Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-41688 | |
Entity Registrant Name | STRONG GLOBAL ENTERTAINMENT, INC. | |
Entity Central Index Key | 0001893448 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 108 Gateway Boulevard | |
Entity Address, Address Line Two | Suite 204 | |
Entity Address, City or Town | Mooresville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28117 | |
City Area Code | (704) | |
Local Phone Number | 471-6784 | |
Title of 12(b) Security | Class A Common Voting Shares, without par value | |
Trading Symbol | SGE | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,877,842 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,111 | $ 5,470 |
Accounts receivable (net of credit allowances of $187 and $179, respectively) | 6,299 | 6,476 |
Inventories, net | 4,446 | 4,079 |
Assets of discontinued operations | 940 | |
Other current assets | 1,264 | 1,062 |
Total current assets | 17,120 | 18,027 |
Property, plant and equipment, net | 1,488 | 1,592 |
Operating lease right-of-use assets | 4,697 | 4,793 |
Finance lease right-of-use asset | 1,136 | 1,201 |
Goodwill | 881 | 903 |
Other long-term assets | 26 | 10 |
Total assets | 25,348 | 26,526 |
Current liabilities: | ||
Accounts payable | 3,642 | 3,544 |
Accrued expenses | 2,975 | 3,112 |
Payable to FG Group Holdings Inc. (Note 15) | 119 | 129 |
Short-term debt | 2,453 | 2,456 |
Current portion of long-term debt | 271 | 270 |
Current portion of operating lease obligations | 403 | 397 |
Current portion of finance lease obligations | 258 | 253 |
Deferred revenue and customer deposits | 1,867 | 1,318 |
Liabilities of discontinued operations | 161 | 1,392 |
Total current liabilities | 12,149 | 12,871 |
Operating lease obligations, net of current portion | 4,361 | 4,460 |
Finance lease obligations, net of current portion | 904 | 971 |
Long-term debt, net of current portion | 234 | 301 |
Deferred income tax liabilities, net | 135 | 125 |
Other long-term liabilities | 4 | 4 |
Total liabilities | 17,787 | 18,732 |
Commitments, contingencies and concentrations (Note 14) | ||
Stockholders’ Equity: | ||
Preferred stock, no par value; 150,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023 | ||
Paid-in-capital related to: | ||
Accumulated deficit | (2,785) | (2,712) |
Accumulated other comprehensive loss | (5,468) | (5,234) |
Total stockholders’ equity | 7,561 | 7,794 |
Total liabilities and stockholders’ equity | 25,348 | 26,526 |
Common Class A [Member] | ||
Paid-in-capital related to: | ||
Paid-in-capital related to common stock, value | ||
Common Class B [Member] | ||
Paid-in-capital related to: | ||
Paid-in-capital related to common stock, value | $ 15,814 | $ 15,740 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Net of credit allowances | $ 187 | $ 179 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock shares authorized | 150,000,000 | 150,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 7,877,842 | 7,877,842 |
Common stock, shares outstanding | 7,877,842 | 7,877,842 |
Common Class B [Member] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total net revenues | $ 11,070 | $ 9,951 |
Total cost of revenues | 8,413 | 7,631 |
Gross profit | 2,657 | 2,320 |
Selling and administrative expenses: | ||
Selling | 518 | 534 |
Administrative | 1,959 | 1,240 |
Total selling and administrative expenses | 2,477 | 1,774 |
Income from operations | 180 | 546 |
Other income (expense): | ||
Interest expense, net | (115) | (56) |
Foreign currency transaction gain | 162 | 117 |
Other income, net | 25 | 12 |
Total other income | 72 | 73 |
Income from continuing operations before income taxes | 252 | 619 |
Income tax expense | (133) | (55) |
Net income from continuing operations | 119 | 564 |
Net loss from discontinued operations (Note 3) | (192) | (191) |
Net (loss) income | $ (73) | $ 373 |
Basic net (loss) income per share: | ||
Continuing operations | $ 0.01 | $ 0.09 |
Discontinued operations | (0.02) | (0.03) |
Basic net (loss) income per share | (0.01) | 0.06 |
Diluted net (loss) income per share: | ||
Continuing operations | 0.01 | 0.09 |
Discontinued operations | (0.02) | (0.03) |
Diluted net (loss) income per share | $ (0.01) | $ 0.06 |
Weighted-average shares used in computing net (loss) income per share: | ||
Basic | 7,877 | 6,000 |
Diluted | 7,883 | 6,000 |
Product [Member] | ||
Total net revenues | $ 8,022 | $ 7,204 |
Total cost of revenues | 5,938 | 5,465 |
Service [Member] | ||
Total net revenues | 3,048 | 2,747 |
Total cost of revenues | $ 2,475 | $ 2,166 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss | $ (73) | $ 373 |
Currency translation adjustment: | ||
Unrealized net change arising during period | (234) | (72) |
Total other comprehensive loss | (234) | (72) |
Comprehensive (loss) income | $ (307) | $ 301 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | Parent [Member] |
Balance at Dec. 31, 2022 | $ (5,024) | $ 9,204 | $ 14,228 | ||||
Cumulative effect of adoption of accounting principle | (24) | (24) | |||||
Net income (loss) | 373 | 373 | |||||
Net other comprehensive loss | (72) | (72) | |||||
Stock-based compensation expense | 18 | 18 | |||||
Net transfer to parent | (1,217) | (1,217) | |||||
Balance at Mar. 31, 2023 | (5,096) | 8,282 | $ 13,378 | ||||
Balance at Dec. 31, 2023 | $ 15,740 | $ (2,712) | (5,234) | 7,794 | |||
Balance, shares at Dec. 31, 2023 | 7,877 | 100 | |||||
Net income (loss) | (73) | (73) | |||||
Net other comprehensive loss | (234) | (234) | |||||
Stock-based compensation expense | 74 | 74 | |||||
Balance at Mar. 31, 2024 | $ 15,814 | $ (2,785) | $ (5,468) | $ 7,561 | |||
Balance, shares at Mar. 31, 2024 | 7,877 | 100 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income from continuing operations | $ 119 | $ 564 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Provision for (recovery of) doubtful accounts | 18 | (18) |
Provision for obsolete inventory | 14 | 14 |
Provision for warranty | 10 | 44 |
Depreciation and amortization | 153 | 179 |
Gain on acquisition of ICS assets | (23) | |
Amortization and accretion of operating leases | 158 | 16 |
Deferred income taxes | 10 | (19) |
Stock-based compensation expense | 74 | 18 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 527 | 593 |
Inventories | (419) | (284) |
Current income taxes | 102 | 130 |
Other assets | (216) | (418) |
Accounts payable and accrued expenses | (693) | (135) |
Deferred revenue and customer deposits | 555 | 618 |
Operating lease obligations | (154) | (19) |
Net cash provided by operating activities from continuing operations | 235 | 1,283 |
Net cash used in operating activities from discontinued operations | (492) | (513) |
Net cash (used in) provided by operating activities | (257) | 770 |
Cash flows from investing activities: | ||
Capital expenditures | (22) | (75) |
Net cash used in investing activities from continuing operations | (22) | (75) |
Net cash used in investing activities from discontinued operations | (83) | |
Net cash used in investing activities | (22) | (158) |
Cash flows from financing activities: | ||
Principal payments on short-term debt | (21) | (250) |
Principal payments on long-term debt | (67) | (9) |
Borrowings under credit facility | 2,839 | 1,596 |
Repayments under credit facility | (2,765) | (225) |
Payments on finance lease obligations | (61) | (25) |
Net cash transferred to parent | (1,217) | |
Net cash used in financing activities from continuing operations | (75) | (130) |
Net cash provided by financing activities from discontinued operations | ||
Net cash used in financing activities | (75) | (130) |
Effect of exchange rate changes on cash and cash equivalents | (5) | (20) |
Net increase in cash and cash equivalents from continuing operations | 133 | 1,058 |
Net decrease in cash and cash equivalents from discontinued operations | (492) | (596) |
Net (decrease) increase in cash and cash equivalents | (359) | 462 |
Cash and cash equivalents at beginning of period | 5,470 | 3,615 |
Cash and cash equivalents at end of period | $ 5,111 | $ 4,077 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Strong Global Entertainment, Inc. (“Strong Global Entertainment,” or the “Company”) is a leader in the entertainment industry providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company is a holding company and conducts business through its wholly-owned operating subsidiaries: Strong/MDI Screen Systems, Inc. (“Strong/MDI”) is a leading premium screen and projection coatings supplier in the world, and Strong Technical Services, Inc. (“STS”) provides comprehensive managed service offerings with 24/7/365 support nationwide to ensure solution uptime and availability. On May 15, 2023, the Company completed an initial public offering (“IPO”) of its Class A Voting Common Shares without par value (“Common Shares”). The IPO closed on May 18, 2023 and the Company completed its separation (the “Separation”) from Fundamental Global Inc., formerly FG Group Holdings, Inc (“Fundamental Global”). The Company’s Common Shares are listed on the NYSE American under the ticker symbol “SGE.” On February 29, 2024, FG Financial Group, Inc. (“FG Financial”), and FG Group Holdings completed a merger transaction (the “Merger”). Pursuant to the terms of the Merger Agreement, FG Group Holdings became a wholly owned subsidiary of FG Financial. Following the Merger, FG Financial changed its name to Fundamental Global Inc. (“Fundamental Global”). As a result of the Merger, the Company’s indirect controlling shareholder changed from FG Group Holdings to Fundamental Global. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements are presented in accordance with the requirements of interim financial data and consequently do not include all of the disclosures normally required by GAAP for annual reporting purposes, such as those made in the Company’s audited financial statements Company’s Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of trends or results expected for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2023, was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. In May 2023, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation (see below for additional information) are now also referred to as “condensed consolidated financial statements.” In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over (historical cost) basis. The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars. For Periods Prior to the Separation Prior to the Separation, the Company’s financial statements were derived from the condensed consolidated financial statements and accounting records of Fundamental Global as if Strong Global Entertainment had operated on a stand-alone basis during the periods presented and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. Historically, Strong Global Entertainment was reported as an operating segment within Fundamental Global’ reportable segments and did not operate as a stand-alone company. Accordingly, Fundamental Global historically reported the financial position and the related results of operations, cash flows and changes in equity of Strong Global Entertainment as a component of Fundamental Global’s condensed consolidated financial statements. Prior to the Separation, the historical results of operations included allocations of Fundamental Global’s costs and expenses including Fundamental Global’s corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. For periods prior to the Separation, the operating results of Strong Global Entertainment have historically been disclosed as a reportable segment within the condensed consolidated financial statements of Fundamental Global enabling identification of directly attributable transactional information, functional departments and headcount. The combined balance sheets were primarily derived by reference to one, or a combination, of Strong Global Entertainment transaction-level information, functional department or headcount. Revenue and Cost of revenue were derived from transactional information specific to Strong Global Entertainment products and services. Directly attributable operating expenses were derived from activities relating to Strong Global Entertainment functional departments and headcount. Certain additional costs, including compensation costs for corporate employees, have been allocated from Fundamental Global. The allocated costs for corporate functions included, but were not limited to, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing activities, shared facilities and other shared services, which are not provided at the Strong Global Entertainment level. These costs were allocated on a basis of revenue, headcount or other measures Strong Global Entertainment has determined as reasonable. Strong Global Entertainment employees also historically participated in Fundamental Global’s stock-based incentive plans, in the form of restricted stock units (“RSUs”) and stock options issued pursuant to Fundamental Global’s employee stock plan. Stock-based compensation expense has been directly reported by Strong Global Entertainment based on the awards and terms previously granted to Fundamental Global’s employees. Allocations for management costs and corporate support services provided to Strong Global Entertainment prior to the Separation totaled $ 0.2 The operations of the Company are included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by Fundamental Global, where applicable. Income tax expense and other income tax related information contained in the financial statements prior to the Separation are presented on a separate return basis as if Strong Global Entertainment had filed its own tax returns. Use of Management Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods. The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations. Our results of operations in future periods may continue to be adversely impacted by inflationary pressures and global supply chain issues, and other negative effects on global economic conditions. Cash and Cash Equivalents All short-term, highly liquid financial instruments are classified as cash equivalents in the condensed consolidated balance sheets and statements of cash flows. Generally, these instruments have maturities of three months or less from date of purchase. As of March 31, 2024, $ 0.9 5.1 Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and provision for expected credit losses to be adjusted accordingly. The accounts receivable balances on the condensed consolidated balance sheets are net of an allowance for expected credit losses of $ 0.2 Income Taxes Income taxes are accounted for under the asset and liability method. The Company uses an estimate of its annual effective rate at each interim period based on the facts and circumstances at the time while the actual effective rate is calculated at year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred 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 enactment date. In assessing whether the deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the condensed consolidated statements of operations as income tax expense. Stock Compensation Plans Prior to the Separation, the Company’s employees participated in Fundamental Global’s stock-based compensation plans. Stock-based compensation expense has been allocated to the Company based on the awards and terms previously granted to Fundamental Global’s employees. The Company measures stock-based compensation at the grant date based on the fair value of the award. The fair value of stock options is estimated using the Black-Scholes option pricing model. Estimated compensation cost relating to RSUs is based on the closing fair market value of Fundamental Global’s common stock on the date of grant. The Company recognizes compensation expense for all stock-based payment awards based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the vesting period of the awards. The Company has historically issued shares upon exercise of stock options or vesting of restricted stock from new stock issuances. Management estimates the fair value of restricted stock awards based upon the closing market price of the underlying Common Shares on the date of grant. The fair value of stock options granted is calculated using the Black-Scholes option pricing model. No stock-based compensation cost was capitalized as a part of inventory in during the three months ended March 31, 2024 and March 31, 2023. Fair Value of Financial Instruments Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: ● Level 1 – inputs to the valuation techniques are quoted prices in active markets for identical assets or liabilities ● Level 2 – inputs to the valuation techniques are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly ● Level 3 – inputs to the valuation techniques are unobservable for the assets or liabilities The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of March 31, 2024 and December 31, 2023. Fair values measured on a recurring basis at March 31, 2024 (in thousands): Schedule of Fair Values Measured on Recurring Basis Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,111 $ - $ - $ 5,111 Total $ 5,111 $ - $ - $ 5,111 Fair values measured on a recurring basis at December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,470 $ - $ - $ 5,470 Total $ 5,470 $ - $ - $ 5,470 The Company’s short-term debt is recorded at historical cost. The carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, and short-term debt reported in the condensed consolidated balance sheets equal or approximate their fair values due to the short-term nature of these instruments. All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which include non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment) Leases The Company and its subsidiaries lease plant and office facilities and equipment under operating and finance leases expiring through 2038. See Note 15 for additional details related to the lease for the Company’s manufacturing facility in Quebec, Canada. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration. The Company elected to not apply the recognition requirements of Accounting Standards Codification Topic 842, “Leases,” to leases of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component. Recent Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The new ASU will not impact amounts recorded in the Company’s financial statements but instead, will require more detailed disclosures in the footnotes to the financial statements. The Company plans to provide the updated disclosures required by the ASU in the periods in which they are effective |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations In March 2022, Strong Studios, Inc. (“Strong Studios”) acquired, from Landmark Studio Group LLC (“Landmark”), the rights to original feature films and television series, and was assigned third party rights to content for global multiplatform distribution. The transaction entailed the acquisition of certain projects which are in varying stages of development. During the second quarter of 2022, Safehaven 2022, Inc. (“Safehaven 2022”) was established to manage the production and financing of the Safehaven In September 2023, the Company acquired all of the outstanding capital stock of Unbounded Media Corporation (“Unbounded”), an independent media and creative production company. Unbounded developed, created and produced film, advertising, and branded content for a broad range of clients. The Company expected Unbounded, in partnership with Strong Studios, would also further develop its original IP portfolio, under its Fieldhouse Entertainment division, which included feature films employing Strong Studios’ long form production expertise and industry network. As of December 31, 2023, the board of directors of Strong Global Entertainment approved the Company’s plan to exit its content business, including Strong Studios and Unbounded and authorized management to proceed with such plan. The plan is expected to improve the Company’s focus on its core businesses, reduce general and administrative costs, and improve financial performance. The Company may receive proceeds from the disposition of certain parts of the business and could recover development costs incurred in certain of the Strong Studios projects in the future; however, any recovery is highly speculative, and management is not able to estimate the amount, timing or likelihood of recoveries. These estimates may change based on the ultimate disposition of the operations and potential recoveries. Management evaluated the classification of the content business as a discontinued operation as of December 31, 2023. The content business included employees and operations that were dedicated solely to that portion of the overall business. In addition, the Company’s accounting system and bank accounts were set up in a manner that allowed for the cash flows to be clearly distinguished from the rest of the entity. Management determined its content business is a component of an entity and represented a discontinued operation effective December 31, 2023. As noted above, management began implementing the exit plan in late December 2023. All employees of the content business were notified of the Company’s plans to exit the business in December and management immediately began working to implement the exit plan. In connection with the plan to exit the content business, the Company shut down the acquired Unbounded operations effective December 31, 2023. The Company also entered into a letter of intent during December 2023 and executed a Stock Purchase Agreement effective January 1, 2024 for the sale of the majority of the Strong Studios operations. As a result, the Company has classified the assets and liabilities to reflected as discontinued operations as of December 31, 2023. The assets and liabilities transferred to the purchaser during the first quarter of 2024. Pursuant to the Stock Purchase Agreement, the Company transferred the Strong Studios legal entity and all assets and liabilities related to Strong Studios, except the assets and liabilities related to Safehaven. The Stock Purchase Agreement included a sales price of $ 0.6 0.6 The first installment payment was due in February 2024, but the payment has not been received from the purchaser, and the Company is uncertain if the cash purchase price will ultimately be received. As a result, the Company has adjusted the carrying value of the net assets related to Strong Studios to $ 0 The Safehaven Safehaven 0 The major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands): Schedule of Assets and Liabilities Included as Part of Discontinued Operations March 31, 2024 December 31, 2023 Accounts receivable, net $ - $ 27 Other current assets - 7 Film & TV programming rights - 906 Total assets of discontinued operations $ - $ 940 Accounts payable and accrued expenses $ 90 $ 1,321 Long-term debt, net of current portion 71 71 Total liabilities of discontinued operations $ 161 $ 1,392 The major line items constituting the net loss from discontinued operations are as follows (in thousands): Schedule of Net Loss From Discontinued Operations March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 March 31, 2023 Net revenues $ - $ - Cost of revenues 95 - Gross profit (95 ) - Selling and administrative expenses 95 192 Gain on disposal of assets - 1 Loss from operations (190 ) (191 ) Other expense (2 ) - Loss from discontinued operations (192 ) (191 ) Income tax expense - - Net loss from discontinued operations $ (192 ) $ (191 ) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4 . Revenue The Company accounts for revenue using the following steps: ● Identify the contract, or contracts, with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the identified performance obligations; and ● Recognize revenue when, or as, the Company satisfies the performance obligations. The Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine whether they are distinct, whether the items have value on a standalone basis, and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin approach. Management estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients, or receives cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation. The Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of March 31, 2024 or December 31, 2023. The following tables disaggregate the Company’s revenue by major source for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Disaggregation of Revenue Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Screen system sales $ 3,035 $ 2,958 Digital equipment sales 4,238 3,526 Extended warranty sales 58 51 Other product sales 691 669 Total product sales 8,022 7,204 Field maintenance and monitoring services 1,909 1,891 Installation services 936 802 Other service revenues 203 54 Total service revenues 3,048 2,747 Total $ 11,070 $ 9,951 Total revenue $ 11,070 $ 9,951 Screen system sales The Company typically recognizes revenue on the sale of its screen systems when control of the screen is transferred to the customer, usually at time of shipment. However, revenue is recognized upon delivery for certain international shipments with longer shipping transit times because control transfers upon delivery to the customer. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. For contracts that are long-term in nature, the Company believes that the use of the percentage-of-completion method is appropriate as management has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues, and contract costs. Under the percentage-of-completion method, revenue is recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract. Digital equipment sales The Company recognizes revenue on sales of digital equipment when the control of the equipment is transferred, which typically occurs at the time of shipment from the Company’s warehouse or drop-shipment from a third party. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. The Company typically records revenue for drop-shipment orders on a gross basis as the Company (i) is responsible for fulfilling the order, (ii) has inventory risk, (iii) would be the recipient of any returned items and (iv) has discretion over pricing. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. Field maintenance and monitoring services The Company sells service contracts that provide maintenance and monitoring services to its Strong Entertainment customers. These contracts are generally 12 months in length. Revenue related to service contracts is recognized ratably over the term of the agreement. In addition to selling service contracts, the Company also performs discrete time and materials-based maintenance and repair work for customers. Revenue related to time and materials-based maintenance and repair work is recognized at the point in time when the performance obligation has been fully satisfied. Installation services The Company performs installation services for its customers and recognizes revenue upon completion of the installations. Extended warranty sales The Company sells extended warranties to its customers. Typically, the Company is the primary obligor, and revenue is recognized on a gross basis ratably over the term of the extended warranty. Timing of revenue recognition The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Point in time $ 9,473 $ 8,430 Over time 1,597 1,521 Total $ 11,070 $ 9,951 Total revenue $ 11,070 $ 9,951 At March 31, 2024, the unearned revenue amount associated with maintenance and monitoring services and extended warranty sales in which the Company is the primary obligor was $ 0.4 0.4 0.1 The following tables summarize the Company’s revenue by geographic area for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Revenue by Geographic Area Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 United States $ 9,629 $ 8,577 Canada 163 313 China 81 22 Mexico 18 - Latin America 159 256 Europe 656 396 Asia (excluding China) 88 153 Other 276 234 Total $ 11,070 $ 9,951 Total net revenues $ 11,070 $ 9,951 |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 5. Net Income Per Share Basic net income per share has been computed on the basis of the weighted average number of shares of common stock outstanding. In periods when the Company reported a net loss from continuing operations, there were no differences between average shares used to compute basic and diluted loss per share as inclusion of stock options and restricted stock units would have been anti-dilutive in those periods. The weighted average number of shares outstanding for the basic and diluted net income per share for the periods prior to the completion of the IPO is based on the number of shares of the Company’s common stock outstanding on May 15, 2023, the effective date of the registration statement relating to the IPO. The following table summarizes the weighted average shares used to compute basic and diluted net loss per share (in thousands): Schedule of Earnings Per Share Basic and Diluted 2024 2023 Three Months Ended March 31, 2024 2023 Weighted average shares outstanding: Basic weighted average shares outstanding 7,877 6,000 Dilutive effect of stock options and certain non-vested restricted stock units 6 - Diluted weighted average shares outstanding 7,883 6,000 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consisted of the following (in thousands): Schedule of Inventories March 31, 2024 December 31, 2023 Raw materials and components $ 1,975 $ 2,021 Work in process 387 443 Finished goods 2,084 1,615 Total Inventories $ 4,446 $ 4,079 The inventory balances are net of reserves of approximately $ 0.4 Schedule of Inventory Reserve Inventory reserve balance at December 31, 2023 $ 384 Inventory write-offs during 2024 (4 ) Provision for inventory reserve during 2024 14 Inventory reserve balance at March 31, 2024 $ 394 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 7. Other Current Assets Other current assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Other Current Assets March 31, 2024 December 31, 2023 Prepaid expenses $ 600 $ 451 Unbilled accounts receivable 578 552 Other 86 59 Total $ 1,264 $ 1,062 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Property, Plant and Equipment March 31, 2024 December 31, 2023 Buildings and improvements $ 432 $ 433 Machinery and other equipment 5,070 5,158 Office furniture and fixtures 805 830 Construction in progress 2 - Total properties, cost 6,309 6,421 Less: accumulated depreciation (4,821 ) (4,829 ) Property, plant and equipment, net $ 1,488 $ 1,592 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Accrued Expenses March 31, 2024 December 31, 2023 Employee-related $ 1,196 $ 1,425 Warranty obligation 367 475 Interest and taxes 654 546 Legal and professional fees 418 381 Other 340 285 Total $ 2,975 $ 3,112 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Short-term debt and long-term debt consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Short-Term Debt and Long-Term Debt March 31, 2024 December 31, 2023 Short-term debt: Strong/MDI revolving credit facility $ 2,453 $ 2,438 Insurance debt - 18 Total short-term debt $ 2,453 $ 2,456 Long-term debt: Tenant improvement loan $ 117 $ 126 ICS promissory note 388 445 Total long-term debt $ 505 $ 571 Less: current portion (271 ) (270 ) Long-term debt, net of current portion $ 234 $ 301 Strong/MDI Installment Loans and Revolving Credit Facility In January 2023, Strong/MDI and CIBC entered into a demand credit agreement (the “2023 Credit Agreement”), which amended and restated the 2021 Credit Agreement. The 2023 Credit Agreement consists of a revolving line of credit for up to CAD$ 5.0 20 3.1 1.0 0.5 5 20 3.4 On January 19, 2024, the Company entered into a new demand credit agreement with CIBC. The agreement consists of a demand operating credit and a business credit card facility. Under the demand operating credit, with certain conditions, the credit limit is the lesser of (a) CAD$ 6.0 (i) 80% of Receivable Value, which includes all North American accounts receivable of Strong/MDI and STS, and (ii) 50% of Inventory Value, but in no event may the amount in this clause (ii) exceed $1.5 million, minus (iii) all Priority Claims (as defined in the demand credit agreement). 3.3 2.5 8.2 Tenant Improvement Loan During the fourth quarter of 2021, the Company entered into a lease for a combined office and warehouse in Omaha, Nebraska. The Company incurred total costs of approximately $ 0.4 50 0.2 0.1 0.2 0.1 ICS Promissory Note As discussed in Note 5, STS issued a $ 0.5 The promissory note will be repaid in monthly installments through November 2025 5% Contractual Principal Payments Contractual required principal payments on the Company’s long-term debt at March 31, 2024, are as follows (in thousands): Schedule of Contractual Principal Payments Remainder of 2024 $ 203 2025 253 2026 42 2027 7 Total $ 505 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | 11. Leases The following tables present the Company’s lease costs and other lease information (dollars in thousands): Schedule of Lease Costs and Other Lease Information March 31, 2024 March 31, 2023 Lease cost Three Months Ended March 31, 2024 March 31, 2023 Finance lease cost: Amortization of right-of-use assets $ 65 $ 29 Interest on lease liabilities 27 12 Operating lease cost 172 17 Short-term lease cost 17 17 Net lease cost $ 281 $ 75 March 31, 2024 March 31, 2023 Other information Three Months Ended March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 27 $ 12 Operating cash flows from operating leases $ 153 $ 19 Financing cash flows from finance leases $ 61 $ 23 As of March 31, 2024 Weighted-average remaining lease term - finance leases (years) 2.1 Weighted-average remaining lease term - operating leases (years) 13.2 Weighted-average discount rate - finance leases 9.2 % Weighted-average discount rate - operating leases 5.1 % The following table presents a maturity analysis of the Company’s operating and finance lease liabilities as of March 31, 2024 (in thousands): Schedule of Operating and Finance Lease Liabilities Operating Leases Finance Leases Remainder of 2024 $ 462 $ 263 2025 546 600 2026 496 468 2027 429 - 2028 419 - Thereafter 4,244 - Total lease payments 6,596 $ 1,331 Less: Amount representing interest (1,832 ) (169 ) Present value of lease payments 4,764 1,162 Less: Current maturities (403 ) (258 ) Lease obligations, net of current portion $ 4,361 $ 904 |
Income and Other Taxes
Income and Other Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income and Other Taxes | 12. Income and Other Taxes In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. A cumulative loss in a particular tax jurisdiction in recent years is a significant piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence, including recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance should be recorded against all of the Company’s U.S. tax jurisdiction deferred tax assets as of March 31, 2024 and December 31, 2023. Changes in tax laws may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted and made significant changes to Federal tax laws, including certain changes that were retroactive to the 2019 tax year. The effects of these changes relate to deferred tax assets and net operating losses; all of which are offset by valuation allowance. There were no material income tax consequences of this enacted legislation on the reporting period of these financial statements. The Company is subject to possible examinations not yet initiated for Federal purposes for the fiscal years 2020 through 2022. The Company is also subject to possible examinations for state and local purposes. In most cases, these examinations in the state and local jurisdictions remain open based on the particular jurisdiction’s statute of limitations. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 13. Stock Based Compensation The Company recognizes compensation expense for all stock-based payment awards based on estimated grant date fair values. Stock-based compensation expense included in selling and administrative expenses approximated $ 0.1 18,000 The Company’s 2023 Share Compensation Plan (the “Plan”) was approved by the Compensation Committee of the Board of Directors with the discretion to grant stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other stock-based awards and cash-based awards. Vesting terms vary with each grant and may be subject to vesting upon a “change in control” of the Company. As of December 31, 2023, approximately 0.6 Stock Options The Company did not grant any stock options during the three months ended March 31, 2024. The following table summarizes stock option activity for the three months ended March 31, 2024: Summary of Stock Option Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 156,000 $ 3.11 9.4 $ - Granted - Exercised - Forfeited (12,500 ) 3.11 Expired - Outstanding at March 31, 2024 143,500 $ 3.11 9.2 $ - Exercisable at March 31, 2024 - $ - - $ - The aggregate intrinsic value in the table above represents the total that would have been received by the option holders if all in-the-money options had been exercised and sold on the date indicated. As of March 31, 2024, 143,500 0.2 4.2 Restricted Stock Units The Company estimates the fair value of restricted stock awards based upon the closing price of the underlying common stock on the date of grant. The following table summarizes restricted stock unit activity for the three months ended March 31, 2024: Summary of Restricted Stock Units Activity Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 174,000 $ 3.52 Granted - Shares vested - Shares forfeited (25,000 ) 3.11 Non-vested at March 31, 2024 149,000 $ 3.58 As of March 31, 2024, the total unrecognized compensation cost related to non-vested restricted stock unit awards was approximately $ 0.3 1.8 |
Commitments, Contingencies and
Commitments, Contingencies and Concentrations | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Concentrations | 14. Commitments, Contingencies and Concentrations Litigation The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on the Company’s business or financial condition. Fundamental Global is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to Fundamental Global. In Fundamental Global’s experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. Fundamental Global has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits. Under the Fundamental Global Asset Purchase Agreement, the Company agreed to indemnify Fundamental Global for future losses, if any related to current product liability or personal injury claims arising out of products sold or distributed in the U.S. by the operations of the businesses being transferred to the Company in the Separation, in an aggregate amount not to exceed $ 250,000 0.3 0.1 0.2 On April 29, 2024, Ravenwood-Productions LLC (“Ravenwood”) and Kevin V. Duncan (“Duncan” and, together with Ravenwood, the “Plaintiffs”) filed a civil complaint (the “Complaint”) against the Company, certain affiliated entities, and certain current and former employees, officers and directors of the Company (collectively, the “Defendants”) in the United States District Court for the Central District of California. The Complaint claims seven causes of action, each claim against some, or all, of the Defendants. The Plaintiffs seek, among other forms of relief, compensatory damages and restitution. The Company, along with the other Defendants, deny the allegations in the Complaint, and intend to vigorously defend against the Complaint, which may include filing counterclaims. Based on information presently available to the Company and consultation with legal counsel, the Company believes the Complaint is without merit. As of the date hereof, the Company does not believe a loss related to the Complaint is probable, and no liability or reserve has been established for this matter, although the Company expects to incur legal fees and other costs related to our defense of these claims. Concentrations The Company’s top ten customers accounted for approximately 50 56 10 Financial instruments that potentially expose the Company to a concentration of credit risk principally consist of accounts receivable. The Company sells product to a large number of customers in many different geographic regions. To minimize credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions Related Party Transactions In connection with the IPO, the Company and Fundamental Global entered into a management services agreement that provides a framework for our ongoing relationship with Fundamental Global. Fundamental Global and its subsidiaries and we and our subsidiaries, provide each other certain services which include information technology, legal, finance and accounting, human resources, tax, treasury, and other services. Pursuant to the Management Services Agreement, the charges for these services are generally based on their actual cost basis. The Company manufactures its screens in an approximately 80,000 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 16. Subsequent Event On May 3, 2024, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with FG Acquisition Corp., a special purpose acquisition company (“FGAC”), Strong/MDI, FGAC Investors LLC, and CG Investments VII Inc., (together with FGAC Investors LLC, the “Sponsors”). FGAC’s currently issued and outstanding Class A restricted voting shares (the “Class A Restricted Voting Shares”) and share purchase warrants (the “Warrants”) are listed on the Toronto Stock Exchange (the “TSX”). In addition, FGAC has approximately 2.9 Pursuant to the Acquisition Agreement, FGAC intends to acquire, directly or indirectly, all of the outstanding shares in the capital of Strong/MDI (the “MDI Acquisition”). As a result of the MDI Acquisition, Strong/MDI will become a wholly-owned subsidiary of FGAC. The MDI Acquisition values Strong/MDI at a pre-money valuation of $ 30 In connection with the closing of the MDI Acquisition (the “Closing”), FGAC intends to rename itself Saltire Holdings, Ltd. (“Saltire”). It is a condition of Closing that the common shares of FGA (the “Common Shares”) be listed and the Warrants continue to be listed on the TSX. On Closing, FGAC will satisfy the Purchase Price (as defined in the Acquisition Agreement) with: (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the “Cash Consideration”), (ii) the issuance to the Company of preferred shares (“Preferred Shares”) with an initial preferred share redemption amount of $9.0 million, and (iii) the issuance to the Company of that number of Common Shares equal to (a) the MDI Equity Value minus (x) the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00. The Closing is conditional on, among other things, there being no legal impediments to Closing and all required authorizations, consents and approvals necessary to effect Closing having occurred, or being filed or obtained, as applicable, the Common Shares being conditionally listed for trading on a stock exchange, the approval of the MDI Acquisition by the holders of Class A Restricted Voting Shares at a meeting of shareholders to be held in connection with the MDI Acquisition, receipts having been obtained for both the preliminary and final prospectus and other usual and customary conditions for transactions of this nature. The obligations of the Company at Closing are also conditional on, among other usual and customary conditions for transactions of this nature, (a) the truth and accuracy of FGAC’s representations and warranties, (b) the compliance and/ or performance by FGAC of its covenants under the Acquisition Agreement, and (c) there having been no material adverse change with respect to FGAC. The Closing is also conditional on, among other usual and customary conditions for transactions of this nature, the following conditions of Closing in favour of FGAC: (a) the truth and accuracy of the Company and Strong/MDI’s representations and warranties, (b) the compliance and/or performance by the Company and MDI of their covenants under the Acquisition Agreement, (c) the completion of all required third party authorizations, consents and approvals, and (d) there having been no material adverse change with respect to Strong/MDI or its business and there being no events, facts or circumstances that shall have occurred which would result or which could reasonably be expected to result, individually or in the aggregate, in a material adverse change with respect to Strong/MDI or its business. It is anticipated that, upon completion of the MDI Acquisition, on a non-diluted basis and assuming completion of a $ 10 338,560 29.6% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements are presented in accordance with the requirements of interim financial data and consequently do not include all of the disclosures normally required by GAAP for annual reporting purposes, such as those made in the Company’s audited financial statements Company’s Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of trends or results expected for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2023, was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. In May 2023, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation (see below for additional information) are now also referred to as “condensed consolidated financial statements.” In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over (historical cost) basis. The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars. For Periods Prior to the Separation Prior to the Separation, the Company’s financial statements were derived from the condensed consolidated financial statements and accounting records of Fundamental Global as if Strong Global Entertainment had operated on a stand-alone basis during the periods presented and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. Historically, Strong Global Entertainment was reported as an operating segment within Fundamental Global’ reportable segments and did not operate as a stand-alone company. Accordingly, Fundamental Global historically reported the financial position and the related results of operations, cash flows and changes in equity of Strong Global Entertainment as a component of Fundamental Global’s condensed consolidated financial statements. Prior to the Separation, the historical results of operations included allocations of Fundamental Global’s costs and expenses including Fundamental Global’s corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. For periods prior to the Separation, the operating results of Strong Global Entertainment have historically been disclosed as a reportable segment within the condensed consolidated financial statements of Fundamental Global enabling identification of directly attributable transactional information, functional departments and headcount. The combined balance sheets were primarily derived by reference to one, or a combination, of Strong Global Entertainment transaction-level information, functional department or headcount. Revenue and Cost of revenue were derived from transactional information specific to Strong Global Entertainment products and services. Directly attributable operating expenses were derived from activities relating to Strong Global Entertainment functional departments and headcount. Certain additional costs, including compensation costs for corporate employees, have been allocated from Fundamental Global. The allocated costs for corporate functions included, but were not limited to, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing activities, shared facilities and other shared services, which are not provided at the Strong Global Entertainment level. These costs were allocated on a basis of revenue, headcount or other measures Strong Global Entertainment has determined as reasonable. Strong Global Entertainment employees also historically participated in Fundamental Global’s stock-based incentive plans, in the form of restricted stock units (“RSUs”) and stock options issued pursuant to Fundamental Global’s employee stock plan. Stock-based compensation expense has been directly reported by Strong Global Entertainment based on the awards and terms previously granted to Fundamental Global’s employees. Allocations for management costs and corporate support services provided to Strong Global Entertainment prior to the Separation totaled $ 0.2 The operations of the Company are included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by Fundamental Global, where applicable. Income tax expense and other income tax related information contained in the financial statements prior to the Separation are presented on a separate return basis as if Strong Global Entertainment had filed its own tax returns. |
Use of Management Estimates | Use of Management Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods. The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations. Our results of operations in future periods may continue to be adversely impacted by inflationary pressures and global supply chain issues, and other negative effects on global economic conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents All short-term, highly liquid financial instruments are classified as cash equivalents in the condensed consolidated balance sheets and statements of cash flows. Generally, these instruments have maturities of three months or less from date of purchase. As of March 31, 2024, $ 0.9 5.1 |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and provision for expected credit losses to be adjusted accordingly. The accounts receivable balances on the condensed consolidated balance sheets are net of an allowance for expected credit losses of $ 0.2 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. The Company uses an estimate of its annual effective rate at each interim period based on the facts and circumstances at the time while the actual effective rate is calculated at year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred 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 enactment date. In assessing whether the deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the condensed consolidated statements of operations as income tax expense. |
Stock Compensation Plans | Stock Compensation Plans Prior to the Separation, the Company’s employees participated in Fundamental Global’s stock-based compensation plans. Stock-based compensation expense has been allocated to the Company based on the awards and terms previously granted to Fundamental Global’s employees. The Company measures stock-based compensation at the grant date based on the fair value of the award. The fair value of stock options is estimated using the Black-Scholes option pricing model. Estimated compensation cost relating to RSUs is based on the closing fair market value of Fundamental Global’s common stock on the date of grant. The Company recognizes compensation expense for all stock-based payment awards based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the vesting period of the awards. The Company has historically issued shares upon exercise of stock options or vesting of restricted stock from new stock issuances. Management estimates the fair value of restricted stock awards based upon the closing market price of the underlying Common Shares on the date of grant. The fair value of stock options granted is calculated using the Black-Scholes option pricing model. No stock-based compensation cost was capitalized as a part of inventory in during the three months ended March 31, 2024 and March 31, 2023. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: ● Level 1 – inputs to the valuation techniques are quoted prices in active markets for identical assets or liabilities ● Level 2 – inputs to the valuation techniques are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly ● Level 3 – inputs to the valuation techniques are unobservable for the assets or liabilities The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of March 31, 2024 and December 31, 2023. Fair values measured on a recurring basis at March 31, 2024 (in thousands): Schedule of Fair Values Measured on Recurring Basis Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,111 $ - $ - $ 5,111 Total $ 5,111 $ - $ - $ 5,111 Fair values measured on a recurring basis at December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,470 $ - $ - $ 5,470 Total $ 5,470 $ - $ - $ 5,470 The Company’s short-term debt is recorded at historical cost. The carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, and short-term debt reported in the condensed consolidated balance sheets equal or approximate their fair values due to the short-term nature of these instruments. All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which include non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment) |
Leases | Leases The Company and its subsidiaries lease plant and office facilities and equipment under operating and finance leases expiring through 2038. See Note 15 for additional details related to the lease for the Company’s manufacturing facility in Quebec, Canada. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration. The Company elected to not apply the recognition requirements of Accounting Standards Codification Topic 842, “Leases,” to leases of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component. |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The new ASU will not impact amounts recorded in the Company’s financial statements but instead, will require more detailed disclosures in the footnotes to the financial statements. The Company plans to provide the updated disclosures required by the ASU in the periods in which they are effective |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Fair Values Measured on Recurring Basis | Fair values measured on a recurring basis at March 31, 2024 (in thousands): Schedule of Fair Values Measured on Recurring Basis Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,111 $ - $ - $ 5,111 Total $ 5,111 $ - $ - $ 5,111 Fair values measured on a recurring basis at December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 5,470 $ - $ - $ 5,470 Total $ 5,470 $ - $ - $ 5,470 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Included as Part of Discontinued Operations | The major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands): Schedule of Assets and Liabilities Included as Part of Discontinued Operations March 31, 2024 December 31, 2023 Accounts receivable, net $ - $ 27 Other current assets - 7 Film & TV programming rights - 906 Total assets of discontinued operations $ - $ 940 Accounts payable and accrued expenses $ 90 $ 1,321 Long-term debt, net of current portion 71 71 Total liabilities of discontinued operations $ 161 $ 1,392 |
Schedule of Net Loss From Discontinued Operations | The major line items constituting the net loss from discontinued operations are as follows (in thousands): Schedule of Net Loss From Discontinued Operations March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 March 31, 2023 Net revenues $ - $ - Cost of revenues 95 - Gross profit (95 ) - Selling and administrative expenses 95 192 Gain on disposal of assets - 1 Loss from operations (190 ) (191 ) Other expense (2 ) - Loss from discontinued operations (192 ) (191 ) Income tax expense - - Net loss from discontinued operations $ (192 ) $ (191 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables disaggregate the Company’s revenue by major source for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Disaggregation of Revenue Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Screen system sales $ 3,035 $ 2,958 Digital equipment sales 4,238 3,526 Extended warranty sales 58 51 Other product sales 691 669 Total product sales 8,022 7,204 Field maintenance and monitoring services 1,909 1,891 Installation services 936 802 Other service revenues 203 54 Total service revenues 3,048 2,747 Total $ 11,070 $ 9,951 Total revenue $ 11,070 $ 9,951 |
Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services | The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Point in time $ 9,473 $ 8,430 Over time 1,597 1,521 Total $ 11,070 $ 9,951 Total revenue $ 11,070 $ 9,951 |
Schedule of Revenue by Geographic Area | The following tables summarize the Company’s revenue by geographic area for the three months ended March 31, 2024 and 2023 (in thousands): Schedule of Revenue by Geographic Area Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 United States $ 9,629 $ 8,577 Canada 163 313 China 81 22 Mexico 18 - Latin America 159 256 Europe 656 396 Asia (excluding China) 88 153 Other 276 234 Total $ 11,070 $ 9,951 Total net revenues $ 11,070 $ 9,951 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Schedule of Earnings Per Share Basic and Diluted 2024 2023 Three Months Ended March 31, 2024 2023 Weighted average shares outstanding: Basic weighted average shares outstanding 7,877 6,000 Dilutive effect of stock options and certain non-vested restricted stock units 6 - Diluted weighted average shares outstanding 7,883 6,000 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): Schedule of Inventories March 31, 2024 December 31, 2023 Raw materials and components $ 1,975 $ 2,021 Work in process 387 443 Finished goods 2,084 1,615 Total Inventories $ 4,446 $ 4,079 |
Schedule of Inventory Reserve | Schedule of Inventory Reserve Inventory reserve balance at December 31, 2023 $ 384 Inventory write-offs during 2024 (4 ) Provision for inventory reserve during 2024 14 Inventory reserve balance at March 31, 2024 $ 394 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Other Current Assets March 31, 2024 December 31, 2023 Prepaid expenses $ 600 $ 451 Unbilled accounts receivable 578 552 Other 86 59 Total $ 1,264 $ 1,062 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Property, Plant and Equipment March 31, 2024 December 31, 2023 Buildings and improvements $ 432 $ 433 Machinery and other equipment 5,070 5,158 Office furniture and fixtures 805 830 Construction in progress 2 - Total properties, cost 6,309 6,421 Less: accumulated depreciation (4,821 ) (4,829 ) Property, plant and equipment, net $ 1,488 $ 1,592 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Accrued Expenses March 31, 2024 December 31, 2023 Employee-related $ 1,196 $ 1,425 Warranty obligation 367 475 Interest and taxes 654 546 Legal and professional fees 418 381 Other 340 285 Total $ 2,975 $ 3,112 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Debt and Long-Term Debt | Short-term debt and long-term debt consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of Short-Term Debt and Long-Term Debt March 31, 2024 December 31, 2023 Short-term debt: Strong/MDI revolving credit facility $ 2,453 $ 2,438 Insurance debt - 18 Total short-term debt $ 2,453 $ 2,456 Long-term debt: Tenant improvement loan $ 117 $ 126 ICS promissory note 388 445 Total long-term debt $ 505 $ 571 Less: current portion (271 ) (270 ) Long-term debt, net of current portion $ 234 $ 301 |
Schedule of Contractual Principal Payments | Contractual required principal payments on the Company’s long-term debt at March 31, 2024, are as follows (in thousands): Schedule of Contractual Principal Payments Remainder of 2024 $ 203 2025 253 2026 42 2027 7 Total $ 505 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Lease Costs and Other Lease Information | The following tables present the Company’s lease costs and other lease information (dollars in thousands): Schedule of Lease Costs and Other Lease Information March 31, 2024 March 31, 2023 Lease cost Three Months Ended March 31, 2024 March 31, 2023 Finance lease cost: Amortization of right-of-use assets $ 65 $ 29 Interest on lease liabilities 27 12 Operating lease cost 172 17 Short-term lease cost 17 17 Net lease cost $ 281 $ 75 March 31, 2024 March 31, 2023 Other information Three Months Ended March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 27 $ 12 Operating cash flows from operating leases $ 153 $ 19 Financing cash flows from finance leases $ 61 $ 23 As of March 31, 2024 Weighted-average remaining lease term - finance leases (years) 2.1 Weighted-average remaining lease term - operating leases (years) 13.2 Weighted-average discount rate - finance leases 9.2 % Weighted-average discount rate - operating leases 5.1 % |
Schedule of Operating and Finance Lease Liabilities | The following table presents a maturity analysis of the Company’s operating and finance lease liabilities as of March 31, 2024 (in thousands): Schedule of Operating and Finance Lease Liabilities Operating Leases Finance Leases Remainder of 2024 $ 462 $ 263 2025 546 600 2026 496 468 2027 429 - 2028 419 - Thereafter 4,244 - Total lease payments 6,596 $ 1,331 Less: Amount representing interest (1,832 ) (169 ) Present value of lease payments 4,764 1,162 Less: Current maturities (403 ) (258 ) Lease obligations, net of current portion $ 4,361 $ 904 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option | The Company did not grant any stock options during the three months ended March 31, 2024. The following table summarizes stock option activity for the three months ended March 31, 2024: Summary of Stock Option Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 156,000 $ 3.11 9.4 $ - Granted - Exercised - Forfeited (12,500 ) 3.11 Expired - Outstanding at March 31, 2024 143,500 $ 3.11 9.2 $ - Exercisable at March 31, 2024 - $ - - $ - |
Summary of Restricted Stock Units Activity | Summary of Restricted Stock Units Activity Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2023 174,000 $ 3.52 Granted - Shares vested - Shares forfeited (25,000 ) 3.11 Non-vested at March 31, 2024 149,000 $ 3.58 |
Schedule of Fair Values Measure
Schedule of Fair Values Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 5,111 | $ 5,470 |
Total | 5,111 | 5,470 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 5,111 | 5,470 |
Total | 5,111 | 5,470 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Total |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Management costs and corporate support services | $ 200 | ||
Accounts receivable, allowance for expected credit losses | $ 187 | $ 179 | |
CANADA | |||
Cash and cash equivalents | 900 | ||
Cash and cash equivalents | $ 5,100 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Included as Part of Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable, net | $ 27 | |
Other current assets | 7 | |
Film & TV programming rights | 906 | |
Total assets of discontinued operations | 940 | |
Accounts payable and accrued expenses | 90 | 1,321 |
Long-term debt, net of current portion | 71 | 71 |
Total liabilities of discontinued operations | $ 161 | $ 1,392 |
Schedule of Net Loss From Disco
Schedule of Net Loss From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net revenues | ||
Cost of revenues | 95 | |
Gross profit | (95) | |
Selling and administrative expenses | 95 | 192 |
Gain on disposal of assets | 1 | |
Loss from operations | (190) | (191) |
Other expense | (2) | |
Loss from discontinued operations | (192) | (191) |
Income tax expense | ||
Net loss from discontinued operations | $ (192) | $ (191) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Adjusted carrying value of assets and liabilities | $ 0 |
Stock Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sales price | 600 |
Purchase price | $ 600 |
Discontinued operation settlement, description | The first installment payment was due in February 2024, but the payment has not been received from the purchaser, and the Company is uncertain if the cash purchase price will ultimately be received. As a result, the Company has adjusted the carrying value of the net assets related to Strong Studios to $0. |
Adjusted carrying value of assets and liabilities | $ 0 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 11,070 | $ 9,951 |
Screen System Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,035 | 2,958 |
Digital Equipment Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,238 | 3,526 |
Extended Warranty Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 58 | 51 |
Other Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 691 | 669 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,022 | 7,204 |
Field Maintenance and Monitoring Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,909 | 1,891 |
Installation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 936 | 802 |
Service, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 203 | 54 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 3,048 | $ 2,747 |
Schedule of Disaggregation of_2
Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 11,070 | $ 9,951 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,473 | 8,430 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,597 | $ 1,521 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenues | $ 11,070 | $ 9,951 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 9,629 | 8,577 |
CANADA | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 163 | 313 |
CHINA | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 81 | 22 |
MEXICO | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 18 | |
Latin America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 159 | 256 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 656 | 396 |
Asia [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 88 | 153 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | $ 276 | $ 234 |
Revenue (Details Narrative)
Revenue (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unearned revenue | $ 0.4 |
Recognize revenue | 0.1 |
Immaterial 2024 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unearned revenue | $ 0.4 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted average shares outstanding: | ||
Basic weighted average shares outstanding | 7,877 | 6,000 |
Dilutive effect of stock options and certain non-vested restricted stock units | $ 6 | |
Diluted weighted average shares outstanding | 7,883 | 6,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 1,975 | $ 2,021 |
Work in process | 387 | 443 |
Finished goods | 2,084 | 1,615 |
Total Inventories | $ 4,446 | $ 4,079 |
Schedule of Inventory Reserve (
Schedule of Inventory Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventory reserve balance at December 31, 2023 | $ 384 | |
Inventory write-offs during 2024 | (4) | |
Provision for inventory reserve during 2024 | 14 | $ 14 |
Inventory reserve balance at March 31, 2024 | $ 394 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory, net of reserves | $ 0.4 | $ 0.4 |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 600 | $ 451 |
Unbilled accounts receivable | 578 | 552 |
Other | 86 | 59 |
Total | $ 1,264 | $ 1,062 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total properties, cost | $ 6,309 | $ 6,421 |
Less: accumulated depreciation | (4,821) | (4,829) |
Property, plant and equipment, net | 1,488 | 1,592 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total properties, cost | 432 | 433 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total properties, cost | 5,070 | 5,158 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total properties, cost | 805 | 830 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total properties, cost | $ 2 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Employee-related | $ 1,196 | $ 1,425 |
Warranty obligation | 367 | 475 |
Interest and taxes | 654 | 546 |
Legal and professional fees | 418 | 381 |
Other | 340 | 285 |
Total | $ 2,975 | $ 3,112 |
Schedule of Short-Term Debt and
Schedule of Short-Term Debt and Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total short-term debt | $ 2,453 | $ 2,456 |
Total long-term debt | 505 | 571 |
Less: current portion | (271) | (270) |
Long-term debt, net of current portion | 234 | 301 |
Tenant Improvement Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Total long-term debt | 117 | 126 |
Ics Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total long-term debt | 388 | 445 |
Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Total short-term debt | 2,453 | 2,438 |
Insurance Financing [Member] | ||
Short-Term Debt [Line Items] | ||
Total short-term debt | $ 18 |
Schedule of Contractual Princip
Schedule of Contractual Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 505 | $ 571 |
Contractual Principal Payments [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Remainder of 2024 | 203 | |
2025 | 253 | |
2026 | 42 | |
2027 | 7 | |
Total | $ 505 |
Debt (Details Narrative)
Debt (Details Narrative) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | ||||||
Jan. 19, 2024 CAD ($) | Jan. 31, 2023 CAD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2024 CAD ($) | May 31, 2023 CAD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Lease cost | $ 281 | $ 75 | $ 400 | |||||
Loan percentage | 50% | |||||||
Total costs to build out facility | $ 200 | $ 200 | ||||||
Loan amount | $ 100 | $ 100 | ||||||
Innovative Cinema Solutions LLC [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 500 | |||||||
Periodic payments, description | The promissory note will be repaid in monthly installments through November 2025 | |||||||
Interest rate | 5% | 5% | ||||||
Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Installment loan term | 5 years | |||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan interest rate | 1% | |||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | Prime Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan interest rate | 0.50% | |||||||
Revolving Credit Facility [Member] | Demand Credit Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Revolving line of credit | $ 6 | $ 5 | $ 2,500 | $ 3.3 | $ 3.4 | |||
Installment loan term | 20 years | |||||||
Debt installment payment | $ 3.1 | |||||||
Line of credit, description | (i) 80% of Receivable Value, which includes all North American accounts receivable of Strong/MDI and STS, and (ii) 50% of Inventory Value, but in no event may the amount in this clause (ii) exceed $1.5 million, minus (iii) all Priority Claims (as defined in the demand credit agreement). | |||||||
Variable interest rate | 8.20% |
Schedule of Lease Costs and Oth
Schedule of Lease Costs and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Leases | |||
Amortization of right-of-use assets | $ 65 | $ 29 | |
Interest on lease liabilities | 27 | 12 | |
Operating lease cost | 172 | 17 | |
Short-term lease cost | 17 | 17 | |
Net lease cost | 281 | 75 | $ 400 |
Operating cash flows from finance leases | 27 | 12 | |
Operating cash flows from operating leases | 153 | 19 | |
Financing cash flows from finance leases | $ 61 | $ 23 | |
Weighted-average remaining lease term - finance leases (years) | 2 years 1 month 6 days | ||
Weighted-average remaining lease term - operating leases (years) | 13 years 2 months 12 days | ||
Weighted-average discount rate - finance leases | 9.20% | ||
Weighted-average discount rate - operating leases | 5.10% |
Schedule of Operating and Finan
Schedule of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Operating leases Remainder of 2024 | $ 462 | |
Operating leases 2025 | 546 | |
Operating leases 2026 | 496 | |
Operating leases 2027 | 429 | |
Operating leases 2028 | 419 | |
Operating leases Thereafter | 4,244 | |
Operating leases,Total lease payments | 6,596 | |
Operating leases Less: Amount representing interest | (1,832) | |
Present value of lease payments | 4,764 | |
Operating leases Less: Current maturities | (403) | $ (397) |
Lease obligations, net of current portion | 4,361 | 4,460 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Finance leases Remainder of 2024 | 263 | |
Finance leases 2025 | 600 | |
Finance leases 2026 | 468 | |
Finance leases 2027 | ||
Finance leases 2028 | ||
Finance leases Thereafter | ||
Finance leases Total lease payments | 1,331 | |
Finance leases Less: Amount representing interest | (169) | |
Present value of lease payments | 1,162 | |
Finance leases Less: Current maturities | (258) | (253) |
Lease obligations, net of current portion | $ 904 | $ 971 |
Summary of Stock Option (Detail
Summary of Stock Option (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Options, Outstanding, Beginning Balance | 156,000 | |
Weighted average exercise price per share, Beginning Balance | $ 3.11 | |
Weighted average remaining contractual term (Years), Ending Balance | 9 years 2 months 12 days | 0 years |
Aggregate intrinsic value, Beginning Balance | ||
Granted | ||
Exercised | ||
Forfeited | (12,500) | |
Weighted average exercise price per share, forfeited | $ 3.11 | |
Expired | ||
Options, Outstanding, Ending Balance | 143,500 | 156,000 |
Weighted average exercise price per share, Ending Balance | $ 3.11 | $ 3.11 |
Aggregate intrinsic value, Ending Balance | ||
Exercisable, Outstanding Balance | ||
Weighted average exercise price per share Exercisable, Ending Balance | ||
Weighted average remaining contractual term (Years), Exercisable, Ending Balance | 0 years | |
Aggregate intrinsic value Exercisable, Ending Balance |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of restricted stock unit non vested, beginning balance | 174,000 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 3.52 |
Number of restricted stock units, granted | |
Number of restricted stock units, share vested | |
Number of restricted stock units, share forfeited | (25,000) |
Weighted average grant date fair value, share forfeited | $ / shares | $ 3.11 |
Number of restricted stock unit non vested, ending balance | 149,000 |
Weighted average grant date fair value, ending balance | $ / shares | $ 3.58 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Selling and administrative expense | $ 1,959,000 | $ 1,240,000 | |
Shares available for issuance | 600,000 | ||
Stock option non vested | 143,500 | ||
Unrecognized compensation cost | $ 200,000 | ||
Weighted average period | 4 years 2 months 12 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation cost | $ 300,000 | ||
Weighted average period | 1 year 9 months 18 days | ||
Selling, General and Administrative Expenses [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Selling and administrative expense | $ 100,000 | $ 18,000 |
Commitments, Contingencies an_2
Commitments, Contingencies and Concentrations (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Product Information [Line Items] | |
Legal fees | $ 250,000 |
Loss contingency accrual | 300,000 |
Loss contingency accrual payments | 100,000 |
Loss contingency estimate of potential losses | $ 200,000 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | 10 Customer [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 50% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | 10 Customer [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 56% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | 10 Customer [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 10% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 31, 2024 ft² |
Management Service Agreement [Member] | FG Holdings Quebec Inc [Member] | IPO [Member] | |
Related Party Transaction [Line Items] | |
Area of land | 80,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) $ in Millions | May 03, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Common Class B [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares issued | 100 | 100 | |
Common stock shares outstanding | 100 | 100 | |
Subsequent Event [Member] | CG Investments VII Inc [Member] | |||
Subsequent Event [Line Items] | |||
Private placement | $ 10 | ||
Private placement, shares issuance | 338,560 | ||
Private placement, shares issuance | 29.60% | ||
Subsequent Event [Member] | FG Acquisition Corp [Member] | |||
Subsequent Event [Line Items] | |||
Acquisition agreement, description | (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the “Cash Consideration”), (ii) the issuance to the Company of preferred shares (“Preferred Shares”) with an initial preferred share redemption amount of $9.0 million, and (iii) the issuance to the Company of that number of Common Shares equal to (a) the MDI Equity Value minus (x) the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00. | ||
Subsequent Event [Member] | FG Acquisition Corp [Member] | Common Class B [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares issued | 2,900,000 | ||
Common stock shares outstanding | 2,900,000 | ||
Subsequent Event [Member] | MDI Acquisition [Member] | |||
Subsequent Event [Line Items] | |||
Premoney valuation adjusted amount | $ 30 |