Discontinued Operations | 3. Discontinued Operations Strong/MDI 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 Management evaluated the classification of Strong/MDI as a discontinued operation as of June 30, 2024 and determined Strong/MDI is a component of an entity and represented a discontinued operation. Accordingly, Strong/MDI has been included as part of discontinued operations for all periods presented. 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. 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 Strong Studios 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. Accordingly, the content business has been included as part of discontinued operations for all periods presented. 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 management 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 Safehaven 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 June 30, 2024 December 31, 2023 Strong/MDI Strong Studios Total Strong/MDI Strong Studios Total Cash $ 484 $ - $ 484 $ 649 $ - $ 649 Accounts receivable, net 2,919 - 2,919 2,948 27 2,975 Inventories 2,460 - 2,460 2,598 - 2,598 Other current assets 640 - 640 743 7 750 Property, plant and equipment, net 987 - 987 1,105 - 1,105 Operating lease right-of-use assets 4,334 - 4,334 4,443 - 4,443 Goodwill and intangible assets 906 - 906 903 - 903 Film & TV programming rights - - - - 906 906 Total assets of discontinued operations $ 12,730 $ - $ 12,730 $ 13,389 $ 940 $ 14,329 Accounts payable and accrued expenses $ 1,836 $ - $ 1,836 $ 2,376 $ 1,321 $ 3,697 Deferred revenue and customer deposits 304 - 304 469 - 469 Short-term debt 2,895 - 2,895 2,438 - 2,438 Long-term debt - - - - 71 71 Operating lease obligations 4,361 - 4,361 4,458 - 4,458 Deferred income tax liabilities, net 107 - 107 125 - 125 Total liabilities of discontinued operations $ 9,503 $ - $ 9,503 $ 9,866 $ 1,392 $ 11,258 The major line items constituting the net loss from discontinued operations are as follows (in thousands): Schedule of Net Loss From Discontinued Operations Strong/MDI Strong Studios Total Strong/MDI Strong Studios Total Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Strong/MDI Strong Studios Total Strong/MDI Strong Studios Total Net revenues $ 3,940 $ - $ 3,940 $ 4,617 $ 6,379 $ 10,996 Cost of revenues 2,358 110 2,468 2,763 1,985 4,748 Gross profit 1,582 (110 ) 1,472 1,854 4,394 6,248 Selling and administrative expenses 1,145 204 1,349 899 3,600 4,499 Income (loss) from operations 437 (314 ) 123 955 794 1,749 Other expense 62 - 62 (487 ) - (487 ) Income (loss) from discontinued operations before taxes 499 (314 ) 185 468 794 1,262 Income tax expense (35 ) - (35 ) (369 ) - (369 ) Net income (loss) from discontinued operations $ 464 $ (314 ) $ 150 $ 99 $ 794 $ 893 Strong/MDI Strong Studios Total Strong/MDI Strong Studios Total Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Strong/MDI Strong Studios Total Strong/MDI Strong Studios Total Net revenues $ 7,327 $ - $ 7,327 $ 8,051 $ 6,379 $ 14,430 Cost of revenues 4,394 205 4,599 4,895 1,985 6,880 Gross profit 2,933 (205 ) 2,728 3,156 4,394 7,550 Selling and administrative expenses 1,783 131 1,914 1,595 3,792 5,387 Loss (gain) on disposal of assets 2 - 2 - (1 ) (1 ) Income (loss) from operations 1,148 (336 ) 812 1,561 603 2,164 Other income (expense) 141 - 141 (407 ) - (407 ) Income (loss) from discontinued operations before taxes 1,289 (336 ) 953 1,154 603 1,757 Income tax expense (168 ) - (168 ) (63 ) - (63 ) Net income (loss) from discontinued operations $ 1,121 $ (336 ) $ 785 $ 1,091 $ 603 $ 1,694 |