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 March 31, 2022
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 organization) | (I.R.S. Employer Identification No.) |
360 Central Avenue, Suite 800, St. Petersburg, FL33701
(Address of principal executive offices and zip code)
727-304-5666
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer | ☒ | Smaller Reporting Company ☒ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock as of August 11, 2021May 13, 2022 was .
Table of Contents
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FG FINANCIAL GROUP, INC.
Consolidated Balance Sheets
($ in thousands, except share and per share data)
| June 30, 2021 (unaudited) | December 31, 2020 | March 31, 2022 (unaudited) | December 31, 2021 | |||||||||||||
| ASSETS | ||||||||||||||||
| Equity securities, at fair value (cost basis of $27,110 and $24,763, respectively) (includes $11,479 and $4,013 held by the Company’s consolidated VIE, respectively) | $ | 17,467 | $ | 12,554 | ||||||||||||
| Equity securities, at fair value (cost basis of $11,367 and $14,495, respectively) | $ | 1,067 | $ | 1,421 | ||||||||||||
| Other investments | 6,709 | 5,334 | 14,633 | 14,040 | ||||||||||||
| Cash and cash equivalents (includes $805 and $987 held by the Company’s consolidated VIE, respectively) | 10,431 | 12,132 | ||||||||||||||
| Cash and cash equivalents | 8,501 | 15,542 | ||||||||||||||
| Deferred policy acquisition costs | 699 | 786 | ||||||||||||||
| Reinsurance balances receivable | 3,773 | 3,853 | ||||||||||||||
| Funds deposited with reinsured companies | 2,718 | 2,444 | 4,442 | 4,442 | ||||||||||||
| Current income taxes recoverable | 1,471 | 1,724 | ||||||||||||||
| Reinsurance balances receivable | 2,235 | – | ||||||||||||||
| Deferred policy acquisition costs | 837 | – | ||||||||||||||
| Other assets | 824 | 517 | 2,529 | 745 | ||||||||||||
| Total assets | $ | 42,692 | $ | 34,705 | $ | 35,644 | $ | 40,829 | ||||||||
| LIABILITIES | ||||||||||||||||
| Loss and loss adjustment expense reserves | $ | 678 | $ | – | $ | 1,955 | $ | 2,133 | ||||||||
| Unearned premium reserves | 2,529 | – | 3,238 | 3,610 | ||||||||||||
| Accounts payable | 447 | 455 | 598 | 502 | ||||||||||||
| Other liabilities | 48 | 57 | 51 | 575 | ||||||||||||
| Total liabilities | $ | 3,702 | $ | 512 | $ | 5,842 | $ | 6,820 | ||||||||
| Commitments and contingencies (Note 12) | - | |||||||||||||||
| Commitments and contingencies (Note 10) | - | |||||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||||||
| Series A Preferred Shares, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | $ | 22,365 | $ | 17,500 | ||||||||||||
| Common stock, $ par value; shares authorized; and shares issued as of June 30, 2021 and December 31, 2020, respectively, and and shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 6 | 6 | ||||||||||||||
| Series A Preferred Shares, $ par and liquidation value, shares authorized; shares issued and outstanding as of March 31, 2022 and December 31, 2021 | $ | 22,365 | $ | 22,365 | ||||||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 7 | 6 | ||||||||||||||
| Additional paid-in capital | 46,664 | 47,065 | 46,099 | 46,037 | ||||||||||||
| Accumulated deficit | (25,183 | ) | (24,193 | ) | (38,669 | ) | (34,399 | ) | ||||||||
| Less: treasury stock at cost; shares for both periods | (6,185 | ) | (6,185 | ) | ||||||||||||
| Total shareholders’ equity attributable to FG Financial Group, Inc. | 37,667 | 34,193 | ||||||||||||||
| Noncontrolling interests | 1,323 | – | ||||||||||||||
| Total shareholders’ equity | 38,990 | 34,193 | 29,802 | 34,009 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 42,692 | $ | 34,705 | $ | 35,644 | $ | 40,829 | ||||||||
See accompanying notes to consolidated financial statements
| 3 |
FG FINANCIAL GROUP, INC.
Consolidated Statements of Operations
($ in thousands, except share and per share data)
(Unaudited)
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | Three months ended March 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Net premiums earned | $ | 937 | $ | – | $ | 1,122 | $ | – | $ | 2,473 | $ | 185 | ||||||||||||
| Net investment income (loss) | 2,241 | (571 | ) | 4,091 | (9,277 | ) | (2,346 | ) | 1,850 | |||||||||||||||
| Other income | 24 | 25 | 79 | 54 | 25 | 55 | ||||||||||||||||||
| Total revenue | 3,202 | (546 | ) | 5,292 | (9,223 | ) | 152 | 2,090 | ||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Net losses and loss adjustment expenses | 729 | – | 835 | – | 1,524 | 106 | ||||||||||||||||||
| Amortization of deferred policy acquisition costs | 374 | – | 431 | – | 712 | 57 | ||||||||||||||||||
| General and administrative expenses | 1,659 | 1,505 | 3,698 | 2,310 | 1,739 | 2,039 | ||||||||||||||||||
| Total expenses | 2,762 | 1,505 | 4,964 | 2,310 | 3,975 | 2,202 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 440 | (2,051 | ) | 328 | (11,533 | ) | ||||||||||||||||||
| Income tax expense (benefit) | – | 520 | – | (665 | ) | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 440 | $ | (2,571 | ) | $ | 328 | $ | (10,868 | ) | ||||||||||||||
| Discontinued operations (Note 4): | ||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (3,823 | ) | (112 | ) | ||||||||||||||||||||
| Income tax benefit | – | – | ||||||||||||||||||||||
| Net loss from continuing operations | $ | (3,823 | ) | $ | (112 | ) | ||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||
| Gain from sale of the Maison Business, net of taxes | – | – | 145 | – | – | 145 | ||||||||||||||||||
| Net income (loss) | 440 | (2,571 | ) | 473 | (10,868 | ) | (3,823 | ) | 33 | |||||||||||||||
| Gain attributable to noncontrolling interests | 667 | – | 666 | – | ||||||||||||||||||||
| Loss attributable to noncontrolling interests | – | (1 | ) | |||||||||||||||||||||
| Dividends declared on Series A Preferred Shares | 447 | 350 | 797 | 700 | 447 | 350 | ||||||||||||||||||
| Loss attributable to FG Financial Group, Inc. common shareholders | $ | (674 | ) | $ | (2,921 | ) | $ | (990 | ) | $ | (11,568 | ) | $ | (4,270 | ) | $ | (316 | ) | ||||||
| Basic and diluted net income (loss) per common share: | ||||||||||||||||||||||||
| Continuing operations | $ | (0.13 | ) | $ | (0.48 | ) | $ | (0.23 | ) | $ | (1.91 | ) | $ | (0.66 | ) | $ | (0.09 | ) | ||||||
| Discontinued operations | – | – | 0.03 | �� | – | 0.03 | ||||||||||||||||||
| Earnings Per Share, Basic and Diluted | $ | (0.13 | ) | $ | (0.48 | ) | $ | (0.20 | ) | $ | (1.91 | ) | ||||||||||||
| $ | (0.66 | ) | (0.06 | ) | ||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||
| Basic and diluted | 5,010,377 | 6,068,106 | 5,001,731 | 6,067,975 | 6,477,568 | 4,992,989 | ||||||||||||||||||
See accompanying notes to consolidated financial statements
| 4 |
FG FINANCIAL GROUP, INC.
Consolidated Statements of Shareholders’ Equity
(Unaudited)
($ in thousands)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Inc. | Interests | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Inc. | Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Paid-in | Accumulated | Total Shareholders’ Equity attributable to FG Financial Group, | Non-controlling | Preferred Stock | Common Stock | Treasury Stock | Paid-in | Accumulated | Total Shareholders’ Equity attributable to FG Financial | Non- controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Inc. | Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2020 | 700,000 | $ | 17,500 | 6,065,948 | $ | 6 | 151,359 | $ | (1,009 | ) | $ | 46,754 | $ | (336 | ) | $ | 62,915 | $ | – | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Share issuance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Share issuance, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | – | – | 2,158 | – | – | – | 52 | – | 52 | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on Series A Preferred Shares ($ per share) | – | – | – | – | – | – | – | (350 | ) | (350 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interests issued for contributed cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (8,297 | ) | (8,297 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | 700,000 | $ | 17,500 | 6,068,106 | $ | 6 | 151,359 | $ | (1,009 | ) | $ | 46,806 | $ | (8,983 | ) | $ | 54,320 | $ | – | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | – | – | – | – | – | – | 52 | – | 52 | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on Series A Preferred Shares ($ per share) | – | – | – | – | – | – | – | (350 | ) | (350 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (2,571 | ) | (2,571 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2020 | 700,000 | $ | 17,500 | 6,068,106 | $ | 6 | 151,359 | $ | (1,009 | ) | $ | 46,858 | $ | (11,904 | ) | $ | 51,451 | $ | – | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Inc. | Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2021 | 700,000 | $ | 17,500 | 4,988,310 | $ | 6 | 1,281,511 | $ | (6,185 | ) | $ | 47,065 | $ | (24,193 | ) | $ | 34,193 | $ | – | 700,000 | $ | 17,500 | 4,988,310 | $ | 6 | 1,281,511 | $ | (6,185 | ) | $ | 47,065 | $ | (24,193 | ) | $ | 34,193 | $ | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | – | – | 22,067 | – | – | – | 177 | – | 177 | – | – | – | 22,067 | – | – | – | 177 | – | 177 | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on Series A Preferred Shares ($ per share) | – | – | – | – | – | – | – | (350 | ) | (350 | ) | – | – | – | – | – | – | – | – | (350 | ) | (350 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interests issued for contributed cash | – | – | – | – | – | – | – | – | – | 657 | – | – | – | – | – | – | – | – | – | 657 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | – | – | – | 34 | 34 | (1 | ) | – | – | – | – | – | – | – | 34 | 34 | (1 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 700,000 | $ | 17,500 | 5,010,377 | $ | 6 | 1,281,511 | $ | (6,185 | ) | $ | 47,242 | $ | (24,509 | ) | $ | 34,054 | $ | 656 | 700,000 | $ | 17,500 | 5,010,377 | $ | 6 | 1,281,511 | $ | (6,185 | ) | $ | 47,242 | $ | (24,509 | ) | $ | 34,054 | $ | 656 | ||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Share issuance | 194,580 | 4,865 | – | – | – | – | (648 | ) | – | 4,217 | – | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2022 | 894,580 | $ | 22,365 | 6,497,205 | $ | 6 | – | $ | – | $ | 46,037 | $ | (34,399 | ) | $ | 34,009 | $ | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | – | – | – | – | – | – | 70 | – | 70 | – | – | – | 30,796 | 1 | – | – | 62 | – | 63 | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on Series A Preferred Shares ($ per share) | – | – | – | – | – | – | – | (447 | ) | (447 | ) | – | – | – | – | – | – | – | – | (447 | ) | (447 | ) | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | – | – | – | (227 | ) | (227 | ) | 667 | – | – | – | – | – | – | – | (3,823 | ) | (3,823 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 894,580 | $ | 22,365 | 5,010,377 | $ | 6 | 1,281,511 | $ | (6,185 | ) | $ | 46,664 | $ | (25,183 | ) | $ | 37,667 | $ | 1,323 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 894,580 | $ | 22,365 | 6,528,001 | $ | 7 | – | $ | – | $ | 46,099 | $ | (38,669 | ) | $ | 29,802 | $ | – | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
| 5 |
FG FINANCIAL GROUP, INC.
Consolidated StatementsStatement of Cash Flows
(Unaudited)
($ in thousands)
| 2021 | 2020 | 2022 | 2021 | |||||||||||||
| Six months ended June 30, | Three months ended March 31, | |||||||||||||||
| 2021 | 2020 | 2022 | 2021 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income (loss) | $ | 473 | $ | (10,868 | ) | $ | (3,823 | ) | $ | 33 | ||||||
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||||||||||||||
| Net unrealized holding (gains) losses on investments | (4,022 | ) | 9,764 | |||||||||||||
| Net deferred income taxes | – | (106 | ) | |||||||||||||
| Net unrealized holding gain on equity investments | (2,774 | ) | (1,735 | ) | ||||||||||||
| Income from equity method investments, net of distributions received | 5,273 | (95 | ) | |||||||||||||
| Net realized loss on sale of equity investments | 2,877 | – | ||||||||||||||
| Stock compensation expense | 247 | 104 | 63 | 177 | ||||||||||||
| Purchases of investments by consolidated investment company subsidiary | (2,347 | ) | – | |||||||||||||
| Purchase of investments by consolidated investment company subsidiary | – | (2,347 | ) | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Funds deposited with reinsured companies | (274 | ) | – | |||||||||||||
| Current income taxes recoverable | 253 | (559 | ) | – | 253 | |||||||||||
| Reinsurance balances receivable | (2,235 | ) | – | 80 | – | |||||||||||
| Deferred policy acquisition costs | (837 | ) | – | 87 | (215 | ) | ||||||||||
| Other assets | (302 | ) | (534 | ) | ||||||||||||
| Other assets and receivables | (1,783 | ) | (454 | ) | ||||||||||||
| Loss and loss adjustment expense reserves | 678 | – | (178 | ) | 106 | |||||||||||
| Unearned premium reserves | 2,529 | – | (372 | ) | 697 | |||||||||||
| Accounts payable and other liabilities | (17 | ) | (63 | ) | (428 | ) | (19 | ) | ||||||||
| Net cash used by operating activities | (5,854 | ) | (2,262 | ) | (978 | ) | (3,599 | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchases of furniture and equipment | (6 | ) | – | (1 | ) | (4 | ) | |||||||||
| Purchases of equity method investments | (73 | ) | – | (6,781 | ) | (73 | ) | |||||||||
| Distribution from equity method investments | 808 | – | ||||||||||||||
| Sales of equity securities | 251 | – | ||||||||||||||
| Return of capital – other investments | 155 | 91 | 107 | 33 | ||||||||||||
| Net cash provided by investing activities | 76 | 91 | ||||||||||||||
| Net cash used by investing activities | (5,616 | ) | (44 | ) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Proceeds from issuance of preferred stock, net | 4,217 | – | ||||||||||||||
| Payment of dividends on preferred shares | (797 | ) | (700 | ) | (447 | ) | (350 | ) | ||||||||
| Cash contributions from non-controlling interests | 657 | – | – | 657 | ||||||||||||
| Net cash provided (used) by financing activities | 4,077 | (700 | ) | (447 | ) | 307 | ||||||||||
| Net decrease in cash and cash equivalents | (1,701 | ) | (2,871 | ) | (7,041 | ) | (3,336 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 12,132 | 28,509 | 15,542 | 12,132 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 10,431 | $ | 25,638 | $ | 8,501 | $ | 8,796 | ||||||||
See accompanying notes to consolidated financial statements.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
1. Nature of Business
FG Financial Group, Inc. (“FGF”, the “Company”, “we”, or “us”) is a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital to SPAC and SPAC sponsor-related businesses. The Company’s principal business operations are conducted through its subsidiaries and affiliates. We were incorporated on October 2, 2012 in the State of Delaware under the name Maison Insurance Holdings, Inc., and changed our legal name to 1347 Property Insurance Holdings, Inc. on November 19, 2013. On March 31, 2014, we completed an initial public offering of our common stock. Prior to the offering, we were a wholly owned subsidiary of Kingsway America Inc., which, in turn, is a wholly owned subsidiary of Kingsway Financial Services Inc., or KFSI, a publicly owned Delaware holding company. From our inception through December 2, 2019, we operated as an insurance holding company, writing property and casualty insurance throughout the states of Louisiana, Florida and Texas through our subsidiaries. On December 2, 2019, we sold our three insurance subsidiaries, and embarked on a new strategy focused on insurance, reinsurance, real estate, and asset management. Accordingly, on December 14, 2020, our shareholders approved a change in our corporate name to FG Financial Group, Inc., to better align with this new business strategy.
As of June 30, 2021, Fundamental Global Investors, LLC, a privately owned investment management company, and its affiliates, or FGI, beneficially owned approximately 61% of our outstanding shares of common stock. D. Kyle Cerminara, Chairman of our Board of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FGI.
Sale of the Maison Business
On December 2, 2019, we completed the sale of all of the issued and outstanding equity of three of the Company’s then wholly-owned subsidiaries, Maison Insurance Company (“Maison”), Maison Managers Inc. (“MMI”) and ClaimCor, LLC (“ClaimCor” and, together with Maison and MMI, the “Maison Business” or the “Insurance Companies”), to FedNat Holding Company, a Florida corporation (“FedNat”), pursuant to the terms and conditions of the Equity Purchase Agreement, dated as of February 25, 2019 (the “Purchase Agreement”), by and among the Company and each of Maison, MMI and ClaimCor, on the one hand, and FedNat, on the other hand (the “Asset Sale”).
As consideration for the Asset Sale, FedNat paid the Company $51.0 million, consisting of $25.5 million in cash and $25.5 million in FedNat’s common stock, or shares of common stock. In addition, upon the closing of the Asset Sale, $18.0 million of outstanding surplus note obligations payable by Maison to the Company, plus all accrued but unpaid interest, was repaid to the Company.
On December 31, 2019, the shares of FedNat common stock issued to the Company in connection with the Asset Sale were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the terms of the Registration Rights Agreement entered into by the Company and FedNat at the closing of the Asset Sale.
In addition to the Registration Rights Agreement, the Company and FedNat entered into a Standstill Agreement, a Reinsurance Capacity Right of First Refusal Agreement (the “Reinsurance Agreement”), and an Investment Advisory Agreement at the closing of the Asset Sale.
Standstill Agreement
The Standstill Agreement imposes certain limitations and restrictions with respect to the voting securities of FedNat (including shares of FedNat common stock) that are owned or held beneficially or of record by the Company. Under the Standstill Agreement, the Company has agreed to vote all of the voting securities of FedNat beneficially owned by the Company in accordance with the recommendation of the board of directors of FedNat with respect to any matter that is before the stockholders of FedNat for a vote by such stockholders. The Standstill Agreement imposes limitations on the sale of voting securities of FedNat held by the Company and restricts the Company from taking certain actions as a holder of voting securities of FedNat. The Standstill Agreement expires on December 2, 2024.
For insurance regulatory purposes, the Company has waived any rights that it may have to exercise control of FedNat.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Note 1. Nature of Business
FG Financial Group, Inc. (“FGF”, the “Company”, “we”, or “us”) is a reinsurance and investment management holding company. We focus on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global®, and from time to time, other strategic investors, to SPAC and SPAC sponsor-related businesses. The Company’s principal business operations are conducted through its subsidiaries and affiliates. The Company also provides investment management services. From our inception in October 2012 through December 2019, we operated as an insurance holding company, writing property and casualty insurance throughout the states of Louisiana, Florida, and Texas. On December 2, 2019, we sold our three former insurance subsidiaries, and embarked upon our current strategy focused on reinsurance and asset management.
As of March 31, 2022, Fundamental Global GP, LLC, a privately owned investment management company, and its affiliates, or “FG,” beneficially owned approximately 56% of our common stock. D. Kyle Cerminara, Chairman of our Board of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FG.
Sale of the Insurance Business
On December 2, 2019, we completed the sale of our insurance subsidiaries to FedNat Holding Company for a combination of cash and FedNat common stock. The shares of FedNat common stock we received in the Asset Sale were issued to us pursuant to a standstill agreement which provides certain limitations and restrictions with respect to the voting and sale or transfer of the securities until December 2024. As of March 31, 2022, we continue to hold shares of FedNat common stock.
Current Business
Our strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, with capital allocation to special purpose acquisition companies (“SPACs”) and SPAC sponsor-related businesses. As part of our refined focus, we have adopted the following capital allocation philosophy:
“Grow intrinsic value per share with a long-term focus using fundamental research, allocating capital to asymmetric risk/reward opportunities.”
Currently, the business operates as a diversified holding company of insurance, reinsurance, asset management and our “SPAC Platform” businesses.
Insurance
We are in the process of establishing a Risk Retention Group (“RRG”) for the purpose of providing directors and officers insurance coverage to special purpose acquisition vehicles. We intend to provide capital, along with other participants, to facilitate the underwriting of such insurance coverage. The Company will focus on fee income derived from originating, underwriting, and servicing the insurance business, while mitigating our financial risk with external reinsurance partners.
Reinsurance Capacity Right of First Refusal Agreement
The Company’s wholly owned reinsurance subsidiary, Fundamental Global Reinsurance AgreementLtd. (“FGRe”), a Cayman Islands limited liability company, provides the Company with a right of first refusal to sell reinsurance coverage to the insurance company subsidiaries of FedNat, providing reinsurance on up to 7.5% of any layer in FedNat’s catastrophe reinsurance program, subject to the annual reinsurance limit of $15.0 million, on the terms and subject to the conditions set forth in the Reinsurance Agreement. All reinsurance sold by the Company pursuant to the right of first refusal, if any, will be memorialized in an agreement in such form and subject to such terms and conditions as are customary in thespecialty property and casualty insurance industry.reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Reinsurance AgreementInsurance Act (as revised) of the Cayman Islands and underlying regulations thereto and is assignablesubject to regulation by the Company subject to conditions set forth in the agreement.Cayman Islands Monetary Authority (the “Authority”). The termterms of the Reinsurance Agreement is five years, expiring on December 2, 2024. As of June 30, 2021,license require advance approval from the Company has not providedAuthority should FGRe wish to enter into any reinsurance coverageagreements which are not fully collateralized to FedNat undertheir aggregate exposure limit. FGRe participates in a Funds at Lloyds syndicate covering risks written by the Reinsurance Agreement.syndicate during the 2021 and 2022 calendar years. On April 1, 2021, FGRe entered into its second reinsurance contract with a leading insurtech company that provides automotive insurance utilizing driver monitoring to predictively segment and price drivers. FGRe’s exposure is limited by a loss-cap stipulated within the quota-share agreement.
Investment Advisory AgreementAsset Management
Pursuant to the Investment Advisory Agreement, FG Strategic Consulting, LLC (“FGSC,” formerly Fundamental Global Advisors LLC),FGSC”) a wholly-owned subsidiary of the Company was formedhas agreed to provide investment advisory services to FedNat, which includeincluding identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending investment dispositions, and providing advice regarding macro-economic conditions. In exchange for providing the investment advisory services, FedNat has agreed to pay FGSC an annual fee of $100,000. The term of the Investment Advisory Agreement is five years, expiring on December 2, 2024.
Current Business
Our strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, while allocating capital to special purpose acquisition companies (“SPACs”) and SPAC sponsor-related businesses. Accordingly, in the first quarter 2021, we have launched our “SPAC Platform,” as further discussed below. As part of our refined focus, we have adopted the following capital allocation philosophy:
“Grow intrinsic value per share with a long-term focus using fundamental research, allocating capital to asymmetric risk/reward opportunities.”
Reinsurance:
The Company has formed a wholly-owned reinsurance subsidiary, FG Reinsurance Ltd. (“FGRe”), a Cayman Islands limited liability company, to provide specialty property and casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Insurance Law, 2010 and underlying regulations thereto and is subject to regulation by the Cayman Islands Monetary Authority (the “Authority”). The terms of the license require FGRe to receive a capital infusion in the amount of $5.0 million, which the Company effected in July 2020 via the transfer of shares of FedNat common stock from the Company along with approximately $3.3 million in cash. The terms of the insurer license also require advance approval from the Authority should FGRe wish to enter into any reinsurance agreements which are not fully collateralized to their aggregate exposure limit. In November 2020, FGRe entered into its first reinsurance transaction, effective January 1, 2021, through a Funds at Lloyds syndicate (“FAL”). The maximum loss exposure in the transaction is approximately $2.9 million and covers all risks written by the syndicate during the 2021 calendar year. On November 12, 2020 FGRe initially funded a trust account at Lloyd’s with approximately $2.4 million in cash to collateralize its obligations under the contract. Effective April 1, 2021, FGRe entered into its second reinsurance contract with a leading insurtech company that provides automotive insurance utilizing driver monitoring to predictively segment and price drivers. FGRe’s exposure is limited by a loss-cap stipulated within the quota-share agreement.
Asset Management:
FGSC serves as an investment advisor to FedNat under the investment advisory agreement entered into at the closing of the Asset Sale. The Company has also formed Fundamental Global Asset Management, LLC (“FGAM”), a joint venture with an affiliate of FGI, to sponsor investment advisors that will manage private funds ranging the full spectrum of alternative equities, fixed income, private equity and real estate. In September 2020, the joint venture sponsored the launch of FG Special Situations Fund via an investment of $5.0 million. Approximately $4.0 million of this investment represented the sponsorship of our first SPAC.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Insurance:
FGRe is currently in the process of establishing and seeking regulatory approvals for a Risk Retention Group (“RRG”) to be domiciled in the State of Vermont for the purpose of providing directors and officers insurance coverage to special purpose acquisition vehicles. The Company expects to begin operation of the RRG in the 4th quarter of 2021. FGRe would anticipate providing capital, along with other participants, to facilitate the underwriting of such insurance coverage. The Company will focus on fee income derived from originating, underwriting, and servicing the insurance business, while mitigating our financial risk with external reinsurance partners.
SPAC Platform
On December 21, 2020, we formed FG SPAC Solutions LLC (“FGSS”), a Delaware company, to facilitate the launch of our “SPAC Platform”. Under the SPAC Platform, we plan to provide various strategic, administrative, and regulatory support services to newly formed SPACs for a monthly fee. TheAdditionally, the Company co-founded a partnership, FG SPAC Partners, LP (“FGSP”) to participate as a co-sponsor for newly formed SPACs. The Company also participates in the risk capital investments associated with the launch of such SPACs through its Asset Management business, specifically FG Special Situations Fund, LP. (“Fund”). As discussed in Note 4, the Company has consolidated the results of the Fund through November 30, 2021; however, effective December 1, 2021, the Company began accounting for its investment in the Fund under the equity method. The first transaction entered into under the SPAC Platform occurred on January 11, 2021, by and among FGSS and Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (“Aldel”), a special purpose acquisition company which consummatedcompleted its initial public offeringbusiness combination with Hagerty on April 12,December 2, 2021. Under the services agreement between FGSS and Aldel Investors, LLC (the “Agreement”), FGSS has agreed to provide certainprovided accounting, regulatory, strategic advisory, and other administrative services to Aldel, which includeincluded assistance with negotiations with a potential merger targettargets for the SPAC as well as assistance with the de-SPAC process. Additional information regarding our formation of FGSS
In March and ourApril 2022, the Company continued to build upon its SPAC Platform can be foundstrategy. On March 3, 2022, FG Merger Corp. (“FG Merger”) (Nasdaq: FGMCU) announced the closing of an $80.5 million IPO in Note 10 – Related Party Transactions under the heading “FormationUnited States, including the exercise of the over-allotment option granted to the underwriters in the offering. Similarly, on April 5, 2022, FG Acquisition Corp. (“FG Acquisition”) (TSX:FGAA.V), announced the closing of a $100 million IPO ($115 million including the subsequent exercise of the over-allotment option granted to the underwriters) in Canada. The Company participated in the risk capital associated with the launch of the SPACs through its asset management business, specifically FG Special Situations Fund, LP. Mr. Cerminara, our Chairman, Larry G. Swets, Jr., our Chief Executive Officer, and Hassan R. Baqar, our Chief Financial Officer, also hold financial interests in the SPACs and/or their sponsor companies. Additionally, Messrs. Cerminara, Swets, and Baqar are managers of the sponsor companies of the special purpose acquisition companies. Mr. Swets serves as chairman of FG SPAC Partners, LP.”Merger, while Messrs. Baqar and Cerminara serve as director and senior advisor of FG Merger, respectively. Mr. Swets serves as chief executive officer and director of FG Acquisition. Mr. Baqar serves as chief financial officer, secretary and director of FG Acquisition. Mr. Cerminara serves as chairman of FG Acquisition.
In the aggregate, the Company’s indirect exposure to FG Merger through its subsidiaries represents potential beneficial ownership of approximately shares of FG Merger’s common stock, approximately 989,000 warrants with an $11.50 exercise price and 5-year expiration, and approximately 85,000 warrants with a $15.00 exercise price and 10-year expiration. The Company has invested approximately $2.6 million in FG Merger through its subsidiaries. The Company’s indirect exposure in FG Acquisition through its subsidiaries represents potential beneficial ownership of approximately shares of FG Acquisition’s common stock, approximately 1.4 million warrants with an $11.50 exercise price and 5-year expiration (the “FGAC Warrants”), approximately 440,000 warrants with a $15 exercise price and 10-year expiration, and either (i) up to approximately an additional 1.6 million FGAC Warrants, or (ii) up to approximately $2 million in cash, or (iii) a pro-rata combination of such FGAC Warrants and cash, based on certain adjustment provisions and the level of redemptions of FG Acquisition’s publicly traded warrants at the time of a business combination. The Company has invested approximately $ million in FG Acquisition through its subsidiaries.
Note 2. Significant Accounting Policies
Basis of Presentation:
These statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Nature of Operations and Basis of Consolidation Policies:
The accompanying Consolidated Financial Statementsconsolidated financial statements include the accounts of FG Financial Group, Inc., consolidated with the accounts of all subsidiariesCompany and affiliates in which we hold a controlling financial interest as of the financial statement date. Normally, a controlling financial interest reflects ownership of a majority of the voting interests. We also consolidate variable interest entities (“VIE”) when we possess both the power to direct the activities of the VIE that most significantly affect their economic performance, and we (i) are obligated to absorb the losses that could beits subsidiaries. All significant to the VIE or (ii) hold the right to receive benefits from the VIE that could be significant to the VIE. Significant intercompany balances and transactions have been eliminated upon consolidation.
Information regarding our reportable business segmentsThe consolidated financial statements include the accounts of the Company and entities in which it is containedrequired to consolidate under either the Variable Interest Entity (“VIE”) or Voting Interest Entity (“VOE”) models. Both models require the reporting entity to identify whether it has a controlling financial interest in Note 13 – Segmenta legal entity and is therefore required to consolidate the legal entity. Under the VOE model, a reporting. entity with ownership of a majority of the voting interest of a legal entity is generally considered to have a controlling financial interest. The VIE model was established for situations in which control may be demonstrated other than by the possession of voting rights in a legal entity and instead focuses on the power to direct the activities that most significantly impact the legal entity’s economic performance, as well as the rights to receive benefits and obligations to absorb losses that could potentially be significant to the legal entity.
The determination of whether a legal entity is consolidated under either model is reassessed where there is a substantive change in the governing documents or contractual arrangements of the entity, to the capital structure of the entity or in the activities of the entity. The Company continuously reassesses whether it should consolidate under either model.
In September 2020, the Company invested approximately $5.0 million to sponsor the launch of Fund. The Fund, a VIE which the Company was required to consolidate through November 30, 2021, is considered an investment company for GAAP purposes and follows the accounting and reporting guidance in the Financial Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies, which includes the presentation of its investments at fair value. Beginning December 1, 2021, the Company has accounted for its investment in the Fund under the equity method of accounting.
See Note 4 for additional information regarding the Company’s consolidated investments.
| 8 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Discontinued Operations:
Due to the sale of all of the issued and outstanding equity of Maison, MMI and ClaimCor (the “Maison Business”)our previous insurance business on December 2, 2019, these operations have been classified as discontinued operations in the Company’s financial statements presented herein. For the six monthsquarter ended June 30,March 31, 2021, we recognized a gain from the sale of the Maison Business ofthis business for approximately $145145,000,000.. This was related to a final true-up and settlement in the first quarter 2021, for income taxes due to the Company under the sale agreement. The following table presents a reconciliation of the major classes of line items constituting pretax profit (loss) of discontinued operations to the after-tax profit (loss) of discontinued operations that are presented in the Company’s consolidated statementsstatement of operations for the threequarters ended March 31, 2022 and six months ended June 30, 2021 and 2020.2021:
Schedule of Discontinued Operations
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
| (in thousands) | Three months ended June 30, | Six months ended June 30, | Three months ended March 31, | |||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
| Pre-tax gain (loss) on sale | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | ||||||||||||
| Income tax benefit | – | – | (145 | ) | – | – | (145 | ) | ||||||||||||||||
| Net gain from sale of Maison Business | $ | – | $ | – | $ | 145 | $ | – | $ | – | $ | 145 | ||||||||||||
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The Use of Estimates in the Preparation of Consolidated Financial Statements:
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying consolidated financial statements include the valuation of our investments, the valuation of net deferred income taxes and deferred policy acquisition costs, premium revenue recognition, reserves for loss and loss adjustment expenses, and stock-based compensation expense.
Investments in Equity Securities:
Investments in equity securities are carried at fair value with subsequent changes in fair value recorded to the consolidated statementsConsolidated Statements of operationsOperations as a component of net investment income.
Other Investments:
Other investments consist, in part, of equity investments made in privately held companies accounted for under the equity method. We utilize the equity method to account for investments when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. We apply the equity method to investments in common stock and to other investments when such other investments possess substantially identical subordinated interests to common stock.
In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. We record dividends or other equity distributions as reductions in the carrying value of the investment. Should net losses of the investee reduce the carrying amount of the investment to zero, additional net losses may be recorded if other investments in the investee are at-risk, even if we have not committed to provide financial support to the investee. Such additional equity method losses, if any, are based upon the change in our claim on the investee’s book value.
When we receive distributions from our equity method investments, we utilize the cumulative earnings approach. When classifying the related cash flows under this approach, the Company compares the cumulative distributions received, less distributions received in prior periods, with the Company’s cumulative equity in earnings. Cumulative distributions that do not exceed cumulative equity in earnings represent returns on investment and are classified as cash inflows from operating activities. Cumulative distributions in excess of cumulative equity in earnings represent returns on investment and are classified as cash inflows from investing activities.
Other investments also consist of equity we have purchased in a limited partnership and a limited liability company for which there does not exist a readily determinable fair value. The Company accounts for these investments at their cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of the same issuer. Any profit distributions the Company receives on these investments are included in net investment income.
Investment Company Accounting:
In September 2020, the Company invested approximately $5.0 million, through its joint venture, Fundamental Global Asset Management, LLC (“FGAM”) to sponsor the launch of FG Special Situations Fund, LP a Delaware limited partnership formed on September 2, 2020 (the “Fund”). The Fund, a VIE which the Company is required to consolidate, is considered an investment company for GAAP purposes and follows the accounting and reporting guidance in the Financial Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies, which includes the presentation of its investments at fair value. All of the Fund’s investments have been included in ‘equity securities’ in the Company’s consolidated balance sheets presented herein.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Cash and Cash Equivalents:
Cash and cash equivalents include cash and highly liquid investments with original maturities of 90 days or less.
| 9 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Income Taxes:
The Company follows the asset and liability method of accounting for income taxes, whereby deferred income tax assets and liabilities are recognized for (i) the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and (ii) loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not and a valuation allowance is established for any portion of a deferred tax asset that management believes will not be realized. Current federal income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense (benefit).
Concentration of Credit Risk:
Financial instruments which potentially expose the Company to concentrations of credit risk include investments, cash, amounts held as collateral under our quota share insurance agreements, as well as other amounts due to us under our quota share insurance agreement.and deposits with reinsured companies. The Company maintains its cash with a major U.S. domestic banking institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000. As of June 30, 2021,March 31, 2022 the Company held funds in excess of these FDIC insured amounts. The terms of these deposits are on demand to mitigate some of the associated risk. The Company has not incurred losses related to these deposits.
The Company had not experienced any credit losses related to amounts due to us under our quota share agreement.
Premium Revenue Recognition:
The Company participates in quota sharequota-share contracts and estimates the ultimate premiums for the contract period. These estimates are based on information received from the ceding companies, whereby premiums are recorded as written in the same periods in which the underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly and in arrears, and thus, for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums relating to the risks underwritten during the lag period.
Premium estimates are reviewed by management periodically. Such review includes a comparison of actual reported premiums to expected ultimate premiums. Based on management’s review, the appropriateness of the premium estimates is evaluated, and any adjustments to these estimates are recorded in the period in which they are determined. Changes in premium estimates, including premiums receivable, are not unusual and may result in significant adjustments in any period. A significant portion of amounts included in the caption “Reinsurance balances receivable” in the Company’s consolidated balance sheets representrepresents estimated premiums written, net of commissions, brokerage, and loss and loss adjustment expense, and are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract that has no remaining coverage period are earned in full when written.
Premiums written are generally recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided.
Policy Acquisition Costs
Policy acquisition costs are costs that vary with, and are directly related to, the successful production of new and renewal business, and consist principally of commissions, taxes and brokerage expenses. If the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, deferred acquisition costs are written off to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs then a liability is accrued for the excess deficiency. There were no premium deficiency adjustments recognized during the periods presented herein.
Funds Held by Cedents
The caption “Funds Deposited with Reinsured Companies” in the Company’s consolidated balance sheets includes amounts held by Funds at Lloyd’scedents provided to support our reinsurance contractscontracts. On November 12, 2020, FGRe, our Cayman Islands based reinsurance subsidiary, initially funded a trust account at Lloyd’s with Lloyd’s syndicates. Asapproximately $2.4 million cash, to collateralize its obligations under a quota-share agreement with a Funds at Lloyds syndicate. The initial contract covered our quota-share percentage of Juneall risks written by the syndicate for the 2021 calendar year. On November 30, 2021, funds held by cedents werewe entered into an agreement with the same syndicate, slightly increasing our quota-share percentage of the risks the syndicate writes for the 2022 calendar year. This resulted in FGRe’s posting an additional $2.71.0 million.million in cash collateral to the account. We have also anticipate that we will be required to provide additionalposted cash collateral in the third quarter 2021,approximate amount of $1.0 million, to support our automotive insurance quota-share agreement entered into on April 1, 2021. As of both March 31, 2022 and December 31, 2021, the total cash collateral posted to support all of our reinsurance treaties was approximately $4.4 million.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Loss and Loss Adjustment Expense Reserves
The Company maintains reserves equal to our estimated ultimate liability for losses and loss adjustment expense for reported and unreported claims from our reinsurance business. Loss and loss adjustment reserve estimates are based primarily on estimates derived from reports the Company has received from ceding companies. These estimates are periodically reviewedThe Company then uses a variety of statistical and actuarial techniques to monitor reserve adequacy. When setting reserves, the Company considers many factors including: (1) the types of exposures and projected ultimate premium to be written by the Company’sour cedants; (2) expected loss ratios by type of business; (3) actuarial methodologies which analyze loss reporting and payment experience, reports from ceding companies and historical trends; and (4) general economic conditions. The Company also engages independent actuarial specialists, at least annually, to assist management and adjusted as necessary.in establishing appropriate reserves. Since reserves are estimates, the final settlement of losses may vary from the reserves established, and any adjustments to the estimates, which may be material, are recorded in the period they are determined.
Loss estimates may also be based upon actuarial and statistical projections, an assessment of currently available data, predictions of future developments, estimates of future trends and other factors. The final settlement of losses may vary, perhaps materially, from the reserves recorded. All adjustments to the estimates are recorded in the period in which they are determined.
U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established, with no allowance for the establishment of loss reserves to account for expected future loss events.
Generally, the Company obtains regular updates of premium and loss related information for the current and historical periods, which are utilized to update the initial expected loss ratio. We also experience a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, thirty days after each month end). As a result, the lag depends in part upon the terms of the specific contract. The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most of the contracts that have the potential for large single event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event.
The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model using assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate.rate along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions. The fair value of each stock option award is recorded as compensation expense on a straight-line basis over the requisite service period, which is generally the period in which the stock options vest, with a corresponding increase to additional paid-in capital.
The Company has also issued restricted stock units (“RSUs”) to certain of its employees and directors which have been accounted for as equity-based awards since, upon vesting, they are required to be settled in the Company’s common shares. We have used the fair value of the Company’s common stock on the date the RSUs were issued to estimate the grant date fair value of those RSUs which vest solely based upon the passage of time, as well as a Monte Carlo valuation model to estimate the fair value of those RSUs which vest solely upon market-based conditions. The fair value of each RSU is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest. In the case of those RSUs which vest upon market-based conditions, should the market-based condition be achieved prior to the expiration of the derived service period, any unrecognized cost will be recorded as compensation expense in the period in which the RSUs actually vest.
Based upon the Company’s historical forfeiture rates relating to stock options and RSUs, the Company has not made any adjustment to stock compensation expense for expected forfeitures.forfeitures as of March 31, 2022.
Fair Value of Financial Instruments:
The carrying values of certain financial instruments, including cash, short-term investments, deposits held, accounts payable, and other accrued expenses approximate fair value due to their short-term nature. The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value as the exchange price that would be received for an asset (or paid to transfer a liability) in the principal or most advantageous market for the asset (or liability) in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. See Note 54 for further information on the fair value of the Company’s financial instruments.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Basic earnings (loss) per common share is computed using the weighted average number of shares outstanding during the respective period.
Diluted earnings (loss) per common share assumes conversion of all potentially dilutive outstanding stock options, restricted stock units, warrants or other convertible financial instruments. Potential common shares outstanding are excluded from the calculation of diluted earnings (loss) per share if their effect is anti-dilutive.
Note 3. Recently Adopted and Issued Accounting Standards
Accounting Standards Pending Adoption
ASU 2016-13: Financial Instruments – Credit Losses:Losses
In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.Instruments. ASU 2016-13 was issued to provide financial statement users with more useful information regarding the expected credit losses on financial instruments held as assets. Under current GAAP, financial statement recognition for credit losses on financial instruments is generally delayed until the occurrence of the loss was probable. The amendments of ASU 2016-13 eliminate this probable initial recognition threshold and instead reflect an entity’s current estimate of all expected credit losses. The amendments also broaden the information that an entity must consider in developing its expected credit loss estimates for those assets measured at amortized cost by using forecasted information instead of the current methodology which only considered past events and current conditions. Under ASU 2016-13, credit losses on available-for-sale debt securitiescertain types of financial instruments will be measured in a manner similar to current GAAP; however, the amendments require that credit losses be presented as an allowance against the investment,financial instrument, rather than as a write-down. The amendments also allow the entity to record reversals of credit losses in current period net income, which is prohibited under current GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted, however smaller reporting companies, like the Company, may delay adoption until January 2023. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements. We anticipate that the amounts we record as due to us from our cedant companies under our reinsurance contracts will be impacted by the adoption of ASU 2016-13, requiring us to record an allowance for any projected losses we may incur on these assets, and will continue to evaluate the historical losses, contract length, financial health, size, and geographical concentration of our reinsurers in determining this impact.
Note 4. Investments and Fair Value Disclosures
The following table summarizes the Company’s investments in equity securitiesheld at fair value as of June 30, 2021March 31, 2022 and December 31, 2020.2021.
Schedule of Investments
| ($ in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Amount | ||||||||||||
| As of June 30, 2021 | ||||||||||||||||
| FedNat common stock | $ | 20,751 | $ | – | $ | 14,763 | $ | 5,988 | ||||||||
| SPAC investments | 680 | 4 | – | 684 | ||||||||||||
| Private placements | 5,679 | 5,116 | – | 10,795 | ||||||||||||
| Total equity securities | $ | 27,110 | $ | 5,120 | $ | 14,763 | $ | 17,467 | ||||||||
| As of December 31, 2020 | ||||||||||||||||
| FedNat common stock | $ | 20,751 | $ | – | $ | 12,209 | $ | 8,542 | ||||||||
| Private placements | 4,012 | – | – | 4,012 | ||||||||||||
| Total equity securities | $ | 24,763 | $ | – | $ | 12,209 | $ | 12,554 | ||||||||
| (in thousands) | ||||||||||||||||
| As of March 31, 2022 | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Amount | ||||||||||||
| FedNat common stock | $ | 11,367 | $ | – | $ | 10,300 | $ | 1,067 | ||||||||
| Total investments | $ | 11,367 | $ | – | $ | 10,300 | $ | 1,067 | ||||||||
| As of December 31, 2021 | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Amount | ||||||||||||
| FedNat common stock | $ | 14,495 | $ | – | $ | 13,074 | $ | 1,421 | ||||||||
| Total investments | $ | 14,495 | $ | – | $ | 13,074 | $ | 1,421 | ||||||||
FedNat Common Stock
On December 2, 2019,As of March 31, 2022, the Company receivedheld shares of FedNat Holding Company common stock (Nasdaq: FNHC), along with $25.5 million cash as consideration for. Of the Asset Sale. On July 14, 2020, the Company transferredtotal shares of FedNat common stock to FGRe, a wholly-owned subsidiary ofwhich the Company had received as a capital contributionconsideration for no consideration, and, on September 15, 2020,the Asset Sale, the Company transferredhas disposed of shares. During the first quarter of 2022, the Company sold shares of FedNat common stock on the open market. Pursuant to the Hale Parties as further discussed in Note 10 – “Related Party Transactions”. Following the transactions, the Company directly holds shares of FedNat common stock. As of August 11, 2021, the estimated fair value of the shares of FedNat common stock held in the aggregate byStandstill Agreement entered into between the Company and its subsidiary was [$6.3 million].FedNat at the closing of the Asset Sale, the Company is restricted as to the timing and number of FedNat shares it can dispose of.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
SPAC Investments
SPAC investments consist of the public equity of newly formed special purpose acquisition companies held by the Fund. The investments typically consist of one share of common stock of the SPAC, along with one-half of one redeemable warrant entitling the holder to purchase one share of common stock at an exercise price of $per share, although the number of warrants and/or the exercise price of the warrant may vary. The investments are typically issued by the SPAC as a combined unit consisting of both the common stock and warrant at a price of $per unit; however the offering price may also vary. Following the initial public offering of the SPAC, these units are separated into individual shares of common stock and warrants. The SPAC investments which we have purchased trade on either of the Nasdaq Stock Market or New York Stock Exchange.
Private Placements
Private placements typically consist of the private equity and risk capital associated with the sponsorship of SPACs and are also held by the Fund. In September 2020, the Company invested $5.0 million into its joint venture, Fundamental Global Asset Management, LLC (“FGAM’), to capitalize FG Special Situations Fund Advisor, LLC (the “Advisor”), a Delaware limited liability company formed on September 2, 2020, and to sponsor the launch of the Fund. The Fund is majority owned by FGAM through the Fund’s general partner and the Advisor, both of which are ultimately controlled by Mr. Cerminara, the Chairman of the Company’s Board of Directors. Of the initial $5.0 million investment, approximately $4.0 million was used by FG New America Investors, LLC (the “Sponsor”) as part of a total $8.6 million of risk capital used to launch FG New America Acquisition Corp (“FGNA”), a special purpose acquisition company which consummated its initial public offering on October 2, 2020. On July 20, 2021, FGNA completed its definitive business combination with Opportunity Financial, LLC and began operating as OppFi Inc. (“OppFi”), with OppFi’s common stock trading on the NYSE under the ticker symbol “OPFI”. The Fund’s specific investment consists of both class A and class A-1 interests of the Sponsor. On July 15, 2021, the Sponsor entered into a sponsor forfeiture agreement with FGNA and Opportunity Financial, LLC, under which the Sponsor agreed to forfeit a portion of FGNA Class B common stock as well as a portion of warrants to purchase FGNA Class A common stock which the Sponsor previously held. As a result, as of July 20, 2021, the class A and class A-1 interests represent a potential beneficial ownership of approximately million common shares of OPFI as well as approximately 0.36 million warrants to purchase common shares of OPFI at a price of $per share. The class A and class A-1 interests have not been registered under the Securities Act of 1933, as amended, and are not transferrable except as provided for in the operating agreement of the Sponsor.
The Company has determined that its investment in the Fund represents an investment in a variable interest entity (“VIE”) in which the Company is the primary beneficiary and as such, has consolidated the financial results of the Fund as of June 30, 2021. The Company evaluates whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether the Company is the primary beneficiary, the Company evaluates its control rights as well as economic interests in the entity held either directly or indirectly through affiliates via both qualitative and quantitative analysis. Further investments in, or redemptions of investments in FGAM, by either member of the joint venture could affect the entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Company assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
In the first quarter, 2021, the Company invested an additional $1.65 million into the Fund. Additionally, the Fund received outside investment of approximately $0.7 million, resulting in the presentation of noncontrolling interests in the Company’s consolidated balance sheet as of June 30, 2021. This additional investment was used by the Fund to sponsor its second SPAC via an investment of $1.65 million in Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (NYSE: ADF). Of the total $1.65 million the Fund invested in Aldel, $1.0 million was allocated to the Company, with the remaining $0.65 million allocated to noncontrolling interests. The Company’s $1 million investment in Aldel, represents the beneficial ownership of approximately Aldel founder shares.
Schedule of Investments
The assets and liabilities of our investment company subsidiary have been included in the Company’s consolidated balance sheets presented herein and as listed in the table below. The assets of the Fund may only be used to settle its obligations. The Company’s maximum exposure to loss as a result of its involvement with the Fund is $6.65 million as of June 30, 2021.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Deconsolidation of Subsidiary
The Company’s original investment in FG Special Situations Fund, LP (the “Fund”), a Delaware limited partnership, consisted of an investment as both a limited and general partner. At the time of the Company’s initial investment into the Fund, in September 2020, the Company had determined that its investment represented an investment in a variable interest entity (“VIE”) in which the Company was the primary beneficiary and as such, had consolidated the financial results of the Fund through November 30, 2021. At each reporting date, the Company evaluates whether it remains the primary beneficiary and continuously reconsiders that conclusion. On December 1, 2021, the Company no longer had the power to govern the financial and operating policies of the Fund, and accordingly derecognized the related assets, liabilities, and noncontrolling interests of the Fund as of that date. The Company did not receive any consideration in the deconsolidation of the Fund, nor did it record any gain, or loss upon deconsolidation as the Company carried its investment at fair value. The assets and liabilities of the Fund, over which the Company lost control were as follows:
Schedule of Subsidiaries Assets
| ($ in thousands) | June 30, 2021 | December 31, 2020 | ||||||
| Cash equivalents | $ | 805 | $ | 988 | ||||
| Investments-SPACs | 684 | – | ||||||
| Investments-private placements | 10,795 | 4,012 | ||||||
| Other assets | 3 | – | ||||||
| Total assets | $ | 12,287 | $ | 5,000 | ||||
| Accounts payable | $ | 26 | $ | – | ||||
| Total liabilities | $ | 26 | $ | – | ||||
| As of December 1, 2021 (in thousands) | ||||
| Cash and cash equivalents | $ | 100 | ||
| Investments in private placements | 15,734 | |||
| Investments in public SPACs | 22 | |||
| Other assets | 18 | |||
| Other liabilities | (34 | ) | ||
| Net assets deconsolidated | $ | 15,840 | ||
While the Company’s investments in the Fund are no longer consolidated, the Company has retained its interest in all of the investments held at the Fund. Accordingly, the Company has not presented its investment in the Fund as a discontinued operation. Effective December 1, 2021, the Company began accounting for its investment in the Fund via the equity method of accounting.
OtherEquity Method Investments
| 13 |
Other investments consist of equity investments made in privately held companies accounted for under the equity method. Equity method investments include our investment of $
4.0FG FINANCIAL GROUP, INC. million in FGI Metrolina Property Income Fund, LP (“Metrolina”), which invests in real estate through a real estate investment trust which is wholly owned by Metrolina. The general partner of Metrolina, FGI Metrolina GP, LLC, is managed, in part, by Mr. Cerminara, the Chairman of the Company’s Board of Directors. The Company, a limited partner of Metrolina, does not have a controlling interest, but exerts significant influence over the entity’s operating and financial policies as it owns an economic interest of approximately
52% as of June 30, 2021. We have recorded equity method earnings from our investment in Metrolina of approximately $25,000 and $95,000 for each of the six months ended June 30, 2021 and 2020, respectively. The carrying value of our investment in Metrolina as of June 30, 2021 was approximately $4.72 million, which represents $0.72 million in undistributed earnings.Notes to Consolidated Financial Statements
EquityAs of March 31, 2022, equity method investments also include our investment in FG SPAC Partners, LP (“FGSP”). On January 4, 2021, FGSP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners. The Company is the sole managing member of the general partner of FGSP and holds an approximate 49%a limited partner interest in FGSP directly and through its subsidiaries. Certain of our directors and officers also hold limited partner interests in FGSP. Our Chief Executive Officer and Director, Larry G. Swets, holdsFGSP participates as a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. The Chairman of our Board of Directors, D. Kyle Cerminara, also holds a limited partner interest through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and oneco-sponsor of the members.SPACs launched under our SPAC Platform. We received distributions in the approximate amount of $1.4 million from FGSP for the quarter ended March 31, 2022, and have recorded equity method earningslosses from our investment in FGSP of approximately $1.430.8 million for the six months ended June 30, 2021.quarter. The carrying value of our investment in FGSP as of June 30, 2021March 31, 2022 was approximately $1.511.6 million, all of which is in the form of undistributed earnings.
Certain investments held by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying investment. Our investees estimate the volatility of these investments based on the historical performance of various broad market indices blended with various peer companies which they consider as having similar characteristics to the underlying investment.
As previously discussed under the heading “Deconsolidation of Subsidiary,” equity method investments also include our investment in the Fund as of March 31, 2022. Until December 1, 2021, we had consolidated the Fund as a variable interest entity, however, effective December 1, 2021, we began accounting for this investment under the equity method of accounting. For the quarter ended March 31, 2022, we made a net additional investment of approximately $4.1 million into the Fund. Of this amount, $1.8 million has been recorded under the heading “Other assets” on the Company’s balance sheet as of March 31, 2022, representing a return of capital for investments which were oversubscribed within the Fund. This receivable was settled, in cash, on April 1, 2022. We received distributions in the approximate amount of $1.432.6 million from the Fund for the quarter ended March 31, 2022 and recognized approximately $1.3 million in equity method losses through our investment in the Fund. As of March 31, 2022, the carrying value of our investment in the Fund was approximately $12.6 million, including $1.8 million in undistributed earnings.
On January 11, 2021, FGSP purchased founder shares from Aldel,Financial information, for total consideration of $4,674. On March 25, 2021, FGSP entered into a forfeiture agreement with Aldel whereby FGSP agreed to transfer of these founder shares back to Aldel at no cost. Concurrent with Aldel’s initial public offering, on April 12, 2021, FGSP also purchased warrants at a price of $per warrant, each exercisable to purchase one share of Aldel’s Class A common stock at an exercise price of $per share (the “OTM Warrants”),our investments accounted for a purchase price of $. In addition, as discussed above,under the Company, through the Fund, has invested $1.0 millionequity method, in the risk capitalaggregate, is as follows:
Schedule of Aldel Investors, LLC, which represents beneficial ownership of approximately Investments under Equity MethodAldel founder shares. Altogether, the Company’s investment represents beneficial interests of approximately
| As of March 31, 2022 | As of December 31, 2021 | |||||||
| (in thousands) | ||||||||
| Other investments | $ | 18,022 | $ | 25,936 | ||||
| Cash | 1,206 | 72 | ||||||
| Other assets | 4,951 | 16 | ||||||
| Total assets | 24,179 | 26,024 | ||||||
| Accounts payable | $ | 36 | $ | 19 | ||||
| Other liabilities | 1,172 | – | ||||||
| Total liabilities | 1,208 | 19 | ||||||
533,000
| Three months ended March 31, 2022 | Three months ended March 31, 2021 | |||||||
| (in thousands) | ||||||||
| Net investment income (loss) | $ | (3,455 | ) | $ | 3,553 | |||
| General and administrative expenses | (73 | ) | – | |||||
| Net income (loss) | (3,528 | ) | 3,553 | |||||
Aldel founder shares and approximately OTM Warrants. Our Chief Executive Officer and Director, Larry G. Swets, serves as senior advisor to Aldel. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, serves as a director and chief financial officer of Aldel. The Chairman of our Board of Directors, D. Kyle Cerminara serves as a director of Aldel.Investments without Readily Determinable Fair Value
OtherIn addition to our equity method investments, other investments as listed on our balance sheet also consist of equity we have purchased in a limited partnership and a limited liability company for which there does not exist readily determinable fair values. The Company accounts for these investments at their cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investmentsinvestment of the same issuer. Any profit distributions the Company receives on these investments are included in net investment income. The Company’s total investment in these two entities was approximately $483,000376,000 as of June 30, 2021. For the six months ended June 30, 2021 and 2020, the Company has received profit distributions of $45,000 and $42,000 on these investments, respectively, which has been included in income. Furthermore, bothMarch 31, 2022. Both investments began the process of returning capital back to its investors beginning in 2020. As of June 30, 2021,March 31, 2022, the Company has received approximately 3852% of its initial $776,000investment back fromin these investments.entities. There have been no upward or downward price adjustments to these investments for the three months ended March 31, 2022 and 2021.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Impairment:Impairment
For equity securities without readily determinable fair values, impairment is determined via a qualitative assessment which considers indicators to evaluate whether the investment is impaired. Some of these indicators include a significant deterioration in the earnings performance or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee operates, or doubt over an investee’s ability to continue as a going concern. If the investment is deemed to be impaired after conducting this analysis, the Company would estimate the fair value of the investment to determine the amount of impairment loss.
| 14 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
For equity method investments, such as the Company’s investmentinvestments in Metrolina,FGSP and the Fund, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the investment, or a deterioration in the value of the investee’s underlying assets. If these, or other indicators lead to the conclusion that there is a decrease in the value of the investment that is other than temporary, the Company would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under the equity method of accounting.
The risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:
| ● | the opinions of professional investment managers and appraisers could be incorrect; | |
| ● | the past operating performance and cash flows generated from the investee’s operations may not reflect their future performance; and | |
| ● | the estimated fair values for investment for which observable market prices are not available are inherently imprecise. |
We have not recorded an impairment on our investments for either of the six monthsquarters ended June 30, 2021March 31, 2022 and 2020.2021.
Net investment income (loss) for the threequarters ended March 31, 2022 and six months ended June 30, 2021 and 2020 is as follows:
Schedule of Net Investment Income (Loss)
| ($ in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Unrealized holding loss on FedNat common stock | $ | (693 | ) | $ | (726 | ) | $ | (2,554 | ) | $ | (9,858 | ) | ||||
| Unrealized holding gain on private placement investments | 1,513 | – | 5,116 | – | ||||||||||||
| Dividend income from FedNat common stock | – | 159 | – | 319 | ||||||||||||
| Equity method earnings | 1,362 | – | 1,457 | 95 | ||||||||||||
| Other | 59 | (4 | ) | 72 | 167 | |||||||||||
| Net investment income (loss) | $ | 2,241 | $ | (571 | ) | $ | 4,091 | $ | (9,277 | ) | ||||||
| 2022 | 2021 | |||||||
| (in thousands) | Three months ended March 31, | |||||||
| 2022 | 2021 | |||||||
| Investment income (loss): | ||||||||
| Realized loss on FedNat common stock | $ | (2,877 | ) | $ | – | |||
| Unrealized gain on FedNat common stock | 2,774 | (1,861 | ) | |||||
| Unrealized holding gain on private placement investments | – | 3,603 | ||||||
| Equity method earnings (losses) | (2,071 | ) | 95 | |||||
| Other | (172 | ) | 13 | |||||
| Net investment income (loss) | $ | (2,346 | ) | $ | 1,850 | |||
5. Fair Value Measurements
The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The FASB has issued guidance that defines fair value as the exchange price that would be received for an asset (or paid to transfer a liability) in the principal, or most advantageous market in an orderly transaction between market participants. This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance categorizes assets and liabilities at fair value into one of three different levels depending on the observation of the inputs employed in the measurements, as follows:
| ● | Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets providing the most reliable measurement of fair value since it is directly observable. | |
| ● | Level 2 – inputs to the valuation methodology which include quoted prices for similar assets or liabilities in active markets. These inputs are observable, either directly or indirectly, for substantially the full-term of the financial instrument. | |
| ● | Level 3 - inputs to the valuation methodology which are unobservable and significant to the measurement of fair value. |
The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets and other characteristics specific to the individual investment. In some cases, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the hierarchy based on the lowest level input that is significant to the fair value measurement. When determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
We have valued our investment in FedNat and SPAC units at their last reported sales price as the shares and units are traded on a national exchange. They have been characterized in Level 1 of the fair value hierarchy.
Our private placement investments have been characterized in Level 3 of the fair value hierarchy. As of June 30, 2021, the Fund’s private placement investments consist of equity interests in the sponsor companies of OppFi (formerly FGNA) and Aldel. The estimated fair value of our OppFi sponsor interests consist of both class A and A-1 interests in the Sponsor, which, represent the beneficial interest of approximately shares of OPFI as well as approximately 360,000 warrants to purchase OPFI common stock at $ per share. The estimated fair value of our Aldel sponsor interests consist of a total of approximately Aldel founder shares held by the Fund to which the Company was allocated approximately founder shares, with the remaining founder shares allocated to noncontrolling interests.
The value of these interests was determined using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility, expected term, dividend yield and risk-free interest rate of the underlying SPAC common stock. The Company estimates the volatility of the common stock based on the historical performance of various broad market indices blended with various peer companies which the Company considers to have similar characteristics to the underlying SPAC.
Following are the significant inputs in the valuation model for the fair value of our OppFi and Aldel sponsorship interests as of June 30, 2021:
Summary of Valuation Model for Fair Value
| OppFi | Aldel | |||||||||||
| Founder Shares | Warrants | Founder Shares | ||||||||||
| Expected volatility | 55.0 | % | 15.0 | % | 20.0 | % | ||||||
| Expected term (years) | to | 5.1 | to | |||||||||
| Dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | ||||||
| Risk-free rate | 0.1 | % | 0.9 | % | 0.1 | % | ||||||
| Probability weighted restructure adjustment* | 0.0 | % | n/a | 18.7 | % | |||||||
| Probability of completing a business combination | 100.0 | % | 100.0 | % | 70.0 | % | ||||||
| Discount for lack of marketability | 20.0 | % | n/a | 8.0 | % | |||||||
At each subsequent measurement date, we will review the valuation of these investments and will record adjustments as necessary to reflect the expected exit value of the investment under current market conditions. The Fund uses an independent pricing service to value its private operating company investments which may include an income approach, a market approach, or a combination thereof. The Fund may use multiple valuation approaches and estimate fair value based on a weighted average or a selected outcome within a range of multiple valuation results. Due to the inherent uncertainty of valuations, the fair values reflected in the financial statements as of the measurement date may differ materially from: 1) values that would have been used had a readily available market existed for these investments; and 2) the values that may ultimately be realized upon sale of the investments.
Financial instruments measured, on a recurring basis, at fair value as of June 30, 2021 and December 31, 2020 in accordance with the guidance promulgated by the FASB are as follows.
Schedule of Financial Instruments Measured at Fair Value
| (in thousands) | ||||||||||||||||
| As of June 30, 2021 | Level 1 | Level 2 | Level 3 |
Total | ||||||||||||
| FedNat common stock | $ | 5,988 | $ | – | $ | – | $ | 5,988 | ||||||||
| SPAC investments | 684 | – | – | 684 | ||||||||||||
| Private placements | – | – | 10,795 | 10,795 | ||||||||||||
| $ | 6,672 | $ | – | $ | 10,795 | $ | 17,467 | |||||||||
| As of December 31, 2020 | ||||||||||||||||
| FedNat common stock | $ | 8,542 | $ | – | $ | – | $ | 8,542 | ||||||||
| Private placements | – | – | 4,012 | 4,012 | ||||||||||||
| $ | 8,542 | $ | – | $ | 4,012 | $ | 12,554 | |||||||||
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The following table presentsWe have valued our investment in FedNat at its last reported sales price as the changes in assets classifiedshares are traded on a national exchange. They have been characterized in Level 31 of the fair value hierarchy for the six months ended June 30, 2021. There was no activity with respect to Level 3 assets for the six months ended June 30, 2020.hierarchy.
Financial instruments measured, on a recurring basis, at fair value as of March 31, 2022 and December 31, 2021 in accordance with the guidance promulgated by the FASB are as follows.
Schedule of Changes in Classified AssetsFinancial Instruments Measured at Fair Value
| (in thousands) | 2021 | |||
| Balance, January 1 | $ | 4,012 | ||
| Purchases | 1,667 | |||
| Unrealized holding gains | 5,116 | |||
| Balance, June 30 | $ | 10,795 | ||
| (in thousands) | ||||||||||||||||
| As of March 31, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| FedNat common stock | $ | 1,067 | $ | – | $ | – | $ | 1,067 | ||||||||
| $ | 1,067 | $ | – | $ | – | $ | 1,067 | |||||||||
| As of December 31, 2021 | ||||||||||||||||
| FedNat common stock | $ | 1,421 | $ | – | $ | – | $ | 1,421 | ||||||||
| $ | 1,421 | $ | – | $ | – | $ | 1,421 | |||||||||
6.Note 5. Loss and Loss Adjustment Expense Reserves
A significant degree of judgment is required to determine amounts recorded in the consolidated financial statements for the provision for loss and loss adjustment expense (“LAE”) reserves. The process for establishing this provision reflects the uncertainties and significant judgmental factors inherent in predicting future results of both known and unknown loss events. The process of establishing the provision for loss and LAE reserves relies on the judgment and opinions of a large number ofmany individuals, including the opinions of the Company’s management, as well as the management of ceding companies and their actuaries.
| 16 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The COVID-19 pandemic is unprecedented, and the Company does not have previous loss experience on which to base the associated estimate for loss and loss adjustment expenses. In estimating losses, the Company may assess any of the following:
| ● | a review of in-force treaties that may provide coverage and incur losses; | |
| ● | general forecasts, catastrophe and scenario modelling analyses and results shared by cedents; | |
| ● | reviews of industry insured loss estimates and market share analyses; and | |
| ● | management’s judgement. |
Significant assumptionsAssumptions which served as the basis for the Company’s estimates of reserves for the COVID-19 pandemic losses and loss adjustment expenses include:
| ● | the scope of coverage provided by the underlying policies, particularly those that provide for business interruption coverage; | |
| ● | the regulatory, legislative, and judicial actions that could influence contract interpretations across the insurance industry; | |
| ● | the extent of economic contraction caused by the COVID-19 pandemic and associated actions; and | |
| ● | the ability of the cedents and insured to mitigate some or all of their losses. |
Under the terms of certain of our quota sharequota-share agreements, and due to the nature of claims and premium reporting, a lag exists between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. The reports we receive from our cedents have pre-determined due dates. In the case of the Company’s FAL contract, secondfirst quarter 20212022 premium and loss information will not be made available to the Company until subsequent to the filing of this quarterly report. Thus, our secondfirst quarter results, including the loss and loss adjustment expense reserves presented herein, have been based upon a combination of first quarter actual results for the 2021 calendar year as well as full-year forecasts for 2022 reported to us by the ceding companies for which we used to approximate secondcompanies. We have approximated first quarter results. Similarly, our automotive insurance quota share agreement reports monthly results to us approximately 45 days in arrears, requiring us to approximate full second quarter2022 results under the contract.our contracts based upon this historical and forecasted information.
While the Company believes its estimate of loss and loss adjustment expense reserves are adequate as of June 30, 2021,March 31, 2022, based on available information, actual losses may ultimately differ materially from the Company’s current estimates. The Company will continue to monitor the appropriateness of its assumptions as new information is provided.
A summary of changes in outstanding loss and loss adjustment expense reserves for the quarters ended March 31, 2022 and 2021, is as follows.
Summary of Changes in Outstanding Loss and Loss Adjustment Expense Reserves
| (in thousands) | 2022 | 2021 | ||||||
| Balance, January 1, gross of reinsurance | $ | 2,133 | $ | – | ||||
| Less reinsurance recoverable on loss and LAE expense reserves | – | – | ||||||
| Balance, January 1, net of reinsurance | 2,133 | – | ||||||
| Incurred related to: | ||||||||
| Current year | 732 | 106 | ||||||
| Prior years | 791 | – | ||||||
| Paid related to: | ||||||||
| Current year | (1,026 | ) | ||||||
| Prior years | (675 | ) | – | |||||
| Balance, March 31, net of reinsurance | 1,955 | 106 | ||||||
| Plus reinsurance recoverable related to loss and LAE expense reserves | – | – | ||||||
| Reinsurance recoverable related to loss and LAE expense reserves | - | - | ||||||
| Balance, March 31, gross of reinsurance | $ | 1,955 | $ | 106 | ||||
Note 6. Income Taxes
A summary of income tax expense (benefit) is as follows:
Summary of Income Tax Expense (Benefit)
| 2022 | 2021 | |||||||
| (in thousands) | Three months ended March 31, | |||||||
| 2022 | 2021 | |||||||
| Current income tax benefit – from continuing operations | $ | – | $ | – | ||||
| Current income tax benefit – from discontinued operations | – | – | ||||||
| Total current income tax benefit | – | – | ||||||
| Deferred income tax benefit – from continuing operations | – | – | ||||||
| Deferred income tax benefit – from discontinued operations | – | – | ||||||
| Total deferred income tax benefit | – | – | ||||||
| Total income tax benefit – from continuing operations | – | – | ||||||
| Total income tax benefit – from discontinued operations | $ | – | $ | (145 | ) | |||
| Total income tax benefit | $ | – | $ | (145 | ) | |||
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
A summary of changes in outstanding loss and loss adjustment expense reserves for the six months ended June 30, 2021 is as follows and includes reserves related to both our FAL contract as well as our automotive insurance quota-share agreement which became effective April 1, 2021. There was no activity with respect to loss and loss adjustment expense reserves for the six months ended June 30, 2020.
Summary of Changes in Outstanding Loss and Loss Adjustment Expense Reserves
| (in thousands) | 2021 | |||
| Balance, January 1, gross of reinsurance | $ | – | ||
| Less reinsurance recoverable on loss and LAE expense reserves | – | |||
| Balance, January 1, net of reinsurance | – | |||
| Incurred related to: | ||||
| Current year | 835 | |||
| Prior years | – | |||
| Paid related to: | ||||
| Current year | (157 | ) | ||
| Prior years | – | |||
| Balance, June 30, net of reinsurance | 678 | |||
| Plus reinsurance recoverable related to loss and LAE expense reserves | – | |||
| Balance, June 30, gross of reinsurance | $ | 678 | ||
7. Income Taxes
IncomeActual income tax expense for the three and six months ended June 30, 2021 and 2020 varies(benefit) differs from the amount that would resultincome tax expense computed by applying the applicable statutoryeffective federal incomeand state tax raterates to income before income taxestax expense as summarized in the following table:follows:
SummarySchedule of IncomeReconciliation Effective Tax Expense (Benefit)Rates
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| ($ in thousands) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Income tax expense (benefit) at statutory income tax rate of 21% | $ | 93 | $ | (431 | ) | $ | 69 | $ | (2,422 | ) | ||||||
| Valuation allowance for deferred tax assets deemed unrealizable | 47 | 967 | 40 | 2,004 | ||||||||||||
| Rate differential due to CARES Act | – | – | – | (214 | ) | |||||||||||
| State income tax (net of federal tax benefit) | – | – | (114 | ) | – | |||||||||||
| Share-based compensation | 1 | – | 2 | – | ||||||||||||
| Noncontrolling interests | (140 | ) | (140 | ) | – | |||||||||||
| Other | (1 | ) | (16 | ) | (2 | ) | (33 | ) | ||||||||
| Income tax expense (benefit) | $ | – | $ | 520 | (145 | ) | $ | (665 | ) | |||||||
| Income tax benefit – from continuing operations | $ | – | $ | 520 | $ | – | $ | (665 | ) | |||||||
| Income tax benefit – from discontinued operations | $ | – | $ | – | $ | (145 | ) | $ | – | |||||||
| ($ in thousands) | Three months ended March 31, | |||||||||||||||
| 2022 | 2021 | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| Provision for taxes at U.S. statutory marginal income tax rate of 21% | $ | (803 | ) | 21.0 | % | $ | (24 | ) | 21.0 | % | ||||||
| Valuation allowance for deferred tax assets deemed unrealizable | 798 | (20.9 | )% | (7 | ) | 6.7 | % | |||||||||
| Rate differential due to CARES Act | – | – | % | – | – | % | ||||||||||
| Non-deductible expenses associated with the Share Repurchase Transaction | – | – | % | – | – | % | ||||||||||
| Net operating loss carryback | – | – | % | – | – | % | ||||||||||
| State income tax (net of federal benefit) | – | – | % | (114 | ) | 103.1 | % | |||||||||
| Share-based compensation | 5 | (0.1 | )% | 1 | (1.5 | )% | ||||||||||
| Other | – | – | % | (1 | ) | 1.0 | % | |||||||||
| Income tax benefit | $ | – | – | % | $ | (145 | ) | 130.3 | % | |||||||
Due to the sale of all of the issued and outstanding equity of Maison, MMI and Claimcor (the “Maison Business”) on December 2, 2019, these operations have been classified as discontinued operations in the Company’s financial statements presented herein. For the quarter ended March 31, 2021, we recognized a gain from the sale of the Maison Business of approximately $145,000. This was related to a final true-up and settlement in the current quarter, for income taxes due to the Company under the sale agreement.
As a result of the passage of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company recorded a credit of $214,000 against its income tax expense for the quarter ended March 31, 2020, due to a provision in the CARES Act which allows for the five-year carryback of net operating losses. Prior to the passage of the CARES Act, these net operating losses were only available to offset future taxable income generated by the Company.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes as compared to the amounts used for income tax purposes. As of June 30, 2021, the Company hasThe Company’s gross net deferred tax assets and liabilities are $6.7million and $0.1 million as of approximately $4.0 million; however theMarch 31, 2022. The Company has recorded a valuation allowance against all of its deferred tax assets of $6.5 million, as of March 31, 2022, due to the uncertain nature surrounding our ability to realize these tax benefits in the future, resulting in a net deferred income tax asset of $0 as of June 30, 2021.future. Significant components of the Company’s net deferred tax assets are as follows:
Schedule of Deferred Income Taxes
| 2022 | 2021 | |||||||||||||||
| (in thousands) | ||||||||||||||||
| June 30, 2021 | December 31, 2020 | As of March 31, 2022 | As of December 31, 2021 | |||||||||||||
| Deferred income tax assets: | ||||||||||||||||
| Net operating loss carryforward | $ | 2,060 | $ | 1,143 | $ | 3,329 | $ | 3,010 | ||||||||
| Loss and loss adjustment expense reserves | 22 | 25 | ||||||||||||||
| Unearned premium reserves | 136 | 152 | ||||||||||||||
| Capital loss carryforward | 1,045 | 1,114 | ||||||||||||||
| Share-based compensation | 242 | 216 | 238 | 253 | ||||||||||||
| Investments | 1,728 | 2,570 | 1,886 | 1,692 | ||||||||||||
| Other | 118 | 5 | 4 | 3 | ||||||||||||
| Deferred income tax assets | 4,148 | 3,934 | $ | 6,660 | $ | 6,249 | ||||||||||
| Less: Valuation allowance | (3,972 | ) | (3,934 | ) | (6,513 | ) | (5,715 | ) | ||||||||
| Deferred income tax assets net of valuation allowance | $ | 176 | $ | – | $ | 147 | $ | 534 | ||||||||
| Deferred income tax liabilities: | ||||||||||||||||
| Investments | $ | – | $ | 369 | ||||||||||||
| Deferred policy acquisition costs | $ | 176 | $ | – | 147 | 165 | ||||||||||
| Other | – | – | ||||||||||||||
| Deferred income tax liabilities | $ | 176 | $ | – | $ | 147 | $ | 534 | ||||||||
| Net deferred income tax asset | $ | – | $ | – | ||||||||||||
| Net deferred income tax asset (liability) | $ | – | $ | – | ||||||||||||
As of June 30, 2021,March 31, 2022, the Company had net operating loss carryforwards (“NOLs”) for federal income tax purposes of approximately $9.8$15.9 million, which will be available to offset future taxable income. The Company’s NOLs expire as follows:Approximately $0.5 million inexpire on December 31, 2039, $0.1 million inexpire on December 31, 2040, and $0.71.6 million inof the Company’s NOLs will expire on December 31, 2041. The remaining $8.513.7 million inof the Company’s NOLs do not expire under current tax law. Additionally, the Company has approximately $1.0 million of capital loss carryforward that can only be used to offset capital gains and which will expire in December 2026 if not used prior.
As of June 30, 2021,March 31, 2022, the Company had 0no unrecognized tax benefits. The Company analyzed its tax positions in accordance with the provisions of Accounting Standards Codification Topic 740, Income Taxes, and has determined that there are currently no uncertain tax positions. The Company generally recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
In April 2014, the Company established an equity incentive plan for employees and directors of the Company (the “2014 Plan”). The purpose of the 2014 Plan was to create incentives designed to motivate recipients to significantly contribute toward the Company’s growth and success, to attract and retain persons of outstanding competence, and to provide such persons with an opportunity to acquire an equity interest in the Company.
The 2014 Plan allowed for the issuance of non-qualified stock options, restricted stock, restricted stock units (“RSUs”), performance shares, performance cash awards, and other stock-based awards and provided for the issuance of shares of common stock. On May 31, 2018, the 2014 Plan was terminated with the adoption of the 2018 Plan, as discussed below.
On May 31, 2018, our shareholders approved the 1347 Property Insurance Holdings, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The purpose of the 2018 Plan is to attract and retain directors, consultants, and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for superior performance. The 2018 Plan is administered by the Compensation and Management Resources Committee of the Board and has a term of ten years. The 2018 Plan allows for the issuance of both incentive stock options and non-qualified stock options, stock appreciation rights, RSUs, and other stock-based, as well as cash-based awards, and provides for a maximum of shares available for issuance.
As of June 30, 2021, the Company had RSU agreements outstanding under the 2014 Plan and both non-qualified stock options and RSUs outstanding under the 2018 Plan.
Restricted Stock Units issued under both the 2014 and 2018 Plans
On May 29, 2015, the Company’s Board of Directors granted RSUs to our former Chief Financial Officer, John S. Hill under the 2014 Plan. Each RSU granted entitled Mr. Hill to one share of the Company’s common stock upon the vesting date of the RSU. As of June 30, 2021, all 4,000 RSUs remained outstanding under the grant. On August 6, 2021, in connection with Mr. Hill’s retirement from the Company, the Company’s Compensation Committee approved the vesting of all RSUs.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
On August 22, 2018,December 15, 2021, our shareholders approved the FG Financial Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation and Management Resources Committee grantedof the Board and has a term of ten years. The 2021 Plan awards may be in the form of stock options (which may be incentive stock options or nonqualified stock options), stock appreciation rights (or “SARs”), restricted shares, restricted share units, and other share-based awards, and provides for a maximum of shares of the Company’s common stock (the “Bonus Shares”) and RSUs to Mr. Hill, under the 2018 Plan. Each RSU represents a contingent right to receive one share of the Company’s common stock. As of June 30, 2021, 600 RSUs remained unvested under this grant, however, on August 6, 2021, in connection with Mr. Hill’s retirement from the Company, the Compensation Committee approved the vesting of these RSUs.available for issuance.
Also, on August 22, 2018,As of March 31, 2022, the Company modifiedhad RSUs outstanding and non-qualified stock options outstanding under its compensation programequity incentive plans.
RSUs Outstanding
Schedule of Restricted Stock Units Activity
| Restricted Stock Units | Number of Units | Weighted Average Grant Date Fair Value | ||||||
| Non-vested units, January 1, 2022 | 164,655 | $ | 4.35 | |||||
| Granted | – | – | ||||||
| Vested | (30,796 | ) | 4.45 | |||||
| Forfeited | – | – | ||||||
| Non-vested units, March 31, 2022 | 133,859 | $ | 4.33 | |||||
| Non-vested units, January 1, 2021 | 148,486 | $ | 5.44 | |||||
| Granted | – | – | ||||||
| Vested | (22,067 | ) | 5.46 | |||||
| Forfeited | – | – | ||||||
| Non-vested units, March 31, 2021 | 126,419 | $ | 5.44 | |||||
On December 17, 2021, we issued a total of RSUs to our non-employee directors of the Company, effective September 1, 2018.directors. The modified compensation program allows for an annual grant of RSUs with a value of $40,000, vestingvest in five equal annual installments, beginning with the first anniversary of the grant date. Accordingly,date, other than those RSUs granted to a former director. As the former director made himself available to serve on August 22, 2018, August 13, 2019, and again on August 12, 2020, the Board issued RSUsbut was not elected to each ofdo so at the Company’s then serving non-employee directors, representing a value2021 annual meeting of $40,000 per director. The total number of RSUs granted were on August 22, 2018, on August 13, 2019, and on August 12, 2020. Furthermore, on January 11, 2019, the Company’s Board appointed two new directors to the Board, Ambassador Rita Hayes and Dr. Marsha G. King, resulting in the issuance of RSUs to each of these two directors, representing their pro-rata share of the RSU grant issued to each of the Company’s non-employee directors on an annual basis. The terms of the RSUs granted allow for their immediate vesting, subject to the Board’s discretion, upon a director’s resignation or retirement from the Board. Accordingly, upon the resignation of Marsha G. King and Lewis M. Johnson on December 14, 2020 and March 12, 2021, respectively,shareholders, the Board accelerated the vesting of his RSUs, such that they all vested on January 1, 2022. This included RSUs that had been previously granted to Ms. King, andon December 17, 2021, as well as an additional RSUs that had been previously granted to Mr. Johnson.granted.
The following table summarizes RSU activity for the six months ended June 30, 2021 and 2020.Stock Options Outstanding
Schedule of Restricted Stock Units Activity
| Restricted Stock Units | Number of Units | Weighted Average Grant Date Fair Value | ||||||
| Non-vested units, January 1, 2020 | 140,002 | $ | 5.93 | |||||
| Granted | – | – | ||||||
| Vested | (2,158 | ) | 4.94 | |||||
| Forfeited | – | – | ||||||
| Non-vested units, June 30, 2020 | 137,844 | $ | 5.94 | |||||
| Non-vested units, January 1, 2021 | 148,486 | $ | 5.44 | |||||
| Granted | – | – | ||||||
| Vested | (22,067 | ) | 5.46 | |||||
| Forfeited | – | – | ||||||
| Non-vested units, June 30, 2021 | 126,419 | $ | 5.44 | |||||
Stock options issued under the 2018 Plan:
On January 12, 2021, in connection with Larry G. Swets, Jr.’s appointment as Chief Executive Officer, the Company entered into a Stock Option Agreement (the “Stock Option”) with Mr. Swets under the Company’s 2018 Equity Incentive Plan.Swets. The Stock Option entitles Mr. Swets to purchase up to shares of the Company’s common stock at an exercise price of $ per share. The Stock Option becomes vested and fully exercisable in 20% increments on each anniversary of the grant date, provided that Mr. Swets’ remainSwets remains in the continuous service of the Company through each applicable vesting date and provided that the Company’s book value per share shall havehas increased by 15% or more as compared to the Company’s book value per share as of the fiscal year end prior. The Stock Option expires on .
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The Stock Option contains performance and service conditions that affect vesting. Pursuant to ASC Topic 718- Stock Compensation, these conditions have not been reflected in estimating the fair value of the award upon its grant date,date; however, the Company employed a Monte-Carlo model to estimate the likelihood of satisfaction of the required performance and service conditions. This resulted in a derived service period of approximately years under the grant.
In estimating the fair value of the Stock Option, the Company estimated volatility based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the Stock Option. The expected life of the Stock Option is assumed to be equivalent to its contractual term. The dividend rate is based on our historical rate, which the Company anticipates will remain at zero. The following assumptions were used to determine the estimated fair value of the Stock Option:
| Expected volatility | % | |||||
| Expected life (years) | .00 | |||||
| Risk-free interest rate | 1.15 | % | ||||
| Dividend yield | 0.00 | % |
Schedule of Stock Option Activity
| Common Stock Options | Shares | Weighted Ave Exercise Price | Weighted Ave Remaining Contractual Term (yrs) | Weighted Ave Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Outstanding, January 1, 2022 | 130,000 | $ | 3.38 | $ | 1.88 | $ | 49,400 | |||||||||||||
| Exercisable, January 1, 2022 | – | $ | – | – | $ | – | $ | – | ||||||||||||
| Granted | – | – | – | – | – | |||||||||||||||
| Exercised | – | – | – | – | – | |||||||||||||||
| Cancelled | – | – | – | – | – | |||||||||||||||
| Outstanding, March 31, 2022 | 130,000 | $ | 3.38 | $ | 1.88 | $ | (85,800 | ) | ||||||||||||
| Exercisable, March 31, 2022 | – | $ | – | – | $ | – | $ | – | ||||||||||||
| Outstanding, January 1, 2021 | – | $ | – | – | $ | – | $ | – | ||||||||||||
| Exercisable, January 1, 2021 | – | $ | – | – | $ | – | $ | – | ||||||||||||
| Granted | 130,000 | 3.38 | 1.88 | – | ||||||||||||||||
| Exercised | – | – | – | – | – | |||||||||||||||
| Cancelled | – | – | – | – | – | |||||||||||||||
| Outstanding, March 31, 2021 | 130,000 | $ | 3.38 | $ | 1.88 | $ | 165,100 | |||||||||||||
| Exercisable, March 31, 2021 | – | $ | – | – | $ | – | $ | – | ||||||||||||
On January 18, 2021, Company entered into an Equity Award Letter Agreement (the “Letter Agreement”) with Mr. Swets, pursuant to which the Company clarified its intention to grant an additional stock options, restricted shares or restricted stock units pursuant to a future award (the “Future Award”), subject to the approval of an amended and/or new equity plan, among other conditions. Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation Committee of the specific vesting and other terms of the award.
Total stock-based compensation expense for the sixthree months ended June 30,March 31, 2022 and 2021 and 2020 was approximately $ and $, respectively. As of June 30, 2021,March 31, 2022, total unrecognized stock compensation expense of $ remains, which will be recognized through .December 31, 2026. Stock compensation expense has been reflected in the Company’s financial statements as part of general and administrative expense.
The following table summarizes activity for stock options issued for the six months ended June 30, 2021. There was no activity for the six months ended June 30, 2020.
Schedule of Stock Option Activity
| Common Stock Options | Shares | Weighted Ave Exercise Price | Weighted Ave Remaining Contractual Term (yrs) | Weighted Ave Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Outstanding, January 1, 2021 | – | $ | – | $ | – | $ | – | |||||||||||||
| Exercisable, January 1, 2021 | – | $ | – | $ | – | $ | – | |||||||||||||
| Granted | 130,000 | 3.38 | 1.88 | – | ||||||||||||||||
| Exercised | – | – | – | – | ||||||||||||||||
| Cancelled | – | – | – | – | ||||||||||||||||
| Outstanding, June 30, 2021 | 130,000 | $ | 3.38 | $ | 1.88 | $ | 781,300 | |||||||||||||
| Exercisable, June 30, 2021 | – | $ | – | $ | – | $ | – | |||||||||||||
Warrants
For the six months ended June 30, 2021 and 2020,No warrants were neither granted noror exercised nor did any warrants expire. As of June 30, 2021,during the Company hadquarters ended March 31, 2022 and 2021. On February 24, 2022, warrants outstanding with an exercise price of $15.00, which expire on .
9. Shareholders’ Equity
On May 21, 2021, we completed the underwritten public offering of an additional shares of our preferred stock designated as 8.00% Cumulative Preferred Stock, Series A, par value $ per share (the “Series A Preferred Stock”), for gross proceeds of approximately $4.9 million, before deducting underwriting commissions and offering expenses. This included the exercise in full by the underwriters of their over-allotment option to purchase up to an additional shares, bringing the total number of Series A Preferred Stock shares outstanding to as of June 30, 2021.
Dividends on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day expired. As of March June, September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof. Dividends are payable out of amounts legally available therefor at a rate equal to 8.00% per annum per $25.00 of stated liquidation preference per share, or $ per share of Series A Preferred Stock per year. [The Company’s Board of Directors declared31, 2022, the third quarter 2021 dividend on the shares of Series A Preferred Stock on August 13, 2021.]Company did not have any warrants outstanding.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The Series A Preferred Stock is not redeemable prior to February 28, 2023. On and after that date, the Series A Preferred Stock will be redeemable at our option, for cash, in whole or in part, at a redemption price of $ per share of Series A Preferred Stock, plus all accumulated and unpaid dividends to, but not including, the date of redemption. The Series A Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series A Preferred Stock will generally have no voting rights except as provided in the Certificate of Designations or as from time to time provided by law. The affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and each other class or series of voting parity stock will be required at any time for us to authorize, create or issue any class or series of our capital stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up, to amend any provision of our Certificate of Incorporation so as to materially and adversely affect any rights of the Series A Preferred Stock or to take certain other actions. The Series A Preferred Stock shares trade on the Nasdaq Stock Market under the symbol “FGFPP”.
10.Note 8. Related Party Transactions
Related party transactions are carried out in the normal course of operations and are measured in part by the amount of consideration paid or received, as established and agreed by the parties. Management believes that consideration paid for such services in each case approximates fair value. Except where disclosed elsewhere in these consolidated financial statements, the following is a summary of related party transactions.
Investment in Metrolina
As of June 30, 2021, the Company has invested $4.0 million as a limited partner in FGI Metrolina Property Income Fund, LP (“Metrolina”), which invests in real estate through a real estate investment trust which is wholly owned by Metrolina. The general partner of Metrolina, FGI Metrolina GP, LLC, is managed, in part, by Mr. Cerminara, the Chairman of the Board of Directors of the Company. For the year ending December 31, 2020, the Company made approximately $80,000 in performance allocations to the general partner of Metrolina. Metrolina’s investment program is managed by FGI Funds Management LLC, an affiliate of FGI, which, with its affiliates, is the largest stockholder of the Company. The Company’s investment represents an approximate 52% ownership stake in Metrolina as of June 30, 2021.
Joint Venture Agreement
On March 31, 2020, the Company entered into the Limited Liability Company Agreement (the “LLC Agreement “) of Fundamental Global Asset Management, LLC (“FGAM”), a newly-formed joint venture owned 50% by each of the Company and an affiliate of FGI.FG. The purpose of FGAM is to sponsor, capitalize and provide strategic advice to investment managers in connection with the launch and/or growth of their asset management businessbusinesses and the investment products they sponsor.sponsor (each, a “Sponsored Fund”).
FGAM is governed by a Board of Managers consisting of four managers, two of which arehave been appointed by each member of the joint venture.Member. The Company has appointed two of its independent directors to the Board of Managers of FGAM. Certain major actions, including any decision to sponsor a new investment manager, require the prior consent of both members.Members.
In September 2020, the Company provided seed capital of $5.0 million into FGAM, to capitalize FG Special Situations Fund Advisor, LLC (the “Advisor”),
As of March 31, 2022, the Company had invested $10.8 million, net of redemptions, as a Delaware limited liability company formedpartner in the Fund. Of this amount, $1.8 million has been recorded under the heading “Other assets” on September 2, 2020, and to sponsor the launchCompany’s balance sheet as of FG Special Situations Fund, LP (the “Fund”),March 31, 2022, representing a Delaware limited partnership also formedreturn of capital for investments which were oversubscribed within the Fund. This receivable was settled, in cash, on September 2, 2020. April 1, 2022. The Fund is majority owned by FGAM through the Fund’s general partner of the Fund, and the Advisor, bothinvestment advisor of whichthe Fund are ultimately controlled by Mr. Cerminara, the Chairman of the Company’s Board of Directors. OfPortions of the total $5.0 million invested, approximately $million was used by FG New America Investors, LLC (the “Sponsor”) as part of a total $8.6 million of risk capitalCompany’s investment into the Fund were used to sponsor the launch FG New America Acquisition Corp (NYSE: FGNA), aof special purpose acquisition company which consummated its initial public offering on October 2, 2020. On July 20, 2021, FGNA completed its definitive business combinationcompanies affiliated with Opportunity Financial, LLCcertain of our officers and began operating as OppFi Inc. (“OppFi”), with OppFi’s common stock trading on the NYSE under the ticker symbol “OPFI”. The Fund’s specific investment consists of both class A and class A-1 interests of the Sponsor. On July 15, 2021, the Sponsor entered into a sponsor forfeiture agreement with FGNA and Opportunity Financial, LLC, under which the Sponsor agreed to forfeit a portion of FGNA Class B common stock as well as a portion of warrants to purchase FGNA Class A common stock which the Sponsor previously held. As a result, as of July 20, 2021, the class A and class A-1 interests represent a potential beneficial ownership of approximately million common shares of OPFI as well as approximately 0.36 million warrants to purchase common shares of OPFI at a price of $per share. The class A and class A-1 interests have not been registered under the Securities Act of 1933, as amended, and are not transferrable except as provided for in the operating agreement of the Sponsor.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statementsdirectors.
Mr. Cerminara, is a manager of the Sponsor.our chairman, and Mr. Swets, our Chief Executive Officer, are managers of the sponsor companies FG New America Investors, LLC and Aldel Financial, LLC. Messrs. Cerminara, Swets and Baqar are managers of the sponsor companies of FG Merger and FG Acquisition. Mr. Swets, was the Chief Executive Officer and a director of FGNA however no longer holds those positions following FGNAs business combination with OppFi.and Mr. Swets is also a manager of the Sponsor. Hassan R. Baqar our Chief Financial Officer effective August 6, 2021, was the Chief Financial Officer of FGNA however no longer holds that position followinguntil FGNA’s business combination with OppFi.
In the first quarter, 2021, the Company invested an additional $1.65 million into FGAM, which, in turn, was further invested into the Fund. Additionally, the Fund received outside investment of approximately $0.7 million during the quarter. This additional investment was used by the Fund to sponsor its second SPAC via an investment of $1.0 million in Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (NYSE: ADF). Of the total $1.65 million the Fund invested in Aldel, $1.0 million was allocated to the Company, with the remaining $0.65 million allocated to noncontrolling interests. The Company’s $1 million investment in Aldel, represents the beneficial ownership of approximately Aldel founder shares.
Mr. Swets servesserved as Senior Advisor to Aldel,Aldel; Mr. Baqar servesserved as Director and Chief Financial Officer of Aldel,Aldel; and Mr. Cerminara served as a director of Aldel; until Aldel’s business combination with Hagerty. Messrs. Cerminara, Swets, and Baqar also hold financial interests in the SPACs and/or their sponsor companies. Mr. Swets serves as chairman of FG Merger, while Messrs. Baqar and Cerminara serve as director and senior advisor of FG Merger, respectively. Mr. Swets serves as chief executive officer and director of FG Acquisition. Mr. Baqar serves as chief financial officer, secretary and director of FG Acquisition. Mr. Cerminara serves as chairman of FG Acquisition.
FG SPAC Partners
FGSP was formed to co-sponsor newly formed SPACs with their founders or partners. The Company is the sole managing member of the general partner of FGSP and holds a directorlimited partner interest in FGSP. Certain of Aldel.our directors and officers also hold limited partner interests in FGSP. Mr. Swets holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Mr. Baqar also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. Mr. Cerminara also holds a limited partner interest through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and one of the members.
FGSP has invested in the founder shares and warrants of Aldel, FG Merger and FG Acquisition. Certain of our directors and officers are affiliated with these SPACs and their sponsor companies as described above.
Investment Advisory Agreement
Pursuant to the Investment Advisory Agreement entered into upon closing of the Asset Sale, FG Strategic Consulting, LLC (“FGSC,”, formerly Fundamental Global Advisors LLC), a wholly-owned subsidiary of the Company, has agreed to provideprovides investment advisory services to FedNat, including identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending investment dispositions, and providing advice regarding macro-economic conditions. In exchange for providing the investment advisory services, FedNat has agreed to paypays FGSC an annual fee of $100,000. The Investment Advisory Agreement expires on December 2, 2024.2024.
Shared Services Agreement
On March 31, 2020, the Company entered into a Shared Services Agreement (the “Shared Services Agreement”) with Fundamental Global Management, LLC (“FGM”), an affiliate of FGI,FG, pursuant to which FGM provides the Company with certain services related to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company’s financial and operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent with those customarily performed by executive officers and employees of a public company (collectively, the “Services”).company. In exchange for the Services,these services, the Company pays FGM a fee of $ per quarter (the “Shared Services Fee”), plus reimbursement of expenses incurred by FGM in connection with the performance of the Services, subject to certain limitations approved by the Company’s Board of Directors or Compensation Committee from time to time.
| 21 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
The Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company’s independent directors, at the end of the initial or automatic renewal term upon 120 days’ notice, subject to payment by the Company of certain costs incurred by FGM to wind down the provision of Servicesservices and, in the case of a termination by the Company without cause, payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination.
The Company paid $ and $ to FGM under the Shared Services Agreement for each of the sixthree months ended June 30,March 31, 2022 and 2021, and 2020, respectively.
Notes to Consolidated Financial Statements
Share Repurchase Transaction
On September 15, 2020, the Company entered into a Share Repurchase and Cooperation Agreement (the “Share Repurchase Agreement”) with Hale Partnership Capital Management, LLC and certain of its affiliates (collectively, the “Hale Parties”), which, prior to the transaction, owned more than % of our outstanding common stock (the “Share Repurchase Transaction”).
Pursuant to the Share Repurchase Agreement, the Company agreed to purchase (exclusive of any fees or expenses) all of the shares of the Company’s common stock, owned, of record or beneficially, by the Hale Parties, in exchange for an aggregate of approximately $ million in cash and shares of FedNat common stock previously owned by the Company (the “FedNat Shares”) having an estimated fair value of approximately $ million on September 15, 2020. As acknowledged by the Hale Parties in the Share Repurchase Agreement, that certain Standstill Agreement, dated December 2, 2019, by and between FedNat Holding Company and the Company, imposes certain restrictions in respect of the FedNat Shares transferred by the Company to the Hale Parties. FedNat Holding Company is not party to, or a third-party beneficiary of, the agreement.
The Share Repurchase Agreement contains certain customary standstill provisions that, for a period of five years commencing September 15, 2020 (the “Standstill Period”), prohibit, among other things, the Hale Parties from (i) making certain announcements regarding the Company’s transactions, (ii) soliciting proxies, (iii) acquiring ownership of any securities of the Company, (iv) advising, encouraging or influencing any vote or disposition of any securities of the Company, (v) selling securities of the Company resulting in any third party owning more than % of the outstanding shares of the Company’s common stock (subject to certain exceptions set forth in the Share Repurchase Agreement), (vi) taking actions to change or influence the Board of Directors of the Company, Company management or the direction of certain Company matters and (vii) exercising certain stockholder rights. The Company and the Hale Parties further agreed that they will not disparage each other and that they will not initiate any lawsuit, claim or proceeding with respect to any claims against the Company or any of the Hale Parties, as applicable, based on facts known as of the date of the Share Repurchase Agreement, in each case applicable during the Standstill Period, and to a mutual release of claims.
Each of the Company and the Hale Parties has the right to terminate the Share Repurchase Agreement prior to the end of the Standstill Period if (i) any of the Hale Parties, in the case of the Company, or (ii) the Company, in the case of the Hale Parties, commits a material breach of the Share Purchase Agreement and such breach is not cured within days after notice is given to the breaching party.
As the total consideration paid in the Share Repurchase transaction exceeded the fair value of the treasury shares repurchased by the Company, the Company recorded a charge of approximately $ million to general and administrative expense for the year ended December 31, 2020, representing the estimated fair value of the rights conveyed to the Company pursuant to the standstill provisions in the agreement. The fair value of the shares of Company common stock, or approximately $5.2 million, was recorded to treasury stock.
Formation of FG SPAC Partners, LP
On January 4, 2021, FG SPAC Partners, LP (“FGSP”) was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners. The Company is the sole managing member of the general partner of FGSP and holds an approximate % limited partner interest in FGSP directly and through its subsidiaries. Certain of our directors and officers also hold limited partner interests in FGSP. Our Chief Executive Officer and Director, Larry G. Swets, holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. The Chairman of our Board of Directors, D. Kyle Cerminara, also holds a limited partner interest through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and one of the members.
On January 11, 2021, FGSP purchased founder shares from Aldel, for total consideration of $. On March 25, 2021, FGSP entered into a forfeiture agreement with Aldel whereby FGSP agreed to transfer of these founder shares back to Aldel at no cost. Concurrent with Aldel’s initial public offering, on April 12, 2021, FGSP also purchased 650,000 warrants at a price of $0.10Net earnings per warrant, each exercisable to purchase one share of Aldel’s Class A common stock at an exercise price of $15.00 per share (the “OTM Warrants”), for an aggregate purchase price of $65,000. In addition, the Company through its joint venture investment in Fundamental Global Asset Management, LLC and the FG Special Situations Fund, LP, has invested $1.0 million in the risk capital of Aldel Investors, LLC, which represent beneficial ownership of approximately Aldel founder shares. Altogether, the Company’s investment represents beneficial interests of approximately Aldel founder shares and approximately OTM Warrants. Our Chief Executive Officer and Director, Larry G. Swets, serves as senior advisor to Aldel. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, serves as a director and chief financial officer of Aldel. The Chairman of our Board of Directors, D. Kyle Cerminara serves as a director of Aldel.
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
| 22 |
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
| ($ in thousands) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in thousands, except per share data) | Three months ended March 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2022 | 2021 | |||||||||||||||||||
| Basic and diluted: | ||||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 440 | $ | (2,571 | ) | $ | 328 | $ | (10,868 | ) | ||||||||||||||
| Gain attributable to noncontrolling interests | (667 | ) | – | (666 | ) | – | ||||||||||||||||||
| Net loss from continuing operations | $ | (3,823 | ) | $ | (112 | ) | ||||||||||||||||||
| Loss attributable to noncontrolling interest | – | (1 | ) | |||||||||||||||||||||
| Dividends declared on Series A Preferred Shares | (447 | ) | (350 | ) | (797 | ) | (700 | ) | (447 | ) | (350 | ) | ||||||||||||
| Loss attributable to FG Financial Group, Inc. common shareholders | (674 | ) | (2,921 | ) | (990 | ) | (11,568 | ) | ||||||||||||||||
| Weighted average common shares outstanding | 5,010,377 | 6,068,106 | 5,001,731 | 6,067,975 | ||||||||||||||||||||
| Loss attributable to FG Financial Group, Inc. common shareholders from continuing operations | (4,270 | ) | (461 | ) | ||||||||||||||||||||
| Weighted average common shares | 6,477,568 | 4,992,989 | ||||||||||||||||||||||
| Loss per common share from continuing operations | $ | (0.13 | ) | $ | (0.48 | ) | $ | (0.23 | ) | $ | (1.91 | ) | $ | (0.66 | ) | $ | (0.09 | ) | ||||||
| Gain from sale of Maison Business, net of taxes | $ | – | $ | – | 145 | $ | – | |||||||||||||||||
| Gain from sale of former insurance business | $ | – | $ | 145 | ||||||||||||||||||||
| Weighted average common shares outstanding | 5,010,377 | 6,068,106 | 5,001,731 | 6,067,975 | – | 4,992,989 | ||||||||||||||||||
| Income per common share from discontinued operations | $ | – | $ | – | $ | 0.03 | $ | – | $ | – | $ | 0.03 | ||||||||||||
| Loss per share attributable to common shareholders | $ | (0.66 | ) | $ | (0.06 | ) | ||||||||||||||||||
Schedule of Potentially Dilutive Securities Excluded from Calculation
| As of June 30, | As of March 31, | |||||||||||||||
| 2021 | 2020 | 2022 | 2021 | |||||||||||||
| Warrants to purchase common stock | - | 1,500,000 | ||||||||||||||
| Options to purchase common stock | 130,000 | – | 130,000 | 130,000 | ||||||||||||
| Warrants to purchase common stock | 1,500,000 | 1,500,000 | ||||||||||||||
| Restricted stock units | 126,419 | 147,910 | 133,859 | 126,419 | ||||||||||||
| 1,756,419 | 1,647,910 | 263,859 | 1,756,419 | |||||||||||||
12.Note 10. Commitments and Contingencies
Equity Award Letter Agreement
On January 18, 2021, the Company and the Company’s Chief Executive Officer, Larry Swets, Jr., entered into an Equity Award Letter Agreement (the “Letter Agreement”), pursuant to which the Company agreed to grant Mr. Swets a future award (the “Future Award”) of stock options, restricted shares or restricted stock units, subject to the approval of an amended and/or new equity plan, among other conditions. Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation Committee of the specific vesting and other terms of the award, and an amended and/or new equity plan, in a form to be prepared and reviewed by the Board of Directors of the Company (the “Board”), has been approved by the Board and stockholders of the Company that authorizes a sufficient number of shares of common stock to make such Future Award.
Legal Proceedings:
As of March 31, 2022, the Company was not a party to any legal proceedings and was not aware of any material claims or actions pending or threatened against us. From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. Currently, it is not possible to predict legal outcomes and their impact on the future development of claims. Any such development will be affected by future court decisions and interpretations. Because of these uncertainties, additional liabilities may arise for amounts in excess of the Company’s current reserves.
Operating Lease Commitments:
EffectiveIn July 23, 2021, the Company entered into a lease agreement for office space in St. Petersburg, FL. The lease has a term of one year.12 months. Total minimum rent over the 12-month term is expected to be approximately $17,000. Due to the short-term nature of the lease, the Company has recognized lease expense on a straight-line basis over the term of the lease, with any variable lease payments recognized in the period in which the obligation for the payment occurred. Rent expense was approximately $5,000 for the three months ended March 31, 2022.
In April 2022, the Company entered into a lease agreement for office space in Itasca, IL. The lease has a term of 44 months beginning on May 1, 2022. Total minimum rent over the term of the lease is expected to be approximately $18,00077,000. Rent expense was $10,000and $16,000The Company will account for the six months ended June 30, 2021 and 2020, respectively.lease under ASC 842. Future minimum lease commitments are as follows:
Schedule of Future Minimum Lease Commitments
| Year ending December 31, | Minimum Commitment | |||
| 2022 | $ | 17,500 | ||
| 2023 | 21,000 | |||
| 2024 | 21,000 | |||
| 2025 | 17,500 | |||
| Total | $ | 77,000 | ||
FG FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
Impact of the Coronavirus (COVID-19) Pandemic:Pandemic
We continue to monitor the recent outbreak of the novel coronavirus (COVID-19) on our operations.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 pandemic on our business. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment have negatively impacted and could continue to harm our business and our business strategy. The extent to which our operations and investments may continue to be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new developments concerning the severity of the pandemic and actions by government authorities to contain the pandemic or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. In the event of a major disruption caused by the pandemic, we may lose the services of our employees, experience system interruptions or face challenges accessing the capital or credit markets, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy.
13.Note 11. Segment Reporting
The Company has two 2operating segments; segments—insurance and asset management. The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The measure of profit or loss used by the CODM to identify and measure the Company’s reportable segments is income before income tax. Our insurance segment consists of the operations of our Cayman Islands-based reinsurance subsidiary, FGRe, which, includesas of March 31, 2022, included our two quota sharequota-share reinsurance agreements, as well as the returns associated with the investments made by our reinsurance operations, which include the Company’s FedNat common stock investment, as well as a portion of our investmentinvestments in Aldel.the SPACs which we have sponsored. Our asset management segment includes the operations ofour investment in the Fund, as well as our investments in Metrolina, our investment advisory agreement with FedNat and the operations of our newly formed SPAC Platform.FedNat.
The following table presents the financial information for each segment that is specifically identifiable or based on allocations using internal methodology as of and for the three and six months ended June 30, 2021 and 2020. The three months ended March 31, 2020 marked the first quarter following the sale of the Company’s insurance operations in the Asset Sale. Accordingly, the Company had limited information to present for its insurance segment for 2020, restricted primarily to its investment in FedNat common stock. Furthermore, cash proceeds received as a result of the Asset Sale had not yet been deployed2022 and have been presented in the ‘other’ segment as of June 30, 2020.2021. The ‘other’ category in the table below consists largely of corporate general and administrative expenses which have not been allocated to a specific segment. Segment assets for the “other” category primarily consist of unrestricted cash in the amounts of $7.9 million and $6.7 million as of March 31, 2022 and 2021, respectively.
Summary of Segment Reporting
(in thousands)
For the three months ended June 30, 2021 | Insurance | Asset Management | Other | Total | ||||||||||||
| Revenues from external customers | $ | 937 | $ | 25 | $ | – | $ | 962 | ||||||||
| Interest revenue | – | 4 | – | 4 | ||||||||||||
| Total revenue | 1,676 | 1,526 | – | 3,202 | ||||||||||||
| Depreciation and amortization | – | – | 2 | 2 | ||||||||||||
| Income (loss) before income tax | 540 | 1,430 | (1,530 | ) | 440 | |||||||||||
| For the six months ended June 30, 2021 | ||||||||||||||||
| Revenues from external customers | $ | 1,122 | $ | 80 | $ | – | $ | 1,202 | ||||||||
| Interest revenue | 13 | 12 | – | 25 | ||||||||||||
| Total revenue | 12 | 5,280 | – | 5,292 | ||||||||||||
| Depreciation and amortization | – | – | 33 | 33 | ||||||||||||
| Income (loss) before income tax | (1,589 | ) | 5,028 | (3,111 | ) | 328 | ||||||||||
| As of June 30, 2021 | ||||||||||||||||
| Segment assets | $ | 13,620 | $ | 17,669 | $ | 11,403 | $ | 42,692 | ||||||||
| For the three months ended June 30, 2020 | ||||||||||||||||
| Revenues from external customers | $ | – | $ | 25 | $ | – | $ | 25 | ||||||||
| Interest revenue | – | 42 | – | 42 | ||||||||||||
| Total revenue | (567 | ) | 21 | – | (546 | ) | ||||||||||
| Depreciation and amortization | – | – | 1 | 1 | ||||||||||||
| Income (loss) before income tax | (600 | ) | 21 | (1,472 | ) | (2,051 | ) | |||||||||
| For the six months ended June 30, 2020 | ||||||||||||||||
| Revenues from external customers | $ | – | $ | 50 | $ | 4 | $ | 54 | ||||||||
| Interest revenue | – | 125 | – | 125 | ||||||||||||
| Total revenue | (9,539 | ) | 312 | 4 | (9,223 | ) | ||||||||||
| Depreciation and amortization | – | – | 2 | 2 | ||||||||||||
| Income (loss) before income tax | (9,572 | ) | 312 | (2,273 | ) | (11,533 | ) | |||||||||
| As of June 30, 2020 | ||||||||||||||||
| Segment assets | $ | 19,636 | $ | 4,082 | $ | 28,103 | $ | 54,783 | ||||||||
| (in thousands) | ||||||||||||||||
| For the three months ended March 31, 2022 | Insurance | Asset Management | Other | Total | ||||||||||||
| Net premiums earned | $ | 2,473 | $ | – | $ | – | $ | 2,473 | ||||||||
| Net investment loss | (969 | ) | (1,377 | ) | – | (2,346 | ) | |||||||||
| Other income | – | 25 | – | 25 | ||||||||||||
| Total revenue | 1,504 | (1,352 | ) | – | 152 | |||||||||||
| Loss before income tax | (661 | ) | (1,562 | ) | (1,600 | ) | (3,823 | ) | ||||||||
| As of March 31, 2022 | ||||||||||||||||
| Segment assets | $ | 11,995 | $ | 13,365 | $ | 10,284 | $ | 35,644 | ||||||||
| For the three months ended March 31, 2021 | ||||||||||||||||
| Net premiums earned | $ | 185 | $ | – | $ | – | $ | 185 | ||||||||
| Net investment (loss) income | (1,849 | ) | 3,699 | – | 1,850 | |||||||||||
| Other income | – | 55 | – | 55 | ||||||||||||
| Total revenue | (1,664 | ) | 3,754 | – | 2,090 | |||||||||||
| Income (loss) before income tax | (2,129 | ) | 3,598 | (1,581 | ) | (112 | ) | |||||||||
| As of March 31, 2021 | ||||||||||||||||
| Segment assets | $ | 10,533 | $ | 16,375 | $ | 8,952 | $ | 35,860 | ||||||||
FG FINANCIAL GROUP, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our consolidated financial statements and related notes and information included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report for the year ended December 31, 20202021 on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2021.30, 2022.
Unless context denotes otherwise, the terms “Company,” “FGF,” “we,” “us,” and “our,” refer to FG Financial Group, Inc., and its subsidiaries.
Cautionary Note about Forward-Looking Statements
This Quarterly Report on Form 10-Q 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. You should be aware that many of the risks listed below were, and may continue to be, exacerbated by the COVID-19 pandemic.
Management cautions that the forward-looking statements in this Quarterly Report on Form 10-Q 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 limited business operations since the closing of the Asset Sale; risks associated with our inability to identify and realize business opportunities, and the undertaking of any new such opportunities, following the Asset Sale; our ability to spend or invest the net proceeds from the Asset Sale in a manner that yields a favorable return; general conditions in the global economy, including the impact of health and safety concerns from the current COVID-19 pandemic and the impact of governmental measures taken in response thereto; the uncertainty and difficulty in predicting the ultimate impact of the COVID-19 pandemic on our business;pandemic; 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 real estate assets;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 not 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 publicly tradedpublic 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; the impact of the COVID-19 pandemic on the business of FedNat Holding Company; continued volatility or further decline in the value of the shares of FedNat Holding Company common stock received by us as consideration in the Asset Salesale of our insurance business or limitations and restrictions with respect to our ownership of such shares; risks of being a minority stockholder of FedNat Holding Company; risks associated with our related party transactions and investments; and risks associated with our inabilityinvestments in SPAC, including the failure of any such SPAC to continue to satisfy the listing standards of the Nasdaq following completion of the Asset Sale.complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materialize,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.
FG FINANCIAL GROUP, INC.
Overview
FG Financial Group, Inc. (“FGF”, the “Company”, “we”, or “us”) is a reinsurance and investment management holding company focusedcompany. We focus on opportunistic collateralized and loss cappedloss-capped reinsurance, while allocating capital in partnership with Fundamental Global®, and from time to time, other strategic investors, to SPAC and SPAC sponsor-related businesses. The Company’s principal business operations are conducted through its subsidiaries and affiliates. The Company also provides investment management services. From our inception in October 2012 through December 2, 2019, we operated as an insurance holding company, writing property and casualty insurance throughout the states of Louisiana, Florida, and Texas through our subsidiaries.Texas. On December 2, 2019, we sold our three former insurance subsidiaries, and embarked on a newupon our current strategy focused on insurance, reinsurance real estate, and asset management.
As of June 30, 2021,March 31, 2022, Fundamental Global Investors,GP, LLC, a privately owned investment management company, and its affiliates, or FGI,“FG,” beneficially owned approximately 61%56% of our outstanding shares of common stock. D. Kyle Cerminara, Chairman of our Board of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FGI.FG.
Sale of the MaisonInsurance Business
On December 2, 2019, we completed the sale of all of the issued and outstanding equity of three of the Company’s then wholly-ownedour insurance subsidiaries Maison Insurance Company (“Maison”), Maison Managers Inc. (“MMI”) and ClaimCor, LLC (“ClaimCor” and, together with Maison and MMI, the “Maison Business” or the “Insurance Companies”), to FedNat Holding Company for a Florida corporation (“FedNat”), pursuant to the terms and conditionscombination of the Equity Purchase Agreement, dated as of February 25, 2019 (the “Purchase Agreement”), by and among the Company and each of Maison, MMI and ClaimCor, on the one hand,cash and FedNat on the other hand (the “Asset Sale”).
As consideration for the Asset Sale, FedNat paid the Company $51.0 million, consisting of $25.5 million in cash and $25.5 million in FedNat’s common stock, or 1,773,102 shares of common stock. In addition, upon the closing of the Asset Sale, $18.0 million of outstanding surplus note obligations payable by Maison to the Company, plus all accrued but unpaid interest, was repaid to the Company.
On December 31, 2019, theThe shares of FedNat common stock issued to the Companywe received in connection with the Asset Sale were registered under the Securities Act of 1933, as amended (the “Securities Act”),issued to us pursuant to the terms of the Registration Rights Agreement entered into by the Company and FedNat at the closing of the Asset Sale.
In addition to the Registration Rights Agreement, the Company and FedNat entered into a Standstill Agreement, a Reinsurance Capacity Right of First Refusal Agreement (the “Reinsurance Agreement”), and an Investment Advisory Agreement at the closing of the Asset Sale.
Standstill Agreement
The Standstill Agreement imposesstandstill agreement which provides certain limitations and restrictions with respect to the voting and sale or transfer of the securities until December 2024. As of FedNat (includingMarch 31, 2022, we continue to hold 790,371 shares of FedNat common stock) that are owned or held beneficially or of record by the Company. Under the Standstill Agreement, the Company has agreed to vote all of the voting securities of FedNat beneficially owned by the Company in accordance with the recommendation of the board of directors of FedNat with respect to any matter that is before the stockholders of FedNat for a vote by such stockholders. The Standstill Agreement imposes limitations on the sale of voting securities of FedNat held by the Company and restricts the Company from taking certain actions as a holder of voting securities of FedNat. The Standstill Agreement expires on December 2, 2024.
For insurance regulatory purposes, the Company has waived any rights that it may have to exercise control of FedNat.stock.
FG FINANCIAL GROUP, INC.
Reinsurance Capacity Right of First Refusal Agreement
The Reinsurance Agreement provides the Company with a right of first refusal to sell reinsurance coverage to the insurance company subsidiaries of FedNat, providing reinsurance on up to 7.5% of any layer in FedNat’s catastrophe reinsurance program, subject to the annual reinsurance limit of $15.0 million, on the terms and subject to the conditions set forth in the Reinsurance Agreement. All reinsurance sold by the Company pursuant to the right of first refusal, if any, will be memorialized in an agreement in such form and subject to such terms and conditions as are customary in the property and casualty insurance industry. The Reinsurance Agreement is assignable by the Company subject to conditions set forth in the agreement. The term of the Reinsurance Agreement is five years, expiring on December 2, 2024. As of June 30, 2021, the Company has not provided any reinsurance coverage to FedNat under the Reinsurance Agreement.
Investment Advisory Agreement
Pursuant to the Investment Advisory Agreement, FG Strategic Consulting, LLC (“FGSC,” formerly Fundamental Global Advisors LLC), a wholly-owned subsidiary of the Company, was formed to provide investment advisory services to FedNat, which include identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending investment dispositions, and providing advice regarding macro-economic conditions. In exchange for providing the investment advisory services, FedNat has agreed to pay FGSC an annual fee of $100,000. The term of the Investment Advisory Agreement is five years, expiring on December 2, 2024.
Current Business
Our strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, while allocating capital to special purpose acquisition companies (“SPACs”) and SPAC sponsor-related businesses. Accordingly, in the first quarter 2021, we have launched our “SPAC Platform,” as further discussed below. As part of our refined focus, we have adopted the following capital allocation philosophy:
“Grow intrinsic value per share with a long-term focus using fundamental research, allocating capital to asymmetric risk/reward opportunities.”
Historically, the Company has operated a real estate business through its subsidiary, FGI Metrolina Property Income Fund, LP, however, the Company does not anticipate that its real estate business will be a significant component of its future business plans.
Reinsurance:
The Company has formed a wholly-owned reinsurance subsidiary, FG Reinsurance Ltd. (“FGRe”), a Cayman Islands limited liability company, to provide specialty property and casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Insurance Law, 2010 and underlying regulations thereto and is subject to regulation by the Cayman Islands Monetary Authority (the “Authority”). The terms of the license require FGRe to receive a capital infusion in the amount of $5.0 million, which the Company effected in July 2020 via the transfer of 156,000 shares of FedNat common stock from the Company along with approximately $3.3 million in cash. The terms of the insurer license also require advance approval from the Authority should FGRe wish to enter into any reinsurance agreements which are not fully collateralized to their aggregate exposure limit. In November 2020, FGRe entered into its first reinsurance transaction, effective January 1, 2021, through a Funds at Lloyds syndicate (“FAL”). The maximum loss exposure in the transaction is approximately $2.9 million and covers all risks written by the syndicate during the 2021 calendar year. On November 12, 2020 FGRe initially funded a trust account at Lloyd’s with approximately $2.4 million in cash to collateralize its obligations under the contract. Effective April 1, 2021 FGRe entered into its second reinsurance contract with a leading insurtech company that provides automotive insurance utilizing driver monitoring to predictively segment and price drivers. FGRe’s exposure is limited by a loss-cap stipulated within the quota-share agreement.
Asset Management:
FGSC serves as an investment advisor to FedNat under the investment advisory agreement entered into at the closing of the Asset Sale. The Company has also formed Fundamental Global Asset Management, LLC (“FGAM”), a joint venture with an affiliate of FGI, to sponsor investment advisors that will manage private funds ranging the full spectrum of alternative equities, fixed income, private equity and real estate. In September 2020, the joint venture sponsored the launch of FG Special Situations Fund via an investment of $5.0 million. Approximately $4.0 million of this investment represented the sponsorship of our first special purpose acquisition company, or “SPAC”.
FG FINANCIAL GROUP, INC.
Insurance:
FGRe is currently in the process of establishing and seeking regulatory approvals for a Risk Retention Group (“RRG”) to be domiciled in the State of Vermont for the purpose of providing directors and officers insurance coverage to special purpose acquisition vehicles. The Company expects to begin operation of the RRG in the 4th quarter of 2021. FGRe would anticipate providing capital, along with other participants, to facilitate the underwriting of such insurance coverage. The Company will focus on fee income derived from originating, underwriting, and servicing the insurance business, while mitigating our financial risk with external reinsurance partners.
SPAC Platform
On December 21, 2020 we formed FG SPAC Solutions LLC (“FGSS”), a Delaware company, to facilitate the launch of our “SPAC Platform”. Under the SPAC Platform, we plan to provide various strategic, administrative, and regulatory support services to newly formed SPACs for a monthly fee. The Company co-founded a partnership, FG SPAC Partners, LP (“FGSP”) to participate as a co-sponsor for newly formed SPACs. The Company also participates in the risk capital investments associated with the launch of such SPACs through its Asset Management business, specifically FG Special Situations Fund, LP. The first transaction entered into under the SPAC Platform occurred on January 11, 2021 by and among FGSS and Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (“Aldel”), a special purpose acquisition company which consummated its initial public offering on April 12, 2021. Under the services agreement between FGSS and Aldel Investors, LLC (the “Agreement”), FGSS has agreed to provide certain accounting, regulatory, strategic advisory, and other administrative services to Aldel, which include assistance with negotiations with a potential merger target for the SPAC as well as assistance with the de-SPAC process. Additional information regarding our formation of FGSS and our SPAC Platform can be found in Note 10 – Related Party Transactions under the heading “Formation of FG SPAC Partners, LP.”
Impact of the Coronavirus (COVID-19) Pandemic
We continue to monitor the recent outbreak of the novel coronavirus (COVID-19) on our operations.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 pandemic on our business. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment have negatively impacted and could continue to harm our business and our business strategy. The extent to which our operations and investments may continue to be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new developments concerning the severity of the pandemic and actions by government authorities to contain the pandemic or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. In the event of a major disruption caused by the pandemic, we may lose the services of our employees, experience system interruptions or face challenges accessing the capital or credit markets, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy.
Critical Accounting Estimates and Assumptions
Critical accounting policiesestimates are those estimates made in accordance with generally accepted accounting principles that require usinvolve a significant level of estimation uncertainty and have had or are reasonably likely to make significant judgments, estimates or assumptions that affect amounts reported inhave a material impact on our financial statementscondition or the notes thereto. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable and prudent.results of operations. Actual results may differ materially from these estimates. The business and economic uncertainty resulting from the novel coronavirus (COVID-19) pandemic has made such estimates and assumptions difficult to calculate. Set forth below is a summary of what we believequalitative and quantitative information necessary to be our mostunderstand the estimation uncertainty and the impact the critical accounting policies and estimates.
FG FINANCIAL GROUP, INC.
Discontinued Operations:
Dueestimate has had or is reasonably likely to have on financial condition or results of operations, to the saleextent the information is material and reasonably available. Certain of all of the issued and outstanding equity of Maison, MMI and ClaimCor (the “Maison Business”) on Decemberthese are described in Note 2, 2019, these operations have been classified as discontinued operations in the Company’s financial statements presented herein. For the six months ended June 30, 2021, we recognized a gain from the sale of the Maison Business of approximately $145,000. This was related to a final true-up and settlement in the current quarter, for income taxes due to the CompanySignificant Accounting Policies, under the sale agreement.captions, “Investments in Equity Securities,” Other Investments,” “Premium Revenue Recognition,” “Policy Acquisition Costs,” “Loss and Loss Adjustment Expense Reserves,” and “Stock Based Compensation.”
Valuation of Investments
The Company’s equity securities are recorded at fair value using observable inputs such as quoted prices in both active and inactive markets, quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs. CertainConsolidation of the Company’s equity securities do not trade on established markets and are thus valued using unobservable inputs and other valuation approaches such as an income or market approach and are accordingly classified as Level 3 valuation inputs under the fair value hierarchy established by the Financial Accounting and Standards Board. Due to the inherent uncertainty of valuations, the fair values reflected in the financial statements as of the measurement date may differ materially from: 1) values that would have been used had a readily available market existed for these investments; and 2) the values that may ultimately be realized upon sale of the investments.
Any change in the estimated fair value of its investments could impact the amount of unrealized gain or loss the Company has recorded, which could change the amount the Company has recorded for its investments and on its consolidated balance sheets and statements of income.
Gains and losses realized on the disposition of investments are determined on the first-in first-out basis and credited or charged to the consolidated statements of income and comprehensive income.
The Company performs a quarterly analysis of its investment portfolio to determine if declines in market value are other-than-temporary. Further information regarding its detailed analysis and factors considered in establishing an other-than-temporary impairment on an investment is discussed within Note 4 – Investments, to the consolidated financial statements.
Variable Interest Entities
The determination of whether or not to consolidate a variable interest entity under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, management has conducted an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate the entity. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements, management will reconsider its conclusion regarding the status of an entity as a variable interest entity.
Valuation of Net Deferred Income Taxes
The provision for income taxes is calculated based on the expected tax treatment of transactions recorded in the Company’s consolidated financial statements. In determining its provision for income taxes, the Company interprets tax legislation in a variety of jurisdictions and makes assumptions about the expected timing of the reversal of deferred income tax assets and liabilities and the valuation of net deferred income taxes.
The ultimate realization of the deferred income tax asset balance is dependent upon the generation of future taxable income during the periods in which the Company’s temporary differences reverse and become deductible. A valuation allowance is established when it is more likely than not that all or a portion of the deferred income tax asset balance will not be realized. In determining whether a valuation allowance is needed, management considers all available positive and negative evidence affecting specific deferred income tax asset balances, including the Company’s past and anticipated future performance, the reversal of deferred income tax liabilities, and the availability of tax planning strategies. To the extent a valuation allowance is established in a period, an expense must be recorded within the income tax provision in the consolidated statements of income and comprehensive income.
FG FINANCIAL GROUP, INC.
Premium Revenue Recognition:Recent Accounting Pronouncements
The Company participates in quota share contracts and estimates the ultimate premiums for the contract period. These estimates are based on information received from the ceding companies, whereby premiums are recorded as written in the same periods in which the underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly, in arrears and thus for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums relating to the risks underwritten during the lag period.
Premium estimates are reviewed by management periodically. Such review includes a comparison of actual reported premiums to expected ultimate premiums. Based on management’s review, the appropriateness of the premium estimates is evaluated, and any adjustments to these estimates are recorded in the period in which they are determined. Changes in premium estimates, including premiums receivable, are not unusual and may result in significant adjustments in any period. A significant portion of amounts included in the caption “Reinsurance balances receivable” in the Company’s consolidated balance sheets represent estimated premiums written, net of commissions, brokerage, and loss and loss adjustment expense, and are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract that has no remaining coverage period are earned in full when written.
Premiums written are generally recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided.
Policy Acquisition Costs
Policy acquisition costs are costs that vary with, and are directly related to, the successful production of new and renewal business, and consist principally of commissions, taxes and brokerage expenses. If the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, deferred acquisition costs are written off to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs then a liability is accrued for the excess deficiency. There were no premium deficiency adjustments recognized during the periods presented herein.
Loss and Loss Adjustment Expense Reserves
These reserve estimates are based on estimates derived from reports received from ceding companies. These estimates are periodically reviewed by the Company’s management and adjusted as necessary. Since reserves are estimates, the final settlement of losses may vary from the reserves established and any adjustments to the estimates, which may be material, are recorded in the period they are determined.
Loss estimates may also be based upon actuarial and statistical projections, an assessment of currently available data, predictions of future developments, estimates of future trends and other factors. The final settlement of losses may vary, perhaps materially, from the reserves recorded. All adjustments to the estimates are recorded in the period in which they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established, with no allowance for the establishment of loss reserves to account for expected future loss events.
Generally, the Company obtains regular updates of premium and loss related information for the current and historical periods, which are utilized to update the initial expected loss ratio. We also experience lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, thirty days after each month end). As a result, the lag depends in part upon the terms of the specific contract. The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most of the contracts that have the potential for large single event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event.
FG FINANCIAL GROUP, INC.
Stock-Based Compensation Expense
The Company uses the fair-value method of accounting for stock-based compensation awards granted. The Company determines the fair value of the stock options on their grant date using the Black-Scholes option pricing model and determines the fair value of restricted stock units (“RSUs”) on their grant date using the fair value of the Company’s common stock on the date the RSUs were issued (for those RSU which vest solely based upon the passage of time), as well as using multiple Monte Carlo simulations for those RSUs with market-based vesting conditions. The fair value of these awards is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest, with a corresponding increase to additional paid-in capital. When the stock options are exercised, or correspondingly, when the RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders’ equity.
New Accounting Pronouncements
See Item 8, Note 3 – “RecentlyRecently Adopted and Issued Accounting Standards”Standards in the Notes to the consolidated financial statements included in Part I, Item 1 of this reportConsolidated Financial Statements for a discussion of recent accounting pronouncements and their effect, if any, on the Company.
Analysis of Financial Condition
As of June 30, 2021 comparedMarch 31, 2022 Compared to December 31, 20202021
Investments
The following table summarizesSee Note 4, Investments and Fair Value Disclosure, for information regarding the Company’s investments in equity securitiesheld at fair value as of June 30, 2021March 31, 2022 and December 31, 2020.
| ($ in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Amount | ||||||||||||
| As of June 30, 2021 | ||||||||||||||||
| FedNat common stock | $ | 20,751 | $ | – | $ | 14,763 | $ | 5,988 | ||||||||
| SPAC investments | 680 | 4 | – | 684 | ||||||||||||
| Private placements | 5,679 | 5,116 | – | 10,795 | ||||||||||||
| Total equity securities | $ | 27,110 | $ | 5,120 | $ | 14,763 | $ | 17,467 | ||||||||
| As of December 31, 2020 | ||||||||||||||||
| FedNat common stock | $ | 20,751 | $ | – | $ | 12,209 | $ | 8,542 | ||||||||
| Private placements | 4,012 | – | – | 4,012 | ||||||||||||
| Total equity securities | $ | 24,763 | $ | – | $ | 12,209 | $ | 12,554 | ||||||||
FedNat Common Stock
On December 2, 2019, the Company received 1,773,102 shares2021 and our holdings of FedNat Holding Company common stock (Nasdaq: FNHC), along with $25.5 million cash as considerationstock.
Deconsolidation of Subsidiary
See Note 4, under the caption, “Deconsolidation of Subsidiary,” for the Asset Sale. On July 14, 2020, the Company transferred 156,000 sharesinformation regarding deconsolidation of FedNat common stock to FGRe, a wholly-owned subsidiary of the Company, as a capital contribution for no consideration, and, on September 15, 2020, the Company transferred 330,231 shares of FedNat common stock to the Hale Parties as further discussed in Note 10 – “Related Party Transactions”. Following the transactions, the Company directly holds 1,286,871 shares of FedNat common stock. As of August 11, 2021, the estimated fair value of the 1,442,871 shares of FedNat common stock held in the aggregate by the Company and its subsidiary was [$6.3 million]FG Special Situations Fund, LP (the “Fund”).
SPACEquity Method Investments
SPAC investments consist of the public equity of newly formed special purpose acquisition companies held by the Fund. The investments typically consist of one share of common stock of the SPAC, along with one-half of one redeemable warrant entitling the holder to purchase one share of common stock at an exercise price of $11.50 per share, although the number of warrants and/or the exercise price of the warrant may vary. The investments are typically issued by the SPAC as a combined unit consisting of both the common stock and warrant at a price of $10.00 per unit; however the offering price may also vary. Following the initial public offering of the SPAC, these units are separated into individual shares of common stock and warrants. The SPAC investments which we have purchased trade on either of the Nasdaq Stock Market or New York Stock Exchange.
FG FINANCIAL GROUP, INC.
Private Placements
Private placements typically consist of the private equity and risk capital associated with the sponsorship of SPACs and are also held by the Fund. In September 2020, the Company invested $5.0 million into its joint venture, Fundamental Global Asset Management, LLC (“FGAM’), to capitalize FG Special Situations Fund Advisor, LLC (the “Advisor”), a Delaware limited liability company formed on September 2, 2020, and to sponsor the launch of the Fund. The Fund is majority owned by FGAM through the Fund’s general partner and the Advisor, both of which are ultimately controlled by Mr. Cerminara, the Chairman of the Company’s Board of Directors. Of the initial $5.0 million investment, approximately $4.0 million was used by FG New America Investors, LLC (the “Sponsor”) as part of a total $8.6 million of risk capital used to launch FG New America Acquisition Corp (“FGNA”), a special purpose acquisition company which consummated its initial public offering on October 2, 2020. On July 20, 2021, FGNA completed its definitive business combination with Opportunity Financial, LLC and began operating as OppFi Inc. (“OppFi”), with OppFi’s common stock trading on the NYSE under the ticker symbol “OPFI”. The Fund’s specific investment consists of both class A and class A-1 interests of the Sponsor. On July 15, 2021, the Sponsor entered into a sponsor forfeiture agreement with FGNA and Opportunity Financial, LLC, under which the Sponsor agreed to forfeit a portion of FGNA Class B common stock as well as a portion of warrants to purchase FGNA Class A common stock which the Sponsor previously held. As a result, as of July 20, 2021, the class A and class A-1 interests represent a potential beneficial ownership of approximately 0.86 million common shares of OPFI as well as approximately 0.36 million warrants to purchase common shares of OPFI at a price of $11.50 per share. The class A and class A-1 interests have not been registered under the Securities Act of 1933, as amended, and are not transferrable except as provided for in the operating agreement of the Sponsor.
The Company has determined that its investment inSee Note 4, under the Fund represents an investment in a variable interest entity (“VIE”) in which the Company is the primary beneficiary and as such, has consolidated the financial results of the Fund as of June 30, 2021. The Company evaluates whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether the Company is the primary beneficiary, the Company evaluates its control rights as well as economic interests in the entity held either directly or indirectly through affiliates via both qualitative and quantitative analysis. Further investments in, or redemptions of investments in FGAM, by either member of joint venture could affect the entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Company assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
In the first quarter, 2021, the Company invested an additional $1.65 million into the Fund. Additionally, the Fund received outside investment of approximately $0.7 million, resulting in the presentation of noncontrolling interests incaption, “Equity Method Investments,” for information relating to the Company’s consolidated balance sheet as of June 30, 2021. This additional investment was used by the Fund to sponsor its second SPAC via an investment of $1.65 million in Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (NYSE: ADF). Of the total $1.65 million the Fund invested in Aldel, $1.0 million was allocated to the Company, with the remaining $0.65 million allocated to noncontrolling interests. The Company’s $1 million investment in Aldel, represents the beneficial ownership of approximately 286,000 Aldel founder shares.
Other Investments
Other investments consist of equity investments made in privately held companies accounted for under the equity method. Equity method investments include our investment of $4.0 million in FGI Metrolina Property Income Fund, LP (“Metrolina”), which invests in real estate through a real estate investment trust which is wholly owned by Metrolina. The general partner of Metrolina, FGI Metrolina GP, LLC, is managed, in part, by Mr. Cerminara, the Chairman of the Company’s Board of Directors. The Company, a limited partner of Metrolina, does not have a controlling interest, but exerts significant influence over the entity’s operating and financial policies as it owns an economic interest of approximately 52% as of June 30, 2021. We have recorded equity method earnings from our investment in Metrolina of approximately $25,000 and $95,000 and for each of the six months ended June 30, 2021 and 2020, respectively. The carrying value of our investment in Metrolina as of June 30, 2021 was approximately $4.72 million, which represents $0.72 million in undistributed earnings.
Equity method investments also include our investment in FG SPAC Partners, LP (“FGSP”). On January 4, 2021, FGSP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners. The Company is the sole managing member of the general partner of FGSP and holds an approximate 49% limited partner interest in FGSP directly and through its subsidiaries. Certain of our directors and officers also hold limited partner interests in FGSP. Our Chief Executive Officer and Director, Larry G. Swets, holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. The Chairman of our Board of Directors, D. Kyle Cerminara, also holds a limited partner interest through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and one of the members. We have recorded equity method earnings from our investment in FGSP of approximately $1.43 million for the six months ended June 30, 2021. The carrying value of our investment in FGSP as of June 30, 2021 was approximately $1.51 million, representing $1.43 million in undistributed earnings.
FG FINANCIAL GROUP, INC.
On January 11, 2021, FGSP purchased 1,075,000 founder shares from Aldel, for total consideration of $4,674. On March 25, 2021, FGSP entered into a forfeiture agreement with Aldel whereby FGSP agreed to transfer 575,000 of these founder shares back to Aldel at no cost. Concurrent with Aldel’s initial public offering, on April 12, 2021, FGSP also purchased 650,000 warrants at a price of $0.10 per warrant, each exercisable to purchase one share of Aldel’s Class A common stock at an exercise price of $15.00 per share (the “OTM Warrants”), for a purchase price of $65,000. In addition, as discussed above, the Company, through the Fund, has invested $1.0 million in the risk capital of Aldel Investors, LLC, which represent beneficial ownership of approximately 286,000 Aldel founder shares. Altogether, the Company’s investment represents beneficial interests of approximately 533,000 Aldel founder shares and approximately 321,000 OTM Warrants. Our Chief Executive Officer and Director, Larry G. Swets, serves as senior advisor to Aldel. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, serves as a director and chief financial officer of Aldel. The Chairman of our Board of Directors, D. Kyle Cerminara serves as a director of Aldel.
Other investments also consist of equity we have purchased in a limited partnership and a limited liability company for which there does not exist readily determinable fair values. The Company accounts for these investments at their cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of the same issuer. Any profit distributions the Company receives on these investments are included in net investment income. The Company’s total investment in these two entities was approximately $483,000 as of June 30, 2021. For the six months ended June 30, 2021 and 2020, the Company has received profit distributions of $45,000 and $42,000 on these investments, respectively, which has been included in income. Furthermore, both investments began the process of returning capital back to its investors in 2020. As of June 30, 2021, the Company has received approximately 38% of its initial $776,000 investment back from these investments.
Impairment:Investments without Readily Determinable Fair Value
For equity securitiesSee Note 4, under the caption, “Investments without Readily Determinable Fair Value,” for information relating to Company investments for which readily determinable fair values impairment is determined via a qualitative assessment which considers indicators to evaluate whether the investment is impaired. Some of these indicators include a significant deterioration in the earnings performance or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee operates, or doubt over an investee’s ability to continue as a going concern. If the investment is deemed to be impaired after conducting this analysis, the Company would estimate the fair value of the investment to determine the amount of impairment loss.do not exist.
For equity method investments, such as the Company’s investment in Metrolina, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the investment, or a deterioration in the value of the investee’s underlying assets. If these, or other indicators lead to the conclusion that there is a decrease in the value of the investment that is other than temporary, the Company would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under the equity method of accounting.
The risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:
We have not recorded an impairment on our investments for either of the six months ended June 30, 2021 and 2020.
FG FINANCIAL GROUP, INC.
Funds Deposited with Reinsured Companies
On November 12, 2020, FGRe, our Cayman Islands based reinsurance subsidiary, initially funded a trust account at Lloyd’s with approximately $2.4 million in cash,See Note 2, under the caption, “Funds Held by Cedents,” for information relating to collateralize its obligations under our quota share agreement. The quota share agreement became effective January 1, 2021. As of June 30, 2021, the balance in the trust account was $2.7 million. We also anticipate that we will be required to provide additionalFGRe’s collateral in the third quarter 2021, to support our automotive insurance quota-share agreement entered into April 1, 2021.
Current Income Taxes Recoverable
Current income taxes recoverable were approximately $1.5 million as of June 30, 2021, compared to approximately $1.7 million as of December 31, 2020, representing the estimate of both the Company’s state and federal income taxes receivable as of each date.deposits.
Reinsurance Balances Receivable
Reinsurance balances receivable were $2.2$3.8 million as of June 30, 2021March 31, 2022 compared to $0$3.9 million as of December 31, 2020 and represent2021, representing net amounts due to the Company under our quota sharequota-share agreements. As the Company estimates the ultimate premiums, loss expenses and other costs associated with some of these contracts, based on information received by us from the ceding companies, a significant portion of this balance is based on estimates and, ultimately, may not ultimately be collected by the Company.
Net Deferred Taxes
DeferredSee Note 6, Income Taxes, for information relating to deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes, as compared to the amounts used for income tax purposes. As of June 30, 2021, the Company has gross net deferred tax assets of approximately $4.0 million; however the Company has recorded a valuation allowance against all of its deferred tax assets due to the uncertain nature surrounding our ability to realize these tax benefits in the future, resulting in a net deferred tax asset of $0 as of June 30, 2021. Significant components of the Company’s net deferred taxes are as follows:taxes.
| June 30, 2021 | December 31, 2020 | |||||||
| Deferred income tax assets: | ||||||||
| Net operating loss carryforward | $ | 2,060 | $ | 1,143 | ||||
| Share-based compensation | 242 | 216 | ||||||
| Investments | 1,728 | 2,570 | ||||||
| Other | 118 | 5 | ||||||
| Deferred income tax assets | 4,148 | 3,934 | ||||||
| Less: Valuation allowance | (3,972 | ) | (3,934 | ) | ||||
| Deferred income tax assets net of valuation allowance | $ | 176 | $ | – | ||||
| Deferred income tax liabilities: | ||||||||
| Deferred policy acquisition costs | $ | 176 | $ | – | ||||
| Other | – | – | ||||||
| Deferred income tax liabilities | $ | 176 | $ | – | ||||
| Net deferred income tax asset (liability) | $ | – | $ | – | ||||
| 27 |
As of June 30, 2021, the Company had net operating loss carryforwards (“NOLs”) for federal income tax purposes of approximately $9.8 million, which will be available to offset future taxable income. The Company’s NOLs expire as follows: $0.5 million in 2039, $0.1 million in 2040, and $0.7 million in 2041. The remaining $8.5 million in NOLs do not expire under current tax law.FG FINANCIAL GROUP, INC.
Loss and Loss Adjustment Expense Reserves
A significant degree of judgment is required to determine amounts recorded in the consolidated financial statementsSee Note 5, Loss and Loss Adjustment Expense Reserves, for the provision for loss and loss adjustment expense (“LAE”) reserves. The process for establishing this provision reflects the uncertainties and significant judgmental factors inherent in predicting future results of both known and unknown loss events. The process of establishing the provision for loss and LAE reserves relies on the judgment and opinions of a large number of individuals, including the opinions of the Company’s management, as well as the management of ceding companies and their actuaries.
FG FINANCIAL GROUP, INC.
The COVID-19 pandemic is unprecedented, and the Company does not have previous loss experience on which to base the associated estimate for loss and loss adjustment expenses. In estimating losses, the Company may assess any of the following:
Significant assumptions which served as the basis for the Company’s estimates of reserves for the COVID-19 pandemic losses and loss adjustment expenses include:
Under the terms of our quota share agreements, and due to the nature of claims and premium reporting, a lag exists between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. The reports we receive from our cedents have pre-determined due dates. In the case of the Company’s FAL contract, second quarter 2021 premium and loss information will not be made available to the Company until subsequent to the filing of this quarterly report. Similarly, our automotive insurance quota share agreement reports monthly results to us approximately 45 days in arrears, requiring us to approximate full second quarter results under the contract. Thus, quarterly results, including the loss and loss adjustment expense reserves presented herein, have been partially based upon full-year forecasts reported to us by the ceding companies. The Company will obtain regular updates of premium and loss related information for the current and historical periods, which will be utilized to update this initial expected loss ratio.
While the Company believes its estimate of loss and loss adjustment expense reserves are adequate as of June 30, 2021, based on available information, actual losses may ultimately differ materially from the Company’s current estimates. The Company will continue to monitor the appropriateness of its assumptions as new information is provided.
A summary of changes in outstanding loss and loss adjustment expense reserves for the six months ended June 30, 2021 is as follows. There was no activity with respectrelating to loss and loss adjustment expense reservesand judgments required for the six months ended June 30, 2020.
| (in thousands) | 2021 | |||
| Balance, January 1, gross of reinsurance | $ | – | ||
| Less reinsurance recoverable on loss and LAE expense reserves | – | |||
| Balance, January 1, net of reinsurance | – | |||
| Incurred related to: | ||||
| Current year | 835 | |||
| Prior years | – | |||
| Paid related to: | ||||
| Current year | (157 | ) | ||
| Prior years | – | |||
| Balance, June 30, net of reinsurance | 678 | |||
| Plus reinsurance recoverable related to loss and LAE expense reserves | – | |||
| Balance, June 30, gross of reinsurance | $ | 678 | ||
FG FINANCIAL GROUP, INC.
Related Party Transactions
Related party transactions are carried out in the normal course of operations and are measured in part by the amount of consideration paid or received as established and agreed by the parties. Management believes that consideration paid forrecording such services in each case approximates fair value. Except where disclosed elsewhere in these consolidated financial statements, the following is a summary of related party transactions.items.
Investment in MetrolinaOff Balance Sheet Arrangements
As of June 30, 2021, the Company has invested $4.0 million as a limited partner in FGI Metrolina Property Income Fund, LP (“Metrolina”), which invests in real estate through a real estate investment trust which is wholly owned by Metrolina. The general partner of Metrolina, FGI Metrolina GP, LLC, is managed, in part, by Mr. Cerminara, the Chairman of the Board of Directors of the Company. For the year ending December 31, 2020, the Company made approximately $80,000 in performance allocations to the general partner of Metrolina. Metrolina’s investment program is managed by FGI Funds Management LLC, an affiliate of FGI, which, with its affiliates, is the largest stockholder of the Company. The Company’s investment represents an approximate 52% ownership stake in Metrolina as of June 30, 2021.None.
Joint Venture Agreement
On March 31, 2020, the Company entered into the Limited Liability Company Agreement (the “LLC Agreement “) of Fundamental Global Asset Management, LLC (“FGAM”), a joint venture owned 50% by each of the Company and an affiliate of FGI. The purpose of FGAM is to sponsor, capitalize and provide strategic advice to investment managers in connection with the launch and/or growth of their asset management business and the investment products they sponsor.
FGAM is governed by a Board of Managers consisting of four managers, two of which are appointed by each member of the joint venture. The Company has appointed two of its independent directors to the Board of Managers of FGAM. Certain major actions, including any decision to sponsor a new investment manager, require the prior consent of both members.
In September 2020, the Company provided seed capital of $5.0 million into FGAM, to capitalize FG Special Situations Fund Advisor, LLC (the “Advisor”), a Delaware limited liability company formed on September 2, 2020, and to sponsor the launch of FG Special Situations Fund, LP (the “Fund”), a Delaware limited partnership also formed on September 2, 2020. The Fund is majority owned by FGAM through the Fund’s general partner and the Advisor, both of which are ultimately controlled by Mr. Cerminara, the Chairman of the Company’s Board of Directors. Of the total $5.0 million invested, approximately $4.0 million was used by FG New America Investors, LLC (the “Sponsor”) as part of a total $8.6 million of risk capital used to launch FG New America Acquisition Corp (NYSE: FGNA), a special purpose acquisition company which consummated its initial public offering on October 2, 2020. On July 20, 2021, FGNA completed its definitive business combination with Opportunity Financial, LLC and began operating as OppFi Inc. (“OppFi”), with OppFi’s common stock trading on the NYSE under the ticker symbol “OPFI”. The Fund’s specific investment consists of both class A and class A-1 interests of the Sponsor. On July 15, 2021, the Sponsor entered into a sponsor forfeiture agreement with FGNA and Opportunity Financial, LLC, under which the Sponsor agreed to forfeit a portion of FGNA Class B common stock as well as a portion of warrants to purchase FGNA Class A common stock which the Sponsor previously held. As a result, as of July 20, 2021, the class A and class A-1 interests represent a potential beneficial ownership of approximately 0.86 million common shares of OPFI as well as approximately 0.36 million warrants to purchase common shares of OPFI at a price of $11.50 per share. The class A and class A-1 interests have not been registered under the Securities Act of 1933, as amended, and are not transferrable except as provided for in the operating agreement of the Sponsor.
Mr. Cerminara is a manager of the Sponsor. Mr. Swets, our Chief Executive Officer, was the Chief Executive Officer and a director of FGNA, however no longer holds those positions following FGNA’s business combination with OppFi. Mr. Swets is also a manager of the Sponsor. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, was the Chief Financial Officer of FGNA, however no longer holds that position following FGNA’s business combination with OppFi.
In the first quarter, 2021, the Company invested an additional $1.65 million into FGAM, which, in turn, was further invested into the Fund. Additionally, the Fund received outside investment of approximately $0.7 million during the quarter. This additional investment was used by the Fund to sponsor its second SPAC via an investment of $1.65 million in Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (NYSE: ADF). Of the total $1.65 million the Fund invested in Aldel, $1.0 million was allocated to the Company, with the remaining $0.65 million allocated to noncontrolling interests. The Company’s $1 million investment in Aldel, represents the beneficial ownership of approximately 286,000 Aldel founder shares.
FG FINANCIAL GROUP, INC.
Mr. Swets serves as Senior Advisor to Aldel, Mr. Baqar serves as Director and Chief Financial Officer of Aldel, and Mr. Cerminara serves as a director of Aldel.
Investment Advisory Agreement
Pursuant to the Investment Advisory Agreement entered into upon closing of the Asset Sale, FG Strategic Consulting, LLC (“FGSC,”, formerly Fundamental Global Advisors LLC), a wholly-owned subsidiary of the Company, has agreed to provide investment advisory services to FedNat, including identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending investment dispositions, and providing advice regarding macro-economic conditions. In exchange for providing the investment advisory services, FedNat has agreed to pay FGSC an annual fee of $100,000. The Investment Advisory Agreement expires on December 2, 2024.
Shared Services Agreement
On March 31, 2020, the Company entered into a Shared Services Agreement (the “Shared Services Agreement”) with Fundamental Global Management, LLC (“FGM”), an affiliate of FGI, pursuant to which FGM provides the Company with certain services related to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company’s financial and operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent with those customarily performed by executive officers and employees of a public company (collectively, the “Services”). In exchange for the Services, the Company pays FGM a fee of $456,250 per quarter (the “Shared Services Fee”), plus reimbursement of expenses incurred by FGM in connection with the performance of the Services, subject to certain limitations approved by the Company’s Board of Directors or Compensation Committee from time to time.
The Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company’s independent directors, at the end of the initial or automatic renewal term upon 120 days’ notice, subject to payment by the Company of certain costs incurred by FGM to wind down the provision of Services and, in the case of a termination by the Company without cause, payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination.
The Company paid $912,500 and $456,250 to FGM under the Shared Services Agreement for the six months ended June 30, 2021 and 2020, respectively.
Share Repurchase Transaction
On September 15, 2020, the Company entered into a Share Repurchase and Cooperation Agreement (the “Share Repurchase Agreement”) with Hale Partnership Capital Management, LLC and certain of its affiliates (collectively, the “Hale Parties”), which, prior to the transaction, owned more than 18% of our outstanding common stock (the “Share Repurchase Transaction”).
Pursuant to the Share Repurchase Agreement, the Company agreed to purchase (exclusive of any fees or expenses) all of the 1,130,152 shares of the Company’s common stock, owned, of record or beneficially, by the Hale Parties, in exchange for an aggregate of approximately $2.8 million in cash and 330,231 shares of FedNat common stock previously owned by the Company (the “FedNat Shares”) having an estimated fair value of approximately $2.7 million on September 15, 2020. As acknowledged by the Hale Parties in the Share Repurchase Agreement, that certain Standstill Agreement, dated December 2, 2019, by and between FedNat Holding Company and the Company, imposes certain restrictions in respect of the FedNat Shares transferred by the Company to the Hale Parties. FedNat Holding Company is not party to, or a third-party beneficiary of, the agreement.
FG FINANCIAL GROUP, INC.
The Share Repurchase Agreement contains certain customary standstill provisions that, for a period of five years commencing September 15, 2020 (the “Standstill Period”), prohibit, among other things, the Hale Parties from (i) making certain announcements regarding the Company’s transactions, (ii) soliciting proxies, (iii) acquiring ownership of any securities of the Company, (iv) advising, encouraging or influencing any vote or disposition of any securities of the Company, (v) selling securities of the Company resulting in any third party owning more than 4.9% of the outstanding shares of the Company’s common stock (subject to certain exceptions set forth in the Share Repurchase Agreement), (vi) taking actions to change or influence the Board of Directors of the Company, Company management or the direction of certain Company matters and (vii) exercising certain stockholder rights. The Company and the Hale Parties further agreed that they will not disparage each other and that they will not initiate any lawsuit, claim or proceeding with respect to any claims against the Company or any of the Hale Parties, as applicable, based on facts known as of the date of the Share Repurchase Agreement, in each case applicable during the Standstill Period, and to a mutual release of claims.
Each of the Company and the Hale Parties has the right to terminate the Share Repurchase Agreement prior to the end of the Standstill Period if (i) any of the Hale Parties, in the case of the Company, or (ii) the Company, in the case of the Hale Parties, commits a material breach of the Share Purchase Agreement and such breach is not cured within 15 days after notice is given to the breaching party.
As the total consideration paid in the Share Repurchase transaction exceeded the fair value of the treasury shares repurchased by the Company, the Company recorded a charge of approximately $0.2 million to general and administrative expense for the year ended December 31, 2020, representing the estimated fair value of the rights conveyed to the Company pursuant to the standstill provisions in the agreement. The fair value of the 1,130,152 shares of Company common stock, or approximately $5.2 million, was recorded to treasury stock.
Formation of FG SPAC Partners, LP
On January 4, 2021, FG SPAC Partners, LP (“FGSP”) was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners. The Company is the sole managing member of the general partner of FGSP and holds an approximate 49% limited partner interest in FGSP directly and through its subsidiaries. Certain of our directors and officers also hold limited partner interests in FGSP. Our Chief Executive Officer and Director, Larry G. Swets, holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. The Chairman of our Board of Directors, D. Kyle Cerminara, also holds a limited partner interest through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and one of the members.
On January 11, 2021, FGSP purchased 1,075,000 founder shares from Aldel, for total consideration of $4,674. On March 25, 2021, FGSP entered into a forfeiture agreement with Aldel whereby FGSP agreed to transfer 575,000 of these founder shares back to Aldel at no cost. Concurrent with Aldel’s initial public offering, on April 12, 2021, FGSP also purchased 650,000 warrants at a price of $0.10 per warrant, each exercisable to purchase one share of Aldel’s Class A common stock at an exercise price of $15.00 per share (the “OTM Warrants”), for an aggregate purchase price of $65,000. In addition, the Company through its joint venture investment in Fundamental Global Asset Management, LLC and the FG Special Situations Fund, LP, has invested $1.0 million in the risk capital of Aldel Investors, LLC, which represent beneficial ownership of approximately 286,000 Aldel founder shares. Altogether, the Company’s investment represents beneficial interests of approximately 533,000 Aldel founder shares and approximately 321,000 OTM Warrants. Our Chief Executive Officer and Director, Larry G. Swets, serves as senior advisor to Aldel. Hassan R. Baqar, our Chief Financial Officer effective August 6, 2021, serves as a director and chief financial officer of Aldel. The Chairman of our Board of Directors, D. Kyle Cerminara serves as a director of Aldel.
Shareholders’ Equity
8.00% Cumulative Preferred Stock, Series A
On May 21, 2021, we completed the underwritten public offering of an additional 194,580 shares of our preferred stock designated as 8.00% Cumulative Preferred Stock, Series A, par value $25.00 per share (the “Series A Preferred Stock”), for grossnet proceeds of approximately $4.9$4.2 million, before deducting underwriting commissions and offering expenses. This included the exercise in full by the underwriters of their over-allotment option to purchase up to an additional 25,380 shares, bringing the total number of Series A Preferred Stock shares outstanding to 894,580 as of June 30, 2021.March 31
FG FINANCIAL GROUP, INC., 2022.
Dividends on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day of March, June, September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof.Directors. Dividends are payable out of amounts legally available therefor at a rate equal to 8.00% per annum per $25.00 of stated liquidation preference per share, or $2.00 per share of Series A Preferred Stock per year. [The Company’sOur Board of Directors declared the thirdfirst quarter 20212022 dividend on the shares of Series A Preferred Stock on August 13, 2021.]
The Series A Preferred Stock is not redeemable prior to February 28, 2023. On and after that date, the Series A Preferred Stock will be redeemable at our option, for cash, in whole or in part, at a redemption price of $25.00 per share of Series A Preferred Stock, plus all accumulated and unpaid dividends to, but not including, the date of redemption. The Series A Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series A Preferred Stock will generally have no voting rights except as provided in the Certificate of Designations or as from time to time provided by law. The affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and each other class or series of voting parity stock will be required at any time for us to authorize, create or issue any class or series of our capital stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up, to amend any provision of our Certificate of Incorporation so as to materially and adversely affect any rights of the Series A Preferred Stock or to take certain other actions.10, 2022. The Series A Preferred Stock shares trade on the Nasdaq Stock Market under the symbol “FGFPP”.
Equity Award Letter Agreement
On January 18, 2021, Company and the Company’s Chief Executive Officer, Larry Swets, Jr., entered into an Equity Award Letter Agreement (the “Letter Agreement”), pursuant to which the Company agreed to grant Mr. Swets a future award (the ��Future Award”) of 370,000 stock options, restricted shares or restricted stock units, subject to the approval of an amended and/or new equity plan, among other conditions. Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation Committee of the specific vesting and other terms of the award, and an amended and/or new equity plan, in a form to be prepared and reviewed by the Board of Directors of the Company (the “Board”), has been approved by the Board and stockholders of the Company that authorizes a sufficient number of shares of common stock to make such Future Award.
Change in Shareholders’ Equity
The table below presents the primary drivers behind the changes to total shareholders’ equity for the six months ended June 30, 2021 and 2020.
| Preferred Shares Outstanding | Common Shares Outstanding | Treasury Shares | Total Shareholders’ Equity attributable to FG Financial Group, Inc. | Non-controlling Interests | ||||||||||||||||
| Balance, January 1, 2020 | 700,000 | 6,065,948 | 151,359 | $ | 62,915 | $ | – | |||||||||||||
| Stock compensation expense | – | 2,158 | – | 104 | – | |||||||||||||||
| Dividends declared on Series A Preferred Stock | – | – | – | (700 | ) | – | ||||||||||||||
| Net loss | – | – | – | (10,868 | ) | – | ||||||||||||||
| Balance, June 30, 2020 | 700,000 | 6,068,106 | 151,359 | $ | 51,451 | $ | – | |||||||||||||
| Balance, January 1, 2021 | 700,000 | 4,988,310 | 1,281,511 | $ | 34,193 | $ | – | |||||||||||||
| Series A Preferred Share issuance | 194,580 | – | – | 4,217 | – | |||||||||||||||
| Stock compensation expense | – | 22,067 | – | 247 | – | |||||||||||||||
| Dividends declared on Series A Preferred Stock | – | – | – | (797 | ) | – | ||||||||||||||
| Interests issued for contributed cash | – | – | – | – | 657 | |||||||||||||||
| Net loss | – | – | – | (193 | ) | 666 | ||||||||||||||
| Balance, June 30, 2021 | 894,580 | 5,010,377 | 1,281,511 | $ | 37,667 | $ | 1,323 | |||||||||||||
FG FINANCIAL GROUP, INC.
Common Stock
In the 2021 fourth quarter, we sold a total of 750,000 shares of our common stock, at a price of $4.00 per share, for net proceeds to us of approximately $2.5 million. Also in the fourth quarter, the Company completed a rights offering to holders of its common stock. Pursuant to the rights offering, 691,735 shares were subscribed for, for net proceeds of approximately $2.7 million. The Company intends to use the net proceeds from the issuance of its common shares for working capital and other general corporate purposes.
Retirement of Treasury Stock
On August 19, 2021, the Board approved the retirement of all 1,281,511 common stock treasury shares owned by the Company. Accordingly, these shares have been classified as authorized, but unissued shares on the Company’s balance sheet, as of March 31, 2022.
Change in Shareholders’ Equity
The table below presents the primary components of changes to total shareholders’ equity for the three months ended March 31, 2022 and 2021.
| Preferred Shares Outstanding | Common Shares Outstanding | Treasury Shares | Total Shareholders’ Equity attributable to FG Financial Group, Inc. | Non-controlling Interests | ||||||||||||||||
| Balance, January 1, 2021 | 700,000 | 4,988,310 | 1,281,511 | $ | 34,193 | $ | – | |||||||||||||
| Stock compensation expense | – | 22,067 | – | 177 | – | |||||||||||||||
| Dividends declared on Series A Preferred Stock | – | – | – | (350 | ) | – | ||||||||||||||
| Interests issued for contributed cash | – | – | – | – | 657 | |||||||||||||||
| Net loss | – | – | – | 34 | (1 | ) | ||||||||||||||
| Balance, March 31, 2021 | 700,000 | 5,010,377 | 1,281,511 | $ | 34,054 | $ | 656 | |||||||||||||
| Balance, January 1, 2022 | 894,580 | 6,497,205 | – | $ | 34,009 | $ | – | |||||||||||||
| Stock compensation expense | – | 30,796 | – | 63 | – | |||||||||||||||
| Dividends declared on Series A Preferred Stock | – | – | – | (447 | ) | – | ||||||||||||||
| Net loss | – | – | – | (3,823 | ) | – | ||||||||||||||
| Balance, March 31, 2022 | 894,580 | 6,528,001 | – | $ | 29,802 | $ | – | |||||||||||||
Results of Operations
Three and Six Months Ended June 30, 2021March 31, 2022 Compared with Three and Six Months Ended June 30, 2020March 31, 2021
Net Premiums Earned
Net premiums earned represent actual premiums earned on our quota-share agreements as well as estimated premiums earned on our FAL agreement for the secondfirst quarter 2022 and 2021 and isare approximately $0.9$2.5 million and $1.1$0.2 million for the three and six months ended June 30, 2021,two periods, respectively. Our FAL estimates are based on information received from the ceding companies, whereby premiums are recorded, as written, in the same periods in which the underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly, in arrears and thusarrears; so, for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums relating to the risks underwritten during the lag period. As our quota-share agreements became effective in 2021, we had no corresponding net earned premiums for the three and six months ending June 30, 2020.
| 29 |
FG FINANCIAL GROUP, INC.
Net Investment Income (Loss)
Net investment income increased to $4.1 million from $(9.3) million for the six months ended June 30, 2021 and 2020, respectively, primarily as a result of unrealized holding gains on our equity investments. Similarly, net investment income increased to $2.2 million from $(0.6) million(loss) for the three months ended June 30,March 31, 2022 and 2021 and 2020, respectively. The value of our SPAC and private placement investments is determined using a number of unobservable level 3 inputs under the guidance issued by the Financial Accounting Standards Board and, as a result, the fair values reflected in our financial statements may differ materially from: 1) values that would have been used had a readily available market existed for these investments; and 2) the values that may ultimately be realized upon sale of the investments. Net investment income (loss) for the three and six months ended June 30, 2021 and 2020 is as follows:
| ($ in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Unrealized holding loss on FedNat common stock | $ | (693 | ) | $ | (726 | ) | $ | (2,554 | ) | $ | (9,858 | ) | ||||
| Unrealized holding gain on private placement investments | 1,513 | – | 5,116 | – | ||||||||||||
| Dividend income from FedNat common stock | – | 159 | – | 319 | ||||||||||||
| Equity method earnings | 1,362 | – | 1,457 | 95 | ||||||||||||
| Other | 59 | (4 | ) | 72 | 167 | |||||||||||
| Net investment income (loss) | $ | 2,241 | $ | (571 | ) | $ | 4,091 | $ | (9,277 | ) | ||||||
| (in thousands) | Three months ended March 31, | |||||||
| 2022 | 2021 | |||||||
| Investment income (loss): | ||||||||
| Realized loss on FedNat common stock | $ | (2,877 | ) | $ | – | |||
| Unrealized gain on FedNat common stock | 2,774 | (1,861 | ) | |||||
| Unrealized holding gain on private placement investments | – | 3,603 | ||||||
| Equity method earnings (losses) | (2,071 | ) | 95 | |||||
| Other | (172 | ) | 13 | |||||
| Net investment income (loss) | $ | (2,346 | ) | $ | 1,850 | |||
Other Income
Other income was $79,000 compared to $54,000approximately $25,000 and $55,000 for the sixthree months ended June 30,March 31, 2022, and 2021, and 2020, respectively, and is comprised of fees earned under the Investment Advisoryinvestment advisory and Transition Services Agreementstransition services agreements between the Company and FedNat. Also included in other income for the six months ended June 30, 2021 is approximately $30,000 in service fee revenue we have earned under our new SPAC Platform, whereby we have provided certain accounting, regulatory, strategic advisory, and other administrative services to Aldel.
Net Losses and Loss Adjustment Expenses
Net losses and loss adjustment expenses (‘(“LAE”) for the three and six months ended June 30,March 31, 2022 and 2021, represent the charge associated with the establishment of losswere $1.5 million and LAE reserves under our quota share reinsurance agreements.$0.1 million, respectively. As discussed under the heading “LossNote 5, Loss and Loss Adjustment Expense Reserves”,Reserves, a portion of this charge represents an estimate based upon a full calendar year forecast of results provided to us by the ceding companies under our FAL arrangement.
General and Administrative Expenses
General and administrative expenses increaseddecreased by $1.4$0.3 million to $1.7 million for the sixthree months ending June 30, 2021, asended March 31, 2022, compared to 2020.$2.0 million for the three months ended March 31, 2021. The increasedecrease was primarily due to an increase inone-time, upfront professional fees incurred in connection withrelating to the commencementbeginning of our quota share agreements as well as the establishment and approval of our risk-retention group. Personnel costs have also increased as our employees count has increased from two to five when comparing six month periods. Also, costs associated with the Shared Services Agreement, as further described under the heading “Related Party Transactions” above have been included in general and administrative expenses. The Company paid $0.91 million and $0.46 million to FGM under the Shared Services AgreementFAL reinsurance agreement incurred for the sixthree months ended June 30, 2021 and 2020, respectively.March 31, 2021.
FG FINANCIAL GROUP, INC.
Income Tax Expense (Benefit)
Our actual effective tax rate varies from the statutory federal income tax rates as shown in the following table.
| ($ in thousands) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Income tax expense (benefit) at statutory income tax rate of 21% | $ | 93 | $ | (431 | ) | $ | 69 | $ | (2,422 | ) | ||||||
| Valuation allowance for deferred tax assets deemed unrealizable | 47 | 967 | 40 | 2,004 | ||||||||||||
| Rate differential due to CARES Act | – | – | – | (214 | ) | |||||||||||
| State income tax (net of federal tax benefit) | – | – | (114 | ) | – | |||||||||||
| Share-based compensation | 1 | – | 2 | – | ||||||||||||
| Noncontrolling interests | (140 | ) | (140 | ) | – | |||||||||||
| Other | (1 | ) | (16 | ) | (2 | ) | (33 | ) | ||||||||
| Income tax expense (benefit) | $ | – | $ | 520 | (145 | ) | $ | (665 | ) | |||||||
| Income tax benefit – from continuing operations | $ | – | $ | 520 | $ | – | $ | (665 | ) | |||||||
| Income tax benefit – from discontinued operations | $ | – | $ | – | $ | (145 | ) | $ | – | |||||||
| ($ in thousands) | Three months ended March 31, | |||||||||||||||
| 2022 | 2021 | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| Provision for taxes at U.S. statutory marginal income tax rate of 21% | $ | (803 | ) | 21.0 | % | $ | (24 | ) | 21.0 | % | ||||||
| Valuation allowance for deferred tax assets deemed unrealizable | 798 | (20.9 | )% | (7 | ) | 6.7 | % | |||||||||
| Rate differential due to CARES Act | – | – | % | – | – | % | ||||||||||
| Non-deductible expenses associated with the Share Repurchase Transaction | – | – | % | – | – | % | ||||||||||
| Net operating loss carryback | – | – | % | – | – | % | ||||||||||
| State income tax (net of federal benefit) | – | – | % | (114 | ) | 103.1 | % | |||||||||
| Share-based compensation | 5 | (0.1 | )% | 1 | (1.5 | )% | ||||||||||
| Other | – | – | % | (1 | ) | 1.0 | % | |||||||||
| Income tax benefit | $ | – | – | % | $ | (145 | ) | 130.3 | % | |||||||
Due to the sale of all of the issued and outstanding equity of Maison, MMI and ClaimcorClaimCor (the “Maison Business”) on December 2, 2019, these operations have been classified as discontinued operations in the Company’s financial statements presented herein. For the quarter ended March 31, 2021, we recognized a gain from the sale of the Maison Business of approximately $145,000. This was related to a final true-up and settlement in the current quarter, for income taxes due to the Company under the sale agreement.
As a result of the passage of the Coronavirus Aid, Relief,March 31, 2022 and Economic Security Act (the “CARES Act”),2021, the Company has gross deferred tax assets of approximately $6.6 million and $3.9 million, respectively; however the Company has recorded a creditvaluation allowance against all of $214,000 against its deferred tax assets due to the uncertain nature surrounding our ability to realize these tax benefits in the future, resulting in a net deferred income tax expense for the year ended Decemberasset of $0 as of March 31, 2020, due to a provision in the CARES Act that allows for the five-year carryback of net operating losses. Prior to the passage of the CARES Act, these net operating losses were only available to offset future taxable income generated by the Company.2022 and 2021.
Net Income (Loss)Loss
Net income (loss)Information regarding our net loss and earningsloss per share for the three and six months ended June 30,March 31, 2022 and 2021 and 2020 is as shown in the following table.table:
| (in thousands) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) | $ | 440 | $ | (2,051 | ) | $ | 328 | $ | (11,533 | ) | ||||||
| Gain attributable to noncontrolling interests | 667 | – | 666 | – | ||||||||||||
| Dividends declared on Series A Preferred Shares | 447 | 350 | 797 | 700 | ||||||||||||
| Loss attributable to FG Financial Group, Inc. common shareholders | $ | (674 | ) | $ | (2,921 | ) | $ | (990 | ) | $ | (11,568 | ) | ||||
| Loss per common share: | ||||||||||||||||
| Basic and diluted | $ | (0.13 | ) | $ | (0.48 | ) | $ | (0.20 | ) | $ | (1.91 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic and diluted | 5,010,377 | 6,068,106 | 5,001,731 | 6,067,975 | ||||||||||||
| ($ in thousands, except per share data) | Three months ended March 31, | |||||||
| 2022 | 2021 | |||||||
| Basic and diluted: | ||||||||
| Net loss from continuing operations | $ | (3,823 | ) | $ | (112 | ) | ||
| Loss attributable to noncontrolling interest | – | (1 | ) | |||||
| Dividends declared on Series A Preferred Shares | (447 | ) | 350 | |||||
| Loss attributable to FG Financial Group, Inc. common shareholders from continuing operations | (4,270 | ) | (461 | ) | ||||
| Weighted average common shares | 6,447,568 | 4,992,989 | ||||||
| Loss per common share from continuing operations | $ | (0.66 | ) | $ | (0.09 | ) | ||
| Gain from sale of former insurance business | $ | – | $ | 145 | ||||
| Weighted average common shares outstanding | 6,447,568 | 4,992,989 | ||||||
| Income per common share from discontinued operations | $ | – | $ | 0.03 | ||||
| Loss per share attributable to common shareholders | $ | (0.66 | ) | $ | (0.06 | ) | ||
| 31 |
FG FINANCIAL GROUP, INC.
Liquidity and Capital Resources
The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily from the cash proceeds of the Asset Sale, by funds generated from operations, and from the proceeds from the sales of our common and preferred stock. Cash provided from these sources has historically been used for loss and loss adjustment expense payments, as well as other operating expenses.
On May 21, 2021, we consummated the public offering of 194,580 shares of our 8.0% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share, for net proceeds of approximately $4.2 million, after deducting underwriting commissions and offering expenses. This includes the exercise in full by the underwriters of their over-allotment option to purchase up to an additional 25,380 shares. The offering was made pursuant to an effective shelf registration statement filed with the SEC. The final prospectus supplement relating to the offering was filed with the SEC on May 19, 2021. Including the May 21, 2021 public offering, we have 894,580 Series A Preferred Stock shares outstanding.
FG FINANCIAL GROUP, INC.
Upon the closing of the Asset Sale, the Company received cash consideration from FedNat in the amount of $25.5 million as well as $18.7 million representing the repayment of surplus notes and accrued interest due from Maison to the Company. Pursuant to the terms of the Purchase Agreement, at the closing, the Maison Business was required to have a consolidated net GAAP book value of at least $42.0 million and was also required to settle any balances between the Company and the Maison Business. Additionally, prior to the closing of the Asset Sale, Maison was a limited partner in two limited partnerships and also had a limited interest in a limited liability company (collectively, the “Funds”). Pursuant to the terms of the Purchase Agreement, Maison assigned its interests in the Funds to the Company in exchange for the statutory carrying value of the Funds, paid in cash, at the closing of the Asset Sale. This resulted in net cash proceeds to the Company of approximately $24.8 million, as shown in the table below.
| (in thousands) | ||||
| Cash consideration from FedNat | $ | 25,500 | ||
| Cash from FedNat to repay outstanding surplus note obligations | 18,728 | |||
| Capital contribution from the Company to the Maison Business to meet GAAP book value requirement | (9,057 | ) | ||
| Transaction bonuses paid to current and former executive officers of the Company | (605 | ) | ||
| Company acquisition of the Funds from Maison | (3,218 | ) | ||
| Payment of intercompany federal tax obligations | (3,702 | ) | ||
| Payment of transaction expenses directly associated with the Asset Sale | (2,868 | ) | ||
| Net cash proceeds | $ | 24,778 | ||
Cash Flows
The following table summarizes the Company’s consolidated cash flows for the sixthree months ended June 30, 2021March 31, 2022 and 2020.2021.
| (in thousands) | Six months ended June 30, | |||||||||||||||
| ($ in thousands) | Three months ended March 31, | |||||||||||||||
| Summary of Cash Flows | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Cash and cash equivalents – January 1 | $ | 12,132 | $ | 28,509 | ||||||||||||
| Cash and cash equivalents – beginning of period | $ | 15,542 | $ | 12,132 | ||||||||||||
| Net cash used by operating activities | (5,854 | ) | (2,262 | ) | (978 | ) | (3,599 | ) | ||||||||
| Net cash provided by investing activities | 76 | 91 | ||||||||||||||
| Net cash used by investing activities | (5,616 | ) | (44 | ) | ||||||||||||
| Net cash provided (used) by financing activities | 4,077 | (700 | ) | (447 | ) | 307 | ||||||||||
| Net decrease in cash and cash equivalents | (1,701 | ) | (2,871 | ) | (7,041 | ) | (3,336 | ) | ||||||||
| Cash and cash equivalents – June 30 | $ | 10,431 | $ | 25,638 | ||||||||||||
| Cash and cash equivalents – end of period | $ | 8,501 | $ | 8,796 | ||||||||||||
For the six monthsquarter ended June 30,March 31, 2022, net cash used by operating activities was approximately $1.0 million, the major drivers of which were as follows:
| ● | Our net loss of approximately $3.8 million for the period; | |
| ● | An adjustment to our net loss for $2.0 million related to unrealized gains associated with our equity method investments; | |
| A cash inflow of approximately $3.2 million for distribution from equity method investments; and | ||
| ● | A cash outflow of approximately $1.8 million representing a receivable due to the Company from one of its equity investees. This receivable was settled, in cash, in April, 2022. |
For the quarter ended March 31, 2022, net cash used by investing activities was $5.6 million primarily related to our increase investment in the Fund to sponsor FG Merger and FG Acquisition. Net cash used by financing activities was approximately $447,000, as a result of a cash dividend declared on our Series A Preferred Shares.
For the quarter ended March 31, 2021, net cash used by operating activities was approximately $5.9$3.6 million, the major drivers of which were as follows:
| ● | Our net income of approximately | |
| ● | A cash outflow of approximately $2.3 million for our consolidated Fund investments in private placement securities. As this investment was made by our investment company subsidiary, we |
For the six monthsquarter ended June 30,March 31, 2021, net cash providedused by investing activities was $76,000,$44,000, primarily related to the partial returnour purchase and sale of principal onequity investments outside of our investments.investment company subsidiary. Net cash provided by financing activities was $4.1 million,$307,000, primarily theas a result of a contribution cash to our issuance of 194,580 shares of Series A Preferred Stock on May 21, 2021.investment company subsidiary from noncontrolling interests.
| 32 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
FG FINANCIAL GROUP, INC.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management performed an evaluation under the supervision and with the participation of the Company’s principal executive officer and principal financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2021.March 31, 2022. Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
| 33 |
FG FINANCIAL GROUP, INC.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2021March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 2022, the Company was not a party to any legal proceedings and was not aware of any material claims or actions pending or threatened against us. From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. Currently, it is not possible to predict legal outcomes and their impact on the future development of claims. Any such development will be affected by future court decisions and interpretations. Because of these uncertainties, additional liabilities may arise for amounts in excess of the Company’s current reserves.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” to our annual report on Form 10-K for the year ended December 31, 20202021 filed with the SEC on March 18, 2021.30, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
As previously reported, on Form 8-K filed August 3, 2021, on July 29, 2021, Hassan Baqar, age 43, was appointed the Company’s Chief Financial Officer, effective August 6, 2021. Mr. Baqar has served as a consultant to the Company since February 2019 through Sequoia Financial LLC (“Sequoia”), an advisory firm for which Mr. Baqar is managing member, at a rate of $10,833 per month. Effective August 11, 2021, the Company entered into the Second Amended and Restated Management Services Agreement (the “MSA”) between the Company and Sequoia, with it being agreed that Mr. Baqar would provide the services described on behalf of Sequoia. The Agreement provides that Mr. Baqar will act as the Company’s Chief Financial Officer and will perform services and duties as required by the Company’s Board of Directors and Chief Executive Officer, to whom he shall report.None.
In consideration for the services, the Company agrees to pay Sequoia $40,000 per month during the term of the MSA. The initial term of the MSA is twelve months unless terminated earlier as described below. Unless either party to the MSA provides the other with ninety days written notice, the MSA will renew for a subsequent twelve-month period. If the MSA is terminated for “Good Reason” by Mr. Baqar, payment for the remainder of the full term will be provided in lumpsum to Mr. Baqar at the time of termination. The Company may terminate the MSA for “Cause,” at any time upon fifteen days’ prior written notice. Upon termination by the Company for Cause, payment will stop immediately upon the effective date of termination. If the Agreement is terminated by either party without Cause or Good Reason prior to the end of the term, payment for the remainder of the term will be provided to Mr. Baqar subject to a maximum of three months.
In addition, the Company shall pay all of Mr. Baqar’s reasonable expenses associated with the performance of the duties as Chief Financial Officer.
The MSA contains a customary confidentiality provision and a six-month post-termination of the MSA restriction against both soliciting employees and independent contractors of the Company and inducing them to terminate their relationship with the Company.
ITEM 6. EXHIBITS
* Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement
FG FINANCIAL GROUP, INC.
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 thereunto duly authorized.
| FG FINANCIAL GROUP, INC. | ||||
| Date: | By: | /s/ Larry G. Swets, Jr. | ||
| Larry G. Swets, Jr., Chief Executive Officer | ||||
| (principal executive officer) | ||||
| Date: | By: | /s/ Brian D. Bottjer | ||
| Brian D. Bottjer, Chief Accounting Officer | ||||
| (principal financial and accounting officer) | ||||