, LLC, and details director independence - The company paid Fundamental Global Management, LLC, an affiliate of its largest shareholder, approximately $1.825 million annually for shared services in both 2023 and 2022[473][475] - The company maintains relationships and investments with affiliated entities, including FG Merchant Partners and FG Communities, where directors and officers have interests[467][469][471][472] - The Board determined that four of its members serving during 2023 were "independent directors" under Nasdaq rules[478] Principal Accountant Fees and Services This section details fees paid to BDO, the independent auditor, totaling $350,881 in 2023, an increase from 2022, all pre-approved audit fees Accountant Fees (BDO) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $350,881 | $313,832 | | Audit-related fees | — | — | | Tax fees | — | — | | All other fees | — | — | | Total | $350,881 | $313,832 | Part IV Exhibits and Financial Statement Schedules This section lists documents filed as part of the Form 10-K, including consolidated financial statements and a comprehensive list of exhibits - The filing includes the consolidated financial statements and the independent auditor's report[484] - A detailed list of exhibits is provided, incorporating by reference documents and including newly filed items[483][486] Form 10-K Summary The company reports no summary for this item - None[489]