Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36366 | |
Entity Registrant Name | FG Financial Group, Inc. | |
Entity Central Index Key | 0001591890 | |
Entity Tax Identification Number | 46-1119100 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 104 S. Walnut Street | |
Entity Address, Address Line Two | Unit 1A | |
Entity Address, City or Town | Itasca | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60143 | |
City Area Code | (847) | |
Local Phone Number | 773-1665 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,438,739 | |
Common Stock, $0.001 par value per share | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | FGF | |
Security Exchange Name | NASDAQ | |
8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share | ||
Title of 12(b) Security | 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share | |
Trading Symbol | FGFPP | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Equity securities, at fair value (cost basis of zero and $889, respectively) | $ 841 | |
Other investments | 27,475 | 24,839 |
Cash and cash equivalents | 4,304 | 3,010 |
Deferred policy acquisition costs | 1,270 | 1,527 |
Reinsurance balances receivable (net of current expected losses allowance of $106 and zero, respectively) | 9,702 | 9,269 |
Funds deposited with reinsured companies | 6,513 | 9,277 |
Other assets | 740 | 712 |
Total assets | 50,004 | 49,475 |
LIABILITIES | ||
Loss and loss adjustment expense reserves | 4,044 | 4,409 |
Unearned premium reserves | 6,530 | 6,823 |
Accounts payable | 433 | 723 |
Other liabilities | 190 | 225 |
Total liabilities | 11,197 | 12,180 |
Commitments and contingencies (Note 10) | ||
SHAREHOLDERS’ EQUITY | ||
Series A Preferred Shares, $25.00 par and liquidation value, 1,000,000 shares authorized; 894,580 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 22,365 | 22,365 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 9,438,739 and 9,410,473 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 9 | 9 |
Additional paid-in capital | 50,736 | 50,021 |
Accumulated deficit | (34,303) | (35,100) |
Total shareholders’ equity | 38,807 | 37,295 |
Total liabilities and shareholders’ equity | $ 50,004 | $ 49,475 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Equity securities, cost basis | $ 0 | $ 889 |
Reinsurance losses allowance | $ 106 | $ 0 |
Series A preferred stock, par value | $ 25 | $ 25 |
Series A preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A preferred stock, shares issued | 894,580 | 894,580 |
Series A preferred stock, shares outstanding | 894,580 | 894,580 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,438,739 | 9,410,473 |
Common stock, shares outstanding | 9,438,739 | 9,410,473 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Net premiums earned | $ 3,657 | $ 2,473 |
Net investment income (loss) | 2,840 | (2,346) |
Other income | 30 | 25 |
Total revenue | 6,527 | 152 |
Expenses: | ||
Net losses and loss adjustment expenses | 1,917 | 1,524 |
Amortization of deferred policy acquisition costs | 713 | 712 |
General and administrative expenses | 2,547 | 1,739 |
Total expenses | 5,177 | 3,975 |
Income (loss) before income taxes | 1,350 | (3,823) |
Income taxes | ||
Net Income (loss) | 1,350 | (3,823) |
Dividends declared on Series A Preferred Shares | 447 | 447 |
Income (loss) attributable to FG Financial Group, Inc. common shareholders | $ 903 | $ (4,270) |
Basic and diluted net income (loss) per common share: | ||
Basic | $ 0.10 | $ (0.66) |
Weighted average common shares outstanding: | ||
Basic and diluted | 9,421,993 | 6,477,568 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 22,365 | $ 6 | $ 46,037 | $ (34,399) | $ 34,009 |
Beginning balance, shares at Dec. 31, 2021 | 894,580 | 6,497,205 | |||
Stock based compensation | $ 1 | 62 | 63 | ||
Stock based compensation, shares | 30,796 | ||||
Dividends declared on Series A Preferred Shares ($0.50 per share) | (447) | (447) | |||
Interests issued for contributed cash | |||||
Net income | (3,823) | (3,823) | |||
Ending balance, value at Mar. 31, 2022 | $ 22,365 | $ 7 | 46,099 | (38,669) | 29,802 |
Ending balance, shares at Mar. 31, 2022 | 894,580 | 6,528,001 | |||
Beginning balance, value at Dec. 31, 2022 | $ 22,365 | $ 9 | 50,021 | (35,100) | 37,295 |
Beginning balance, shares at Dec. 31, 2022 | 894,580 | 9,410,473 | |||
Stock based compensation | 641 | 641 | |||
Stock based compensation, shares | 1,080 | ||||
Dividends declared on Series A Preferred Shares ($0.50 per share) | (447) | (447) | |||
Net income | 1,350 | 1,350 | |||
Common stock issuance | 74 | 74 | |||
Common stock issuance, shares | 27,186 | ||||
Cumulative effect of adoption of accounting guidance for expected credit losses at January 1, 2023 | (106) | (106) | |||
Ending balance, value at Mar. 31, 2023 | $ 22,365 | $ 9 | $ 50,736 | $ (34,303) | $ 38,807 |
Ending balance, shares at Mar. 31, 2023 | 894,580 | 9,438,739 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock dividends per share cash paid | $ 0.50 | $ 0.50 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,350 | $ (3,823) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Net unrealized holding gain on equity investments | (48) | (2,774) |
(Income) loss from equity method investments | (2,680) | 5,273 |
Net realized loss on sale of equity investments | 16 | 2,877 |
Stock compensation expense | 641 | 63 |
Changes in operating assets and liabilities: | ||
Funds deposited with reinsurance companies | 2,763 | |
Reinsurance balances receivable | (540) | 80 |
Deferred policy acquisition costs | 258 | 87 |
Other assets and receivables | (27) | (1,783) |
Loss and loss adjustment expense reserves | (365) | (178) |
Unearned premium reserves | (294) | (372) |
Accounts payable and other liabilities | (324) | (428) |
Net cash provided (used) by operating activities | 750 | (978) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | (1) | |
Purchases of equity method investments | (50) | (6,781) |
Distribution from equity method investments | 761 | 808 |
Purchases of other investments | (700) | |
Proceeds from sales of equity securities | 873 | 251 |
Return of capital – other investments | 33 | 107 |
Net cash provided (used) by investing activities | 917 | (5,616) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 74 | |
Payment of dividends on preferred shares | (447) | (447) |
Net cash used by financing activities | (373) | (447) |
Net decrease in cash and cash equivalents | 1,294 | (7,041) |
Cash and cash equivalents at beginning of period | 3,010 | 15,542 |
Cash and cash equivalents at end of period | $ 4,304 | $ 8,501 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business FG Financial Group, Inc. (“FGF”, the “Company”, “we”, or “us”) is a reinsurance, merchant banking and asset management holding company. We focus on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global ® 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 to FedNat Holding Company for a combination of cash and FedNat common stock, and embarked upon our current strategy focused on reinsurance, merchant banking and asset management. As of March 31, 2023, FG Financial Holdings, LLC (“FG”), a private partnership focused on long-term strategic holdings, and its affiliated entity, collectively beneficially owned approximately 60.0 Reincorporation Effective at 5:01 p.m. ET on December 9, 2022, the Company completed its reincorporation from a Delaware corporation to a Nevada corporation (the “Reincorporation”). The Reincorporation was accomplished by means of a merger by and between the Company and its former wholly owned subsidiary FG Financial Group, Inc., a Nevada corporation. As of December 9, 2022, the rights of the Company’s stockholders began to be governed by the Nevada corporation laws, our Amended and Restated Nevada Articles of Incorporation and our Nevada Bylaws. The Reincorporation was approved by the Company’s stockholders at a special meeting held on December 6, 2022. Other than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management. The Reincorporation did not alter any stockholder’s percentage ownership interest or number of shares owned in the Company and the Company’s common stock continues to be quoted on the Nasdaq Global Market under the same symbol “FGF” and the 8.00% Cumulative Preferred Stock, Series A of the Company continues to be quoted on the Nasdaq Global Market under the same symbol, “FGFPP.” Current Business Our strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, with capital allocation to merchant banking activities with asymmetrical risk/reward opportunities. As part of our refined focus, we have adopted the following capital allocation philosophy: “ Grow intrinsic value long-term focus fundamental research asymmetric risk/reward Currently, the business operates as a diversified holding company of insurance, reinsurance, asset management, our Special purpose acquisition corporation “SPAC” Platform businesses, and our merchant banking division. Insurance Sponsor Protection Coverage and Risk, Inc. is being formed as a special purpose captive in South Carolina to provide reinsurance coverage for Sides A, B, & C Directors and Officers Liability insurance coverage for related and unrelated entities of FG Reinsurance Ltd (“FGRe”). These will include SPAC entities engaged in the services or business of taking companies public, as well as small cap businesses performing an initial public offering. Reinsurance The Company’s wholly owned reinsurance subsidiary, FGRe, a Cayman Islands limited liability company, provides specialty property and casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Insurance Act (as revised) of the Cayman Islands and underlying regulations thereto and is subject to regulation by the Cayman Islands Monetary Authority (the “Authority”). The terms of the license require advance approval from the Authority should FGRe wish to enter into any reinsurance agreements which are not fully collateralized. FGRe participates in a Funds at Lloyds (“FAL”) syndicate covering risks written by the syndicate during the 2021 and 2022 calendar years, and on December 10, 2022 agreed to cover risks written by the syndicate during the calendar year 2023. On April 1, 2021, FGRe entered its second reinsurance contract with a leading insurtech company that provides automotive insurance utilizing driver monitoring to predictively segment and price drivers. The Company added a second agreement with the automotive insurance provider as of April 1, 2022. Beginning January 1, 2022, FGRe participates in a quota share reinsurance contract with a startup homeowners’ insurance company. These agreements limit exposure by loss-caps stipulated within the reinsurance contracts. Asset Management FG Strategic Consulting, LLC, (“FGSC”) a wholly-owned subsidiary of the Company, looks to provide investment advisory services, 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. SPAC Platform On December 21, 2020, we formed FG Management Solutions LLC (“FGMS”), formerly known as FG SPAC Solutions, LLC, a Delaware company, to facilitate the launch of our “SPAC Platform”. Under the SPAC Platform, we provide various strategic, administrative, and regulatory support services to newly formed SPACs for a monthly fee. Additionally, the Company co-founded a partnership, FG Merchant Partners, LP (“FGMP”), formerly known as FG SPAC Partners, LP, to participate as a co-sponsor for newly formed SPACs. The first transaction entered under the SPAC Platform occurred on January 11, 2021, by and among FGMS and Aldel Investors, LLC, the sponsor of Aldel Financial, Inc. (“Aldel”), a special purpose acquisition company which completed its business combination with Hagerty (NYSE: HGTY) on December 2, 2021. Under the services agreement between FGMS and Aldel Investors, LLC (the “Agreement”), FGMS provided accounting, regulatory, strategic advisory, and other administrative services to Aldel, which included assistance with negotiations with potential merger targets for the SPAC as well as assistance with the de-SPAC process. In March and April 2022, the Company continued to build upon its SPAC Platform strategy. On March 3, 2022, FG Merger Corp. (“FG Merger”) (Nasdaq: FGMCU) announced the closing of an $ 80.5 115 In the aggregate, the Company’s exposure to FG Merger through its ownership in FG Special Situations Fund, LP and FGMP represents potential beneficial ownership of approximately 820,000 989,000 11.50 5 85,000 15.00 10 2.6 819,000 1,400,000 11.50 5 440,000 15 10 1,600,000 2 3.4 Merchant Banking In Q3 2022, the Company announced the expansion of its growth strategy through the formation of a merchant banking division. In the fourth quarter of 2022, the Company invested $ 2.0 million into its first project launched under the platform, FG Communities, Inc (“FGC”). FGC is a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated by FGC. As discussed further in Note 4, the Company holds the $ 2.0 million investment at cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions. The Company also holds an indirect interest in FGC through its limited ownership in FGMP. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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”). Consolidation Policies The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements include the accounts of the Company and entities in which it is required 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 a 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 In October of 2022, the Company invested $ 2.0 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, current expected credit losses, 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 Statements of Operations 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 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. In addition to investments accounted for under the equity method of accounting, other investments also consists of equity we have purchased in a limited partnership, a limited liability company, and a corporation 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 investments by the same issuer. Any profit distributions the Company receives on these investments are included in net investment income. Other investments also include a convertible promissory note in the amount of $ 500,000 200,000 See Note 4 for additional information regarding the Company’s other investments. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of 90 days or less. Pursuant to the Company’s insurance license, the Authority has required that FGRe hold a minimum capital requirement of $ 200,000 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, 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 Premium Revenue Recognition 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 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 represents 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. Current Expected Credit Loss In the first quarter of 2023, the Company adopted ASU 2016-13, as amended, Financial Instruments – Credit Losses (“ASU 2016-13”), which requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The financial assets included in the caption “Reinsurance balances recoverable” in the Company’s consolidated balance sheets are carried at amortized cost and therefore affected by ASU 2016-13. The amendments in this update were 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, could delay adoption until January 2023. Upon adoption of ASU 2016-13, the Company calculated an allowance for expected credit losses for its reinsurance balances receivable by applying a Probability of Default / Loss Given Default model. The model considers both the external collectability history as well as external loss history. The external loss history that the Company used included a long-term probability of liquidation study specific to insurance companies. Additionally, the life of each of the Company’s reinsurance treaties was also considered as the probability of default was calculated over the contractual length of the reinsurance contracts. The credit worthiness of a counterparty is evaluated by considering the credit ratings assigned by independent agencies and individually evaluating all the counterparties. The adoption resulted in a cumulative-effect adjustment to increase accumulated deficit by $ 0.1 million as of January 1, 2023. The Company updated the model as of March 31, 2023, but due to immateriality, did not adjust the allowance for expected credit losses. In the first quarter of 2023, the Company invested of $ 200,000 Deferred 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 Deposited for benefit of Reinsured Companies “Funds Deposited with Reinsured Companies” on the Company’s consolidated balance sheets includes amounts held by cedents provided to support our reinsurance contracts. As of March 31, 2023 and December 31, 2022, the total cash collateral posted to support all of our reinsurance treaties was approximately $ 6.5 9.3 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. The 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 our 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 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. The final settlement of losses may vary, perhaps materially, from the reserves recorded. 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. Stock-Based Compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation 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 as of March 31, 2023. 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 4 for further information on the fair value of the Company’s financial instruments. Earnings (Loss) Per Common Share 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. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted and Issued Accounting Standards | Note 3. Recently Adopted and Issued Accounting Standards As discussed above, the Company adopted ASU 2016-13 during the first quarter of 2023 using a modified retrospective transition method. The adoption resulted in a cumulative-effect adjustment to increases accumulated deficit by $ 0.1 |
Investments and Fair Value Disc
Investments and Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments and Fair Value Disclosures | Note 4. Investments and Fair Value Disclosures The following table summarizes the Company’s investments held at fair value as of December 31, 2022. Schedule of Investments (in thousands) As of December 31, 2022 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Carrying Amount Hagerty common stock $ 889 $ – $ 48 $ 841 Total investments $ 889 $ – $ 48 $ 841 Hagerty Common Stock On December 15, 2022, FGMP distributed 99,999 889,000 16,000 Equity Method Investments Other investments on the Company’s Consolidated Balance Sheets includes our equity method investments in FGMP and the Fund. On January 4, 2021, FGMP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners, as well as other merchant banking interests. The Company is the sole managing member of the general partner of FGMP and holds a limited partner interest of approximately 48 0.1 3.1 8.9 5.7 9.0 1.0 Equity method investments also include our investment in the Fund, in which we hold an approximately 61 0.8 0.3 15.7 16.8 Financial information for our investments accounted for under the equity method, in the aggregate, is as follows: Schedule of Investments Under Equity Method As of March 31, 2023 As of December 31, 2022 (in thousands) Other investments $ 42,782 $ 35,366 Cash 174 113 Other assets 148 165 Total assets 43,104 35,644 Accounts payable $ 331 $ 65 Due to Investor 24,460 Total liabilities 24,791 65 Three months ended March 31, 2023 Three months ended March 31, 2022 (in thousands) Net investment income (loss) $ 5,872 $ (3,455 ) General and administrative expenses (250 ) (73 ) Net income (loss) 5,622 (3,528 ) 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 well as consideration of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of a successful merger when valuing SPAC equity. During the first quarter of 2023, it was determined that the Fund would begin the process of winding down. All investment holdings currently held in the name of the Fund will be transferred or distributed to members within the fund based on their ownership percentage of each respective holding. As previously discussed, the Fund currently accounts for its investment holdings at fair value, and the Company expects to continue to hold the investments at fair value subsequent to the transfer. The process is expected to be completed sometime during the second quarter of 2023. The Company does not expect any impact to shareholders’ equity as a result of the Fund winding down. Investments without Readily Determinable Fair Value In addition to our equity method investments, other investments, as listed on our Consolidated Balance Sheets, consists of equity we have purchased in companies for which there does not exist a readily determinable fair value. This includes the Company’s $ 2.0 2.2 2.3 For the three months ended March 31, 2023 the Company has received distributions of approximately $ 35,000 Other Other investments, in addition to equity method investments and investments without readily determinable fair value, include a convertible promissory note and a senior unsecured promissory note. On March 15, 2023, the Company invested $ 500,000 in a convertible promissory note with iCore. The promissory note has an interest rate of 15 % annually, with interest payments due monthly, and matures on March 15, 2024 . Beginning September 15, 2023, the Company has the option to convert any unpaid loan amount and all accrued and unpaid interest into fully paid shares of iCore common stock, at a conversion price of $ 0.10 500,000 200,000 13 March 15, 2024 200,000 Interest accrued or received on notes are included in net investment income. The Company had a balance of $ 0.7 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. For equity method investments, such as the Company’s investments in FGMP 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 quarters ended March 31, 2023 and 2022. Net investment income (loss) for the quarters ended March 31, 2023 and 2022 is as follows: Schedule of Net Investment Income (Loss) 2023 2022 (in thousands) Three months ended March 31, 2023 2022 Investment income (loss): Realized loss on FedNat common stock $ - $ (2,877 ) Change in unrealized holding loss on FedNat common stock - 2,774 Realized loss on Hagerty common stock (16 ) - Change in unrealized holding loss on Hagerty common stock 48 - Equity method earnings (losses) 2,680 (2,071 ) Other income (loss) 128 (172 ) Net investment income (loss) $ 2,840 $ (2,346 ) 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. Financial instruments measured, on a recurring basis, at fair value as December 31, 2022 in accordance with the guidance promulgated by the FASB are as follows. Schedule of Financial Instruments Measured at Fair Value (in thousands) As of December 31, 2022 Hagerty common stock $ 841 $ – $ – $ 841 $ 841 $ – $ – $ 841 |
Loss and Loss Adjustment Expens
Loss and Loss Adjustment Expense Reserves | 3 Months Ended |
Mar. 31, 2023 | |
Loss And Loss Adjustment Expense Reserves | |
Loss and Loss Adjustment Expense Reserves | 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 many individuals, including the opinions of the Company’s management, as well as the management of ceding companies and their actuaries. 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; ● management’s judgement; and ● loss development factor selections, initial expected loss ratio selections, and weighting of methods used Under the terms of certain 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, first quarter 2023 premium and loss information will not be made available to the Company until subsequent to the filing of this quarterly report. Thus, our first quarter results, including the loss and loss adjustment expense reserves presented herein, have been based upon a combination of actual results from the 2022 calendar year as well as forecasts for 2023 reported to us by the ceding companies. We have approximated first quarter 2023 results under 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 March 31, 2023, 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, 2023 and 2022, is as follows: Schedule of Changes in Outstanding Loss and Loss Adjustment Expense Reserves (in thousands) 2023 2022 Balance, January 1 4,409 2,133 Incurred related to: Current year 1,616 732 Prior years 301 791 Paid related to: Current year (1,797 ) (1,026 ) Prior years (485 ) (675 ) Balance, March 31 4,044 1,955 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6. Income Taxes Actual income tax expense (benefit) differs from the income tax expense computed by applying the applicable effective federal and state tax rates to income before income tax expense as follows: Schedule of Reconciliation Effective Tax Rates ($ in thousands) Three months ended March 31, 2023 2022 Amount % Amount % Provision for taxes at U.S. statutory marginal income tax rate of 21 $ 284 21.0 % $ (803 ) 21.0 % Valuation allowance for deferred tax assets deemed unrealizable (284 ) (21.0 )% 798 (20.9 )% Share-based compensation - % 5 (0.1 )% Income tax benefit $ – – % $ - - % 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. The Company’s gross deferred tax assets and liabilities are $ 9.1 4.0 5.2 Schedule of Deferred Income Taxes (in thousands) As of March 31, 2023 As of December 31, 2022 Deferred income tax assets: Net operating loss carryforward $ 4,339 $ 4,171 Loss and loss adjustment expense reserves 36 39 Unearned premium reserves 274 287 Capital loss carryforward 4,157 4,313 Share-based compensation 294 242 Investments 5 5 Other 36 9 Deferred income tax assets $ 9,141 $ 9,066 Less: Valuation allowance (5,179 ) (5,463 ) Deferred income tax assets net of valuation allowance $ 3,962 $ 3,603 Deferred income tax liabilities: Investments $ 267 $ 3,282 Deferred policy acquisition costs 3,695 321 Deferred income tax liabilities $ 3,962 $ 3,603 Net deferred income tax asset (liability) $ – $ – As of March 31, 2023, the Company had net operating loss carryforwards (“NOLs”) for federal income tax purposes of approximately $ 20.7 million, which will be available to offset future taxable income. Approximately $ 0.5 million expires on December 31, 2039, $ 0.1 million expires on December 31, 2040, and $ 1.6 million of the Company’s NOLs will expire on December 31, 2041. The remaining $ 18.4 million of the Company’s NOLs do not expire under current tax law. Additionally, the Company has approximately $ 19.8 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 March 31, 2023, the Company had no unrecognized tax benefits. The Company analyzed its tax positions in accordance with the provisions of Accounting Standards Codification Topic 740, Income Taxes |
Equity Incentive Plan Grants
Equity Incentive Plan Grants | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan Grants | Note 7. Equity Incentive Plan Grants On 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 of 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 1,500,000 On March 24, 2023, the Company’s board of directors approved an amendment to the 2021 Plan to increase the number of shares available for issuance from 1,500,000 2,000,000 As of March 31, 2023, the Company had 901,970 130,000 RSUs Outstanding The following table summarizes RSU activity for the three months ended March 31, 2023 and 2022: Schedule of Restricted Stock Units Activity Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value Non-vested units, January 1, 2023 256,382 $ 2.57 Granted 785,000 2.80 Vested (1) (139,412 ) 2.82 Forfeited – – Non-vested units, March 31, 2023 901,970 $ 2.73 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 (1) Includes 131,080 On August 19, 2022, we issued a total of 158,225 On February 17, 2023, we granted a total of 415,000 On January 18, 2021, the 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 370,000 370,000 Restricted Shares On July 31, 2022, the Company issued 25,000 Stock Options Outstanding 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. The Stock Option entitles Mr. Swets to purchase up to 130,000 3.38 The Stock Option becomes vested and fully exercisable in 20% increments on each anniversary of the grant date, provided that Mr. Swets remains in the continuous service of the Company through each applicable vesting date and that the Company’s book value per share has 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 January 11, 2031. The Stock Option contains performance and service conditions that affect vesting. Pursuant to ASC Topic 718- Stock Compensation, 3.3 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: Schedule of Fair Value of Stock Options Expected volatility 45.60 % Expected life (years) 10.00 Risk-free interest rate 1.15 % Dividend yield 0.00 % The following table summarizes activity for stock options issued for the quarters ended March 31, 2023 and 2022: 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, 2023 130,000 $ 3.38 8.04 $ 1.88 $ - Exercisable, January 1, 2023 – $ – – $ – $ – Granted – – – – – Exercised – – – – – Cancelled – – – – – Outstanding, March 31, 2023 130,000 $ 3.38 7.79 $ 1.88 $ - Exercisable, March 31, 2023 – $ – – $ – $ – Outstanding, January 1, 2022 130,000 $ 3.38 9.04 $ 1.88 $ 49,400 Exercisable, January 1, 2022 – $ – – $ – $ – Granted – _ - - - – Exercised – – – – – Cancelled – – – – – Outstanding, March 31, 2022 130,000 $ 3.38 8.79 $ 1.88 $ (85,100 ) Exercisable, March 31, 2022 – $ – – $ – $ – Total stock-based compensation expense for the three months ended March 31, 2023 and 2022 was approximately $ 641,000 62,000 2.2 Warrants No warrants were granted or exercised during the quarters ended March 31, 2023 and 2022. On February 24, 2022, 1,500,000 15.00 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Related Party Transactions | 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. Joint Venture Agreement On March 31, 2020, the Company entered into the Limited Liability Company Agreement of Fundamental Global Asset Management, LLC (“FGAM”), a newly-formed joint venture owned 50 FGAM is governed by a Board of Managers consisting of four managers, two of which have been appointed by each 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. FG Special Situations Fund The Company participates as a limited partner in the Fund. The general partner of the Fund, and the investment advisor of the Fund, are ultimately controlled by Mr. Cerminara, the Chairman of the Company’s Board of Directors. Portions of the Company’s investment into the Fund were used to sponsor the launch of SPACs affiliated with certain of our officers and directors. Mr. Cerminara, our chairman, and Mr. Swets, our Chief Executive Officer and Director, are managers of the sponsor company of FG New America Acquisition Corp (“FGNA”). Mr. Cerminara, Mr. Swets and Mr. Baqar, our Executive Vice President and Chief Financial Officer, serve as managers of the sponsor companies of FG Merger and FG Acquisition. Until FGNA’s business combination with OppFi (NYSE: OPFI), Mr. Swets was the Chief Executive Officer and a Director of FGNA, Mr. Cerminara was a Director of FGNA, and Mr. Baqar was the Chief Financial Officer of FGNA. Until Aldel’s business combination with Hagerty, Mr. Swets served as Senior Advisor to Aldel, Mr. Baqar served as Chief Financial Officer of Aldel, and Mr. Cerminara served as a Director of Aldel. 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 Merchant Partners FGMP 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 FGMP and holds a limited partner interest in FGMP. Certain of our directors and officers also hold limited partner interests in FGMP. 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. FGMP has invested in the founder shares and warrants of Aldel, FG Merger Corp, FG Acquisition Corp, FGC and Craveworthy. Certain of our directors and officers are affiliated with these entities and their sponsor companies as described above. FG Communities In October of 2022, the Company directly invested $ 2.0 iCoreConnect On March 15, 2023, the Company invested $ 500,000 Craveworthy On March 16, 2023, the Company invested $ 200,000 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 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. In exchange for these services, the Company pays FGM a fee of $ 456,000 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 $ 456,250 457,000 |
Net Earnings Per Share
Net Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Note 9. Net Earnings Per Share Net earnings per share is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding during the periods presented. In calculating diluted earnings per share, those potential common shares that are found to be anti-dilutive are excluded from the calculation. The table below provides a summary of the numerators and denominators used in determining basic and diluted earnings per share for the three months ended March 31, 2023 and 2022. Schedule of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share 2023 2022 ($ in thousands, except per share data) Three months ended March 31, 2023 2022 Basic and diluted: Net income (loss) $ 1,350 $ (3,823 ) Dividends declared on Series A Preferred Shares (447 ) (447 ) Income (loss) attributable to FG Financial Group, Inc. common shareholders 903 (4,270 ) Weighted average common shares 9,421,993 6,477,568 Income (loss) per common share $ 0.10 $ (0.66 ) Income (loss) per share attributable to common shareholders $ 0.10 $ (0.66 ) The following potentially dilutive securities outstanding as of March 31, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares outstanding as their effect would be anti-dilutive. Schedule of Potentially Dilutive Securities Excluded from Calculation As of March 31, 2023 2022 Warrants to purchase common stock - - Options to purchase common stock 130,000 130,000 Restricted stock units 901,970 133,859 1,031,970 263,859 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Legal Proceedings: As of March 31, 2023, the Company was not aware of any material claims or actions pending or threatened against us Operating Lease Commitments: In July 2021, the Company entered into a lease agreement for office space in St. Petersburg, FL. The lease had a term of 12 months and was not renewed upon expiration. Total minimum rent over the 12 17,000 zero 5,000 In April 2022, the Company entered into a lease agreement for office space in Itasca, IL. The lease has a term of 44 77,000 8 52,000 5,000 zero Impact of Russian/Ukraine Conflict Management is currently evaluating the impact of rising interest rates, inflation and the Russia-Ukraine war and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these unaudited consolidated financial statements. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 11. Segment Reporting The Company has two operating 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, as well as the returns associated with the investments made by our reinsurance operations. Our asset management segment includes our investments made outside of reinsurance operations. 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 months ended March 31, 2023 and 2022. 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 $ 3.2 6.7 Summary of Segment Reporting (in thousands) For the three months ended March 31, 2023 Insurance Asset Management Other Total Net premiums earned $ 3,657 $ – $ – $ 3,657 Net investment income (loss) 3,269 (429 ) – _ 2,840 Other income – _ 30 – 30 Total revenue 6,926 (399 ) – 6,527 Income (loss) before income tax 3,926 (400 ) (2,176 ) 1,350 As of March 31, 2023 Segment assets $ 27,919 $ 18,346 $ 3,739 $ 50,004 For the three months ended March 31, 2022 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 Income (loss) before income tax (661 ) (1,562 ) (1,600 ) (3,823 ) As of March 31, 2022 Segment assets $ 11,955 $ 13,365 $ 10,284 $ 35,644 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events The Corporation has evaluated subsequent events through the filing date of the financial statements and determined that there have been no events that have occurred that would require additional disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Consolidation Policies | Consolidation Policies The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements include the accounts of the Company and entities in which it is required 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 a 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 In October of 2022, the Company invested $ 2.0 |
The Use of Estimates in the Preparation of 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, current expected credit losses, 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 Investments in equity securities are carried at fair value with subsequent changes in fair value recorded to the Consolidated Statements of Operations as a component of net investment income. |
Other Investments | 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 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. In addition to investments accounted for under the equity method of accounting, other investments also consists of equity we have purchased in a limited partnership, a limited liability company, and a corporation 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 investments by the same issuer. Any profit distributions the Company receives on these investments are included in net investment income. Other investments also include a convertible promissory note in the amount of $ 500,000 200,000 See Note 4 for additional information regarding the Company’s other investments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of 90 days or less. Pursuant to the Company’s insurance license, the Authority has required that FGRe hold a minimum capital requirement of $ 200,000 |
Income Taxes | 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 | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk include investments, cash, 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 |
Premium Revenue Recognition | Premium Revenue Recognition 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 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 represents 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. |
Current Expected Credit Loss | Current Expected Credit Loss In the first quarter of 2023, the Company adopted ASU 2016-13, as amended, Financial Instruments – Credit Losses (“ASU 2016-13”), which requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The financial assets included in the caption “Reinsurance balances recoverable” in the Company’s consolidated balance sheets are carried at amortized cost and therefore affected by ASU 2016-13. The amendments in this update were 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, could delay adoption until January 2023. Upon adoption of ASU 2016-13, the Company calculated an allowance for expected credit losses for its reinsurance balances receivable by applying a Probability of Default / Loss Given Default model. The model considers both the external collectability history as well as external loss history. The external loss history that the Company used included a long-term probability of liquidation study specific to insurance companies. Additionally, the life of each of the Company’s reinsurance treaties was also considered as the probability of default was calculated over the contractual length of the reinsurance contracts. The credit worthiness of a counterparty is evaluated by considering the credit ratings assigned by independent agencies and individually evaluating all the counterparties. The adoption resulted in a cumulative-effect adjustment to increase accumulated deficit by $ 0.1 million as of January 1, 2023. The Company updated the model as of March 31, 2023, but due to immateriality, did not adjust the allowance for expected credit losses. In the first quarter of 2023, the Company invested of $ 200,000 |
Deferred Policy Acquisition Costs | Deferred 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 Deposited for benefit of Reinsured Companies | Funds Deposited for benefit of Reinsured Companies “Funds Deposited with Reinsured Companies” on the Company’s consolidated balance sheets includes amounts held by cedents provided to support our reinsurance contracts. As of March 31, 2023 and December 31, 2022, the total cash collateral posted to support all of our reinsurance treaties was approximately $ 6.5 9.3 |
Loss and Loss Adjustment Expense Reserves | 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. The 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 our 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 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. The final settlement of losses may vary, perhaps materially, from the reserves recorded. 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. |
Stock-Based Compensation | Stock-Based Compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation 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 as of March 31, 2023. |
Fair Value of Financial Instruments | 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 4 for further information on the fair value of the Company’s financial instruments. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share 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. |
Investments and Fair Value Di_2
Investments and Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investments | The following table summarizes the Company’s investments held at fair value as of December 31, 2022. Schedule of Investments (in thousands) As of December 31, 2022 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Carrying Amount Hagerty common stock $ 889 $ – $ 48 $ 841 Total investments $ 889 $ – $ 48 $ 841 |
Schedule of Investments Under Equity Method | Financial information for our investments accounted for under the equity method, in the aggregate, is as follows: Schedule of Investments Under Equity Method As of March 31, 2023 As of December 31, 2022 (in thousands) Other investments $ 42,782 $ 35,366 Cash 174 113 Other assets 148 165 Total assets 43,104 35,644 Accounts payable $ 331 $ 65 Due to Investor 24,460 Total liabilities 24,791 65 Three months ended March 31, 2023 Three months ended March 31, 2022 (in thousands) Net investment income (loss) $ 5,872 $ (3,455 ) General and administrative expenses (250 ) (73 ) Net income (loss) 5,622 (3,528 ) |
Schedule of Net Investment Income (Loss) | Net investment income (loss) for the quarters ended March 31, 2023 and 2022 is as follows: Schedule of Net Investment Income (Loss) 2023 2022 (in thousands) Three months ended March 31, 2023 2022 Investment income (loss): Realized loss on FedNat common stock $ - $ (2,877 ) Change in unrealized holding loss on FedNat common stock - 2,774 Realized loss on Hagerty common stock (16 ) - Change in unrealized holding loss on Hagerty common stock 48 - Equity method earnings (losses) 2,680 (2,071 ) Other income (loss) 128 (172 ) Net investment income (loss) $ 2,840 $ (2,346 ) |
Schedule of Financial Instruments Measured at Fair Value | Financial instruments measured, on a recurring basis, at fair value as December 31, 2022 in accordance with the guidance promulgated by the FASB are as follows. Schedule of Financial Instruments Measured at Fair Value (in thousands) As of December 31, 2022 Hagerty common stock $ 841 $ – $ – $ 841 $ 841 $ – $ – $ 841 |
Loss and Loss Adjustment Expe_2
Loss and Loss Adjustment Expense Reserves (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loss And Loss Adjustment Expense Reserves | |
Schedule of Changes in Outstanding Loss and Loss Adjustment Expense Reserves | A summary of changes in outstanding loss and loss adjustment expense reserves for the quarters ended March 31, 2023 and 2022, is as follows: Schedule of Changes in Outstanding Loss and Loss Adjustment Expense Reserves (in thousands) 2023 2022 Balance, January 1 4,409 2,133 Incurred related to: Current year 1,616 732 Prior years 301 791 Paid related to: Current year (1,797 ) (1,026 ) Prior years (485 ) (675 ) Balance, March 31 4,044 1,955 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Effective Tax Rates | Actual income tax expense (benefit) differs from the income tax expense computed by applying the applicable effective federal and state tax rates to income before income tax expense as follows: Schedule of Reconciliation Effective Tax Rates ($ in thousands) Three months ended March 31, 2023 2022 Amount % Amount % Provision for taxes at U.S. statutory marginal income tax rate of 21 $ 284 21.0 % $ (803 ) 21.0 % Valuation allowance for deferred tax assets deemed unrealizable (284 ) (21.0 )% 798 (20.9 )% Share-based compensation - % 5 (0.1 )% Income tax benefit $ – – % $ - - % |
Schedule of Deferred Income Taxes | Schedule of Deferred Income Taxes (in thousands) As of March 31, 2023 As of December 31, 2022 Deferred income tax assets: Net operating loss carryforward $ 4,339 $ 4,171 Loss and loss adjustment expense reserves 36 39 Unearned premium reserves 274 287 Capital loss carryforward 4,157 4,313 Share-based compensation 294 242 Investments 5 5 Other 36 9 Deferred income tax assets $ 9,141 $ 9,066 Less: Valuation allowance (5,179 ) (5,463 ) Deferred income tax assets net of valuation allowance $ 3,962 $ 3,603 Deferred income tax liabilities: Investments $ 267 $ 3,282 Deferred policy acquisition costs 3,695 321 Deferred income tax liabilities $ 3,962 $ 3,603 Net deferred income tax asset (liability) $ – $ – |
Equity Incentive Plan Grants (T
Equity Incentive Plan Grants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Activity | The following table summarizes RSU activity for the three months ended March 31, 2023 and 2022: Schedule of Restricted Stock Units Activity Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value Non-vested units, January 1, 2023 256,382 $ 2.57 Granted 785,000 2.80 Vested (1) (139,412 ) 2.82 Forfeited – – Non-vested units, March 31, 2023 901,970 $ 2.73 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 (1) Includes 131,080 |
Schedule of Fair Value of Stock Options | Schedule of Fair Value of Stock Options Expected volatility 45.60 % Expected life (years) 10.00 Risk-free interest rate 1.15 % Dividend yield 0.00 % |
Schedule of Stock Option Activity | The following table summarizes activity for stock options issued for the quarters ended March 31, 2023 and 2022: 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, 2023 130,000 $ 3.38 8.04 $ 1.88 $ - Exercisable, January 1, 2023 – $ – – $ – $ – Granted – – – – – Exercised – – – – – Cancelled – – – – – Outstanding, March 31, 2023 130,000 $ 3.38 7.79 $ 1.88 $ - Exercisable, March 31, 2023 – $ – – $ – $ – Outstanding, January 1, 2022 130,000 $ 3.38 9.04 $ 1.88 $ 49,400 Exercisable, January 1, 2022 – $ – – $ – $ – Granted – _ - - - – Exercised – – – – – Cancelled – – – – – Outstanding, March 31, 2022 130,000 $ 3.38 8.79 $ 1.88 $ (85,100 ) Exercisable, March 31, 2022 – $ – – $ – $ – |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share | Schedule of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share 2023 2022 ($ in thousands, except per share data) Three months ended March 31, 2023 2022 Basic and diluted: Net income (loss) $ 1,350 $ (3,823 ) Dividends declared on Series A Preferred Shares (447 ) (447 ) Income (loss) attributable to FG Financial Group, Inc. common shareholders 903 (4,270 ) Weighted average common shares 9,421,993 6,477,568 Income (loss) per common share $ 0.10 $ (0.66 ) Income (loss) per share attributable to common shareholders $ 0.10 $ (0.66 ) |
Schedule of Potentially Dilutive Securities Excluded from Calculation | The following potentially dilutive securities outstanding as of March 31, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares outstanding as their effect would be anti-dilutive. Schedule of Potentially Dilutive Securities Excluded from Calculation As of March 31, 2023 2022 Warrants to purchase common stock - - Options to purchase common stock 130,000 130,000 Restricted stock units 901,970 133,859 1,031,970 263,859 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting | Summary of Segment Reporting (in thousands) For the three months ended March 31, 2023 Insurance Asset Management Other Total Net premiums earned $ 3,657 $ – $ – $ 3,657 Net investment income (loss) 3,269 (429 ) – _ 2,840 Other income – _ 30 – 30 Total revenue 6,926 (399 ) – 6,527 Income (loss) before income tax 3,926 (400 ) (2,176 ) 1,350 As of March 31, 2023 Segment assets $ 27,919 $ 18,346 $ 3,739 $ 50,004 For the three months ended March 31, 2022 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 Income (loss) before income tax (661 ) (1,562 ) (1,600 ) (3,823 ) As of March 31, 2022 Segment assets $ 11,955 $ 13,365 $ 10,284 $ 35,644 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Apr. 05, 2022 | Mar. 03, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Feb. 24, 2022 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Cash | $ 200,000 | |||||
Investment Owned, Cost | $ 2,000,000 | |||||
FG Merger Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Investment | 2,600,000 | |||||
FG Merger Corp [Member] | IPO [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Payments for merger related costs | $ 80,500,000 | |||||
FG Acquisition Corp [Member] | IPO [Member] | Facility Closing [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Payments for merger related costs | $ 115,000,000 | |||||
FG Communities Inc [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Investment | $ 200,000 | $ 2,000,000 | $ 2,000,000 | |||
Common Stock [Member] | FG Merger Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Investment owned balance shares | 820,000 | |||||
Common Stock [Member] | FG Acquisition Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Investment owned balance shares | 819,000 | |||||
Warrant [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Warrants to issue common stock | 1,500,000 | |||||
Exercise price of warrants per share | $ 15 | |||||
Warrant [Member] | FG Merger Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Warrants to issue common stock | 989,000 | |||||
Exercise price of warrants per share | $ 11.50 | |||||
Warrants term | 5 years | |||||
Warrant [Member] | FG Acquisition Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Investment owned balance shares | 3,400,000 | |||||
Warrants to issue common stock | 1,400,000 | |||||
Exercise price of warrants per share | $ 11.50 | |||||
Warrants term | 5 years | |||||
Warrants value | 1,600,000 | |||||
Warrant [Member] | FG Acquisition Corp [Member] | Maximum [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Cash | $ 2,000,000 | |||||
Warrant One [Member] | FG Merger Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Warrants to issue common stock | 85,000 | |||||
Exercise price of warrants per share | $ 15 | |||||
Warrants term | 10 years | |||||
Warrant One [Member] | FG Acquisition Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Warrants to issue common stock | 440,000 | |||||
Exercise price of warrants per share | $ 15 | |||||
Warrants term | 10 years | |||||
Fundamental Global GP, LLC [Member] | Common Stock [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership percentage | 60% |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2023 | Mar. 16, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 30, 2020 |
Investment interest rate | 20% | |||||
Convertible promissory note | $ 500,000 | |||||
Senior unsecured promissory note | 200,000 | $ 200,000 | ||||
Cash in bank | 200,000 | |||||
Cash deposit per institution insured by FDIC | 250,000 | |||||
Cumulative Earnings (Deficit) | $ 100,000 | |||||
Cash collateral total | 6,500,000 | $ 9,300,000 | ||||
FG Communities Inc [Member] | ||||||
Investments | $ 200,000 | $ 2,000,000 | $ 2,000,000 | |||
Variable Interest Entity, Primary Beneficiary [Member] | Fundamental Global Asset Management, LLC [Member] | ||||||
Real estate investment | $ 5,000,000 |
Recently Adopted and Issued A_2
Recently Adopted and Issued Accounting Standards (Details Narrative) $ in Millions | Jan. 01, 2023 USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Cumulative earnings deficit | $ 0.1 |
Schedule of Investments (Detail
Schedule of Investments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Investments, Cost basis | $ 889 |
Investments, Gross Unrealized Gains | |
Investments, Gross Unrealized Losses | 48 |
Investments, Carrying Amount | 841 |
Hagerty Common Stock [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Investments, Cost basis | 889 |
Investments, Gross Unrealized Gains | |
Investments, Gross Unrealized Losses | 48 |
Investments, Carrying Amount | $ 841 |
Schedule of Investments Under E
Schedule of Investments Under Equity Method (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Cash | $ 200,000 | ||
Other assets | 740,000 | $ 712,000 | |
Total assets | 50,004,000 | $ 35,644,000 | 49,475,000 |
Accounts payable | 433,000 | 723,000 | |
Total liabilities | 11,197,000 | 12,180,000 | |
General and administrative expenses | (2,547,000) | (1,739,000) | |
Equity Method Investment [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 42,782,000 | 35,366,000 | |
Cash | 174,000 | 113,000 | |
Other assets | 148,000 | 165,000 | |
Total assets | 43,104,000 | 35,644,000 | |
Accounts payable | 331,000 | 65,000 | |
Due to Investor | 24,460,000 | ||
Total liabilities | 24,791,000 | $ 65,000 | |
Net investment income (loss) | 5,872,000 | (3,455,000) | |
General and administrative expenses | (250,000) | (73,000) | |
Net income (loss) | $ 5,622,000 | $ (3,528,000) |
Schedule of Net Investment Inco
Schedule of Net Investment Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Investments [Line Items] | ||
Net investment income (loss) | $ 2,840 | $ (2,346) |
Realized Loss On Fed Nat Common Stock [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | (2,877) | |
Unrealized Holding Loss on Fed Nat Common Stock [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | 2,774 | |
Realized Loss on Hagerty Common Stock [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | (16) | |
Unrealized Holding Loss on Hagerty Common Stock [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | 48 | |
Equity Method Earnings Losses [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | 2,680 | (2,071) |
Other Investment Income [Member] | ||
Schedule of Investments [Line Items] | ||
Net investment income (loss) | $ 128 | $ (172) |
Schedule of Financial Instrumen
Schedule of Financial Instruments Measured at Fair Value (Details) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | $ 841 |
Hagerty Common Stock [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | 841 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | 841 |
Fair Value, Inputs, Level 1 [Member] | Hagerty Common Stock [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | 841 |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | |
Fair Value, Inputs, Level 2 [Member] | Hagerty Common Stock [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock | |
Fair Value, Inputs, Level 3 [Member] | Hagerty Common Stock [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Equity securities, common stock |
Investments and Fair Value Di_3
Investments and Fair Value Disclosures (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 16, 2023 | Mar. 15, 2023 | Dec. 15, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 04, 2021 | |
Sale of stock number of shares sold | 16,000 | |||||
Equity method investment realized gain loss | $ 300,000 | |||||
Equity method investments | 800,000 | |||||
Received distributions | $ 35,000 | |||||
Shares issued price per share | $ 0.10 | |||||
Senior unsecured promissory note | $ 200,000 | $ 200,000 | ||||
Financing Receivable, after Allowance for Credit Loss, Current | 700,000 | |||||
FGMP [Member] | ||||||
Gain loss on investments | 100,000 | |||||
Equity method investment realized gain loss | 3,100,000 | |||||
FG SPAC Partners LP [Member] | ||||||
Undistributed earnings | 8,900,000 | $ 5,700,000 | ||||
Investments | 9,000,000 | |||||
FG SPAC Partners LP [Member] | Maximum [Member] | ||||||
Investments | 1,000,000 | |||||
Fundamental global commities [Member] | ||||||
Real estate investment | 2,000,000 | |||||
I Core Connect Inc [Member] | ||||||
Investments | $ 500,000 | $ 500,000 | ||||
Debt instrument interest rate | 15% | |||||
Debt instrument maturity date | Mar. 15, 2024 | |||||
Craveworthy [Member] | ||||||
Debt instrument interest rate | 13% | |||||
Debt instrument maturity date | Mar. 15, 2024 | |||||
Senior unsecured promissory note | $ 200,000 | |||||
Debt instrument principal amount | $ 200,000 | |||||
FG SPAC Partners LP [Member] | ||||||
Equity method investments | 61% | 48% | ||||
Investment Fund [Member] | ||||||
Undistributed earnings | 16,800,000 | |||||
Investment fund | $ 15,700,000 | |||||
Other Investment [Member] | ||||||
Investments fair value disclosure | $ 2,200,000 | $ 2,300,000 | ||||
Hagerty Common Stock [Member] | ||||||
Number of shares issued, shares | 99,999 | |||||
Number of shares issued, value | $ 889,000 |
Schedule of Changes in Outstand
Schedule of Changes in Outstanding Loss and Loss Adjustment Expense Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss And Loss Adjustment Expense Reserves | ||
Balance, January 1 | $ 4,409 | $ 2,133 |
Incurred related to: | ||
Current year | 1,616 | 732 |
Prior years | 301 | 791 |
Paid related to: | ||
Current year | (1,797) | (1,026) |
Prior years | (485) | (675) |
Balance, March 31 | $ 4,044 | $ 1,955 |
Schedule of Reconciliation Effe
Schedule of Reconciliation Effective Tax Rates (Details) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 21% | 21% |
Schedule of Reconciliation Ef_2
Schedule of Reconciliation Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for taxes at U.S. statutory marginal income tax rate of 21% | $ 284 | $ (803) |
Provision for taxes at U.S. statutory marginal income tax rate of 21%, percentage | 21% | 21% |
Valuation allowance for deferred tax assets deemed unrealizable | $ (284) | $ 798 |
Valuation allowance for deferred tax assets deemed unrealizable, percentage | (21.00%) | (20.90%) |
Share-based compensation | $ 5 | |
Share-based compensation, percentage | (0.10%) | |
Income tax benefit | ||
Income tax benefit, percentage |
Schedule of Deferred Income Tax
Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Net operating loss carryforward | $ 4,339 | $ 4,171 |
Loss and loss adjustment expense reserves | 36 | 39 |
Unearned premium reserves | 274 | 287 |
Capital loss carryforward | 4,157 | 4,313 |
Share-based compensation | 294 | 242 |
Investments | 5 | 5 |
Other | 36 | 9 |
Deferred income tax assets | 9,141 | 9,066 |
Less: Valuation allowance | (5,179) | (5,463) |
Deferred income tax assets net of valuation allowance | 3,962 | 3,603 |
Deferred income tax liabilities: | ||
Investments | 267 | 3,282 |
Deferred policy acquisition costs | 3,695 | 321 |
Deferred income tax liabilities | 3,962 | 3,603 |
Net deferred income tax asset (liability) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Deferred tax assets, gross | $ 9,141 | $ 9,066 |
Deferred tax liabilities | 4,000 | |
Deferred tax valuation allowances | 5,200 | |
Operating Loss Carryforwards | 20,700 | |
Expire on December 31, 2039 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Loss Carryforwards | 500 | |
Expire on December 31, 2040 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Loss Carryforwards | 100 | |
Expire on December 31, 2041 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Loss Carryforwards | 1,600 | |
Not Expire Under Current Tax Law [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Loss Carryforwards | 18,400 | |
Expire on December 2026 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Loss Carryforwards | $ 19,800 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Non-vested Units, Beginning balance | 256,382 | 164,655 | |
Weighted Average Grant Date Fair Value, Beginning balance | $ 2.57 | $ 4.35 | |
Number of Non-vested Units, Granted | 785,000 | ||
Weighted Average Grant Date Fair Value, Granted | $ 2.80 | ||
Number of Non-vested Units, Vested | (139,412) | [1] | (30,796) |
Weighted Average Grant Date Fair Value, Vested | $ 2.82 | [1] | $ 4.45 |
Number of Non-vested Units, Forfeited | |||
Weighted Average Grant Date Fair Value, Forfeited | |||
Number of Non-vested Units, Ending balance | 901,970 | 133,859 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 2.73 | $ 4.33 | |
[1]Includes 131,080 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Units Activity (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of vested shares that have not been issued | 131,080 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Expected volatility | 45.60% |
Expected life (years) | 10 years |
Risk-free interest rate | 1.15% |
Dividend yield | 0% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - 2014 Equity Incentive Plan [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares, Outstanding, Beginning balance | 130,000 | 130,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 3.38 | $ 3.38 |
Weighted Ave Remaining Contractual Term (Years), Outstanding, Beginning balance | 8 years 14 days | 9 years 14 days |
Weighted Ave Grant Date Fair Value, Outstanding, Beginning balance | $ 1.88 | $ 1.88 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 49,400 | |
Shares, Exercisable, Beginning balance | ||
Weighted Average Exercise Price, Exercisable, Beginning balance | ||
Weighted Ave Grant Date Fair Value, Exercisable, Beginning balance | ||
Aggregate Intrinsic Value, Exercisable, Beginning balance | ||
Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Grant date Fair Value, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Grant date Fair Value, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Shares, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Grant date Fair Value, Cancelled | ||
Aggregate Intrinsic Value, Cancelled | ||
Shares, Outstanding, Ending balance | 130,000 | 130,000 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 3.38 | $ 3.38 |
Weighted Ave Remaining Contractual Term (Years), Outstanding, Ending balance | 7 years 9 months 14 days | 8 years 9 months 14 days |
Weighted Ave Grant Date Fair Value, Outstanding, Ending balance | $ 1.88 | $ 1.88 |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ (85,100) | |
Shares, Exercisable, Ending balance | ||
Weighted Average Exercise Price, Exercisable, Ending balance | ||
Weighted Ave Grant Date Fair Value, Exercisable, Ending balance | ||
Aggregate Intrinsic Value, Exercisable, Ending balance |
Equity Incentive Plan Grants (D
Equity Incentive Plan Grants (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||
Feb. 17, 2023 | Aug. 19, 2022 | Jul. 31, 2022 | Jan. 18, 2021 | Jan. 12, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 24, 2023 | Dec. 31, 2022 | Feb. 24, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-based payment arrangement, expense | $ 641,000 | $ 62,000 | ||||||||||
Unrecognized stock based compensation expense | $ 2,200,000 | |||||||||||
Warrant [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Warrants outstanding | 1,500,000 | |||||||||||
Exercise price of warrants | $ 15 | |||||||||||
Larry G. Swets Jr [Member] | Equity Award Letter Agreement [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Grant an additional stock options | 370,000 | |||||||||||
Larry G. Swets Jr [Member] | Stock Option Agreement [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Grant an additional stock options | 130,000 | |||||||||||
Exercise price of shares | $ 3.38 | |||||||||||
Stock option,description | The Stock Option becomes vested and fully exercisable in 20% increments on each anniversary of the grant date, provided that Mr. Swets remains in the continuous service of the Company through each applicable vesting date and that the Company’s book value per share has 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 January 11, 2031. | |||||||||||
Stock option service period | 3 years 3 months 18 days | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of stock outstanding | 901,970 | 133,859 | 256,382 | 164,655 | ||||||||
Number of restricted units granted | 785,000 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Non Employee Director [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of restricted stock issued | 158,225 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Management [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of restricted units granted | 415,000 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Mr.Swets [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of restricted units granted | 370,000 | |||||||||||
2021 Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of share available for issuance | 1,500,000 | |||||||||||
Number of stock options outstanding | 130,000 | |||||||||||
2021 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of stock outstanding | 901,970 | |||||||||||
2021 Incentive Plan [Member] | Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of share available for issuance | 1,500,000 | |||||||||||
Amendment 2021 Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of share available for issuance | 2,000,000 | |||||||||||
2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Employee Director [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares issued | 25,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 16, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | |
Senior unsecured promissory note | $ 200,000 | $ 200,000 | |||||
FG Communities Inc [Member] | |||||||
Investments | 200,000 | $ 2,000,000 | $ 2,000,000 | ||||
I Core Connect Inc [Member] | |||||||
Investments | 500,000 | $ 500,000 | |||||
Joint Venture Agreement [Member] | Fundamental Global Asset Management [Member] | |||||||
Investment ownership percentage | 50% | ||||||
Shared Services Agreement [Member] | Fundamental Global Management, LLC [Member] | |||||||
Shared services fee | $ 456,000 | $ 456,250 | $ 457,000 |
Schedule of Numerators and Deno
Schedule of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 1,350 | $ (3,823) |
Dividends declared on Series A Preferred Shares | (447) | (447) |
Income (loss) attributable to FG Financial Group, Inc. common shareholders | $ 903 | $ (4,270) |
Weighted average common shares | 9,421,993 | 6,477,568 |
Income (loss) per common share | $ 0.10 | $ (0.66) |
Income (loss) per share attributable to common shareholders | $ 0.10 | $ (0.66) |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded from Calculation (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,031,970 | 263,859 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | ||
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 130,000 | 130,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 901,970 | 133,859 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Rent expense | $ 5,000 | $ 0 | ||
Lessee discount rate | 8% | |||
Operating asset and lease liability | $ 52,000 | |||
Lease Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease term | 44 months | 12 months | ||
Payments for rent | $ 77,000 | $ 17,000 | ||
Rent expense | $ 0 | $ 5,000 |
Summary of Segment Reporting (D
Summary of Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Net premiums earned | $ 3,657 | $ 2,473 | |
Net investment income (loss) | 2,840 | (2,346) | |
Other income | 30 | 25 | |
Total revenue | 6,527 | 152 | |
Income (loss) before income tax | 1,350 | (3,823) | |
Segment assets | 50,004 | 35,644 | $ 49,475 |
Insurance [Member] | |||
Segment Reporting Information [Line Items] | |||
Net premiums earned | 3,657 | 2,473 | |
Net investment income (loss) | 3,269 | (969) | |
Other income | |||
Total revenue | 6,926 | 1,504 | |
Income (loss) before income tax | 3,926 | (661) | |
Segment assets | 27,919 | 11,955 | |
Asset Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Net premiums earned | |||
Net investment income (loss) | (429) | (1,377) | |
Other income | 30 | 25 | |
Total revenue | (399) | (1,352) | |
Income (loss) before income tax | (400) | (1,562) | |
Segment assets | 18,346 | 13,365 | |
Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Net premiums earned | |||
Net investment income (loss) | |||
Other income | |||
Total revenue | |||
Income (loss) before income tax | (2,176) | (1,600) | |
Segment assets | $ 3,739 | $ 10,284 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Unrestricted cash | $ 200,000 | |
Unrestricted Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Unrestricted cash | $ 3,200,000 | $ 6,700,000 |