8-K
FG Nexus Inc. (FGNX)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): August 10, 2023
FG
FINANCIAL GROUP, INC.
(Exactname of registrant as specified in its charter)
| Nevada | 001-36366 | 46-1119100 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
104S. Walnut Street, Unit 1A, Itasca, IL 60143
(Addressof principal executive offices, including Zip Code)
(847)773-1665
(Registrant’stelephone number, including area code)
360Central Avenue, Suite 800, St. Petersburg, FL 33701
(Formername or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value per share | FGF | The<br> Nasdaq Stock Market LLC |
| 8.00%<br> Cumulative Preferred Stock, Series A, $25.00 par value per share | FGFPP | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition
On August 10, 2023, FG Financial Group, Inc. announced its second quarter 2023 financial results. Attached as Exhibit 99.1 is a copy of the press release.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall not be deemed to be “`filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 99.1 | Press Release Issued by FG Financial Group, Inc. on August 10, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FG FINANCIAL GROUP, INC. | ||
|---|---|---|
| Date:<br> August 10, 2023 | By: | /s/ Hassan R. Baqar |
| Name: | Hassan<br> R. Baqar | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
FGFinancial Group, Inc. Reports Second Quarter 2023 Financial Results
08/xx/2023
FG Financial Group Continues to Achieve Increase in Net Reinsurance Premiums
Earned, Net Investment Income, and Sees Progress in Strategic Merchant Banking
ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the second quarter and six months ended June 30, 2023. FG Financial is a reinsurance and asset management holding company focused on collateralized and loss-capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global^®^, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors.
FG Financial Group CEO Larry Swets, Jr. commented, “The Company continued to achieve solid progress during the quarter executing our strategy of identifying asymmetric risk/reward opportunities and patiently allocating capital to drive long-term returns for our shareholders. Our reinsurance division continued to build its differentiated and flexible reinsurance model, generating increased net premiums earned as we deployed capital to highly structured loss-capped contracts. We are also focused on broadening our revenue base with no-downside, fee-based revenue through our FG RE Solutions unit and we see the opportunity for substantial long-term growth as the range of joint-ventures and structures expands. Our merchant banking division has established an extraordinary portfolio of businesses across attractive end markets. This quarter, FG Acquisition Corp. announced a business combination with ThinkMarkets, an online and leveraged trading multi-asset brokerage with established global partnerships and a scalable business model. Additionally, FG Merger Corp.’s merger agreement with iCoreConnect Inc., a cloud-based SaaS company bringing much needed workflow efficiencies to the dental and medical industries, continues to progress. As we look to the second half of the year, we are optimistic about the opportunities ahead of us and will continue to execute our strategy to drive long-term returns for our shareholders.”
FG Financial Group Chairman Kyle Cerminara, added, “We are pleased with the progress made in the first half of this year. Our merchant banking division continues to build Craveworthy, a growing restaurant brand platform made up of diverse, relevant and highly scalable brands, as well as FG Communities which owns and operates an attractive portfolio of manufactured housing communities. Furthermore, we are leveraging our deep experience in the SPAC industry to introduce innovative deal structures that make sense for both our companies and a broader base of investors. We look forward to continuing to execute our strategy in 2023 and beyond as we identify opportunities with the aim of building long-term shareholder value.”
Select2023 Second Quarter Results and Six Months Financial Results and Highlights
FG Financial Group’s 2023 second quarter and six-month financial results included:
| ● | Net<br> reinsurance premiums earned increased to $3.7 million for the three months ended June 30, 2023, from $3.0 million in the second quarter<br> of the prior year. Net reinsurance premiums for the six months ended June 30, 2023, increased to $7.3 million from $5.4 million in<br> the six months ended June 30, 2022. The increase in reinsurance premiums was due primarily to the additional reinsurance agreement<br> entered into with Funds at Lloyds to cover risks written by the syndicate during the calendar year 2023. |
|---|---|
| ● | Net<br> investment loss for the three months ended June 30, 2023, decreased to $1.5 million compared to a net investment loss of $3.7 million<br> in the second quarter of the prior year. Net investment income for the six months ended June 30, 2023, increased to $1.3 million<br> from a loss of $6.1 million in the six months ended June 30, 2022. |
| ● | The<br> Company paid the 8% Series A Preferred Share dividend of $0.45 million, or $0.50 per share, which represents the Company’s<br> 21st consecutive quarter of paying the full dividend due on the 8% Series A Preferred Shares since their issuance in February 2018. |
| ● | General<br> and administrative expense was $2.3 million and $4.9 million for the three and six months ended June 30, 2023, respectively, as compared<br> to $2.3 million and $4.0 million for the same periods in the prior year, respectively. The increase was primarily related to an increase<br> in non-cash stock compensation expense. |
Net loss attributable to common shareholders for the second quarter of 2023 decreased to $3.4 million, or $(0.35) per fully diluted share, compared to a loss of $5.9 million, or $(0.87) per fully diluted share for the second quarter of 2022. Net loss attributable to common shareholders for the six month period ended June 30, 2023, was $2.5 million, decreasing by 76% compared to a loss of $10.2 million, or $(1.55) per fully diluted share, for the six month period ended June 30, 2022.
BalanceSheet Highlights
As of June 30, 2023, FG Financial Group’s key balance sheet items included:
| ● | Cash<br> and cash equivalents of $3.0 million. |
|---|---|
| ● | Investment<br> holdings totaling $25.8 million, including directly or indirectly held investments in OppFi, holdings under the Company’s Merchant<br> Banking Platform for FG Merger Corp. and FG Acquisition Corp., and other investments. |
| ● | Total<br> shareholders’ equity of $37.0 million, an increase of $9.3 million from $27.7 million at June 30, 2022. |
FGFinancial Group, Inc.
FG Financial Group, Inc. is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global^®^, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors. The Company’s principal business operations are conducted through its subsidiaries and affiliates.
ForwardLooking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: risks associated with our inability to identify and realize business opportunities, and the undertaking of any new such opportunities; general conditions in the global economy, our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our investment and investment management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); potential loss of value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated with our related party transactions and investments; and risks associated with our investments in SPACs, including the failure of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.
INVESTORRELATIONS:
IMS Investor Relations
John Nesbett/Jennifer Belodeau
(203) 972-9200
IR@fgfinancial.com
FGFINANCIAL GROUP, INC.
ConsolidatedBalance Sheets
($in thousands, except per share data)
| December 31,<br> <br>2022 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Equity securities, at fair value (cost basis of 1,916 and 889, respectively) | 1,783 | $ | 841 | ||
| Other investments | 23,994 | 24,839 | |||
| Cash and cash equivalents | 2,962 | 3,010 | |||
| Deferred policy acquisition costs | 1,231 | 1,527 | |||
| Reinsurance balances receivable (net of current expected losses allowance of 84 and zero, respectively) | 10,608 | 9,269 | |||
| Funds deposited with reinsured companies | 6,667 | 9,277 | |||
| Other assets | 1,321 | 712 | |||
| Total assets | 48,566 | $ | 49,475 | ||
| LIABILITIES | |||||
| Loss and loss adjustment expense reserves | 4,665 | $ | 4,409 | ||
| Unearned premium reserves | 6,270 | 6,823 | |||
| Accounts payable and accrued expenses | 508 | 723 | |||
| Other liabilities | 116 | 225 | |||
| Total liabilities | 11,559 | $ | 12,180 | ||
| SHAREHOLDERS’ EQUITY | |||||
| Series A Preferred Shares, 25.00 par and liquidation value, 1,000,000 shares authorized; 894,580 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 22,365 | $ | 22,365 | ||
| Common stock, 0.001 par value; 100,000,000 shares authorized; 10,303,739 and 9,410,473 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 10 | 9 | |||
| Additional paid-in capital | 52,302 | 50,021 | |||
| Accumulated deficit | (37,670 | ) | (35,100 | ) | |
| Total shareholders’ equity | 37,007 | 37,295 | |||
| Total liabilities and shareholders’ equity | 48,566 | $ | 49,475 |
All values are in US Dollars.
FGFINANCIAL GROUP, INC.
ConsolidatedStatements of Operations
($in thousands, except per share data)
(Unaudited)
| Three months ended<br><br> <br>June 30, | Six months ended<br><br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | **** | 2022 | **** | 2023 | **** | 2022 | **** | |||||
| Revenue: | ||||||||||||
| Net<br> premiums earned | $ | 3,685 | $ | 2,953 | $ | 7,342 | $ | 5,426 | ||||
| Net<br> investment (loss) income | (1,529 | ) | (3,714 | ) | 1,311 | (6,059 | ) | |||||
| Other<br> income | 30 | 26 | 60 | 50 | ||||||||
| Total<br> revenue | 2,186 | (735 | ) | 8,713 | (583 | ) | ||||||
| Expenses: | ||||||||||||
| Net<br> losses and loss adjustment expenses | 1,960 | 1,868 | 3,876 | 3,391 | ||||||||
| Amortization<br> of deferred policy acquisition costs | 817 | 606 | 1,529 | 1,318 | ||||||||
| General<br> and administrative expenses | 2,332 | 2,269 | 4,881 | 4,009 | ||||||||
| Total<br> expenses | 5,109 | 4,743 | 10,286 | 8,718 | ||||||||
| Net<br> loss | $ | (2,923 | ) | $ | (5,478 | ) | $ | (1,573 | ) | $ | (9,301 | ) |
| Dividends<br> declared on Series A Preferred Shares | 444 | 447 | 891 | 894 | ||||||||
| Loss<br> attributable to FG Financial Group, Inc. common shareholders | $ | (3,367 | ) | $ | (5,925 | ) | $ | (2,464 | ) | $ | (10,195 | ) |
| Basic<br> and diluted net loss per common share: | $ | (0.35 | ) | $ | (0.87 | ) | $ | (0.26 | ) | $ | (1.55 | ) |
| Weighted<br> average common shares outstanding: | ||||||||||||
| Basic<br> and diluted | 9,704,893 | 6,775,501 | 9,564,225 | 6,589,296 |