FG Communities Holdings Inc.
For the period ended Mar 31, 2025. Filed May 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-046011
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010388
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 60 current paragraphs.
31 unchanged; 14 reworded; 14 added; 25 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Fundamental Global Inc. (“FG”, “FGF”, the “Company”, “we”, or “us”) is a holding company incorporated in the state of Nevada. On December 9, 2022, FG completed its reincorporation from a Delaware corporation to a Nevada corporation. Our Common Stock and Series A Preferred are currently listed on Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “FGF” and “FGFPP,” respectively.
Current report
As a result of the reverse merger of FGF and FGH, the consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the consolidated financial statements represent the combined results of FGH and FGF. As a result, the three months ended March 31, 2024 presents three months of activity related to the FGH operations and one month of activity related to the FGF operations. Accordingly, the results of the current period and the prior period may not be directly comparable. In addition, Strong Studios, Strong/MDI and our reinsurance business are presented as discontinued operations in the accompanying consolidated financial statements.
Current report
We sold Strong Studios and Strong/MDI during 2024 and intend to sell our reinsurance operations in 2025. The results of those business units are presented as Discontinued Operations in the accompanying consolidated financial statements. Management’s discussion and analysis of financial condition and results of operations that follows reflects the continuing operations of the Company.
Current report
We are closely monitoring U.S. trade policy developments with countries from which we and our customers source product and equipment. There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries. Additionally, certain of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. Our results of operations in future periods may be adversely impacted if we were unable to navigate the foreign regulatory environment.
Current report
Because of the reverse merger transaction, the first quarter of 2024 includes one month of revenue, expenses and cash flows from FGF whereas the first quarter of 2025 reflects three full months of consolidated operating activities. Accordingly, comparisons between periods may not be comparable.
Current report
Total revenue during the three months ended March 31, 2025 decreased $4.1 million from the prior year as a result of a decrease in product sale revenues in our managed services business combined with higher non-cash equity method adjustments the current quarter.
Current report
Revenue from products and services, which primarily includes our managed services segment, decreased $1.1 million or 13.6% to $6.8 million during the three months ended March 31, 2025 from $7.9 million during the three months ended March 31, 2024. The decrease in revenue during the first quarter of 2025 was primarily related to lower product sales as we saw cinema customers delay projects partly due to a softer first quarter release schedule and box office, combined with a reaction to the overall macroeconomic uncertainties in early 2025. We saw order volumes and revenues trend upward as the quarter progressed and expect those trends to continue looking to the remainder of the year, however, we are monitoring the economic environment and customer order trends closely as the year progresses.
Current report
Losses on our equity holdings were higher during the first quarter of 2025 as compared to the prior year primarily as a result of declines in the market value of the common stock of Saltire and GreenFirst Forest Products. Our results of equity holdings are impacted by many factors including market volatility, which can be amplified in any given short term measurement period. The market value of Saltire, for example, recovered significantly following the quarterly reporting period.
Current report
The decrease in total expenses during the first quarter of 2025 compared to the prior year is comprised of a $0.8 million reduction in costs of products sold as a result of lower revenue in the current year and a $1.5 million non-cash impairment related to the sale of the Digital Ignition building recognized in the prior year.
Current report
If FGF and FGH were presented on a combined basis for the first quarter of 2025 and 2024, total general and administrative expenses would have been $5.3 million in 2024 as compared with $3.3 million in 2025, decreasing due to the merger and cost reduction initiatives.
Current report
While significant cost reductions have been achieved as a result of the mergers and restructuring activities, management believes that general and administrative costs continue to be too high for the current scale of the company, particularly the compliance, legal, tax, audit and other costs of operating as a small public company. We are evaluating additional actions to further simplify our organization, reduce our general and administrative burden, and increase long term value creation.
Current report
Loss from operations increased $2.0 million or 29.9% to $8.8 million for the three months ended March 31, 2025 from $6.8 million during the three months ended March 31, 2024. The increase in the loss from operations was primarily due to lower gross profit from STS and higher non-cash losses on equity holdings, partially offset by the $1.5 million non-cash impairment related to the sale of the Digital Ignition building recognized in the prior year.
Current report
Net loss from continuing operations increased $3.8 million to $8.9 million for the three months ended March 31, 2025 from $5.1 million during the three months ended March 31, 2024. The increase in net loss from continuing operations was due to the increase in loss from operations in the first quarter of 2025 as well as a $1.8 million gain related to the FGF merger transaction that closed in the first quarter of 2024. Excluding the prior year gain, net loss from continuing operations increased $1.9 million with three months of FGF expenses in the current period as compared with one month in the prior year period due to timing of the reverse merger.
Current report
For the three months ended March 31, 2025, net cash used in operating activities from continuing operations was approximately $2.2 million, compared to $1.2 million for the three months ended March 31, 2024. Cash from operations decreased primarily due to lower operating earnings in our managed services division and increased working capital.
Removed paragraphs (25)
Previous report
Fundamental Global Inc. (“Fundamental Global”, the “Company”, “we”, or “us”), formerly known as FG Financial Group, Inc. (“FGF”), is engaged in reinsurance, asset management/merchant banking, and managed services. The Company’s principal business operations are conducted through its subsidiaries and affiliates.
Previous report
Revenue increased $6.4 million or 155.8% to $10.5 million for the three months ended September 30, 2024 from $4.1 million for the three months ended September 30, 2023.
Previous report
The primary driver of revenue growth was the addition of $4.3 million of reinsurance premium revenue resulting from the Merger in February 2024 and a $2.2 million increase in revenue from STS. The growth in revenue from STS was due to the acquisition of the net assets of Innovative Cinema Solutions, LLC (“ICS”) in late 2023 combined with increased demand from cinema operators for installation services.
Previous report
Loss from operations increased $1.0 million to $5.1 million for the three months ended September 30, 2024 from $4.0 million during the third quarter of 2023. Higher general and administrative costs due to the addition of FGF, which is not included in the prior period comparisons, were partially offset by improved gross profit contribution from STS.
Previous report
Net loss from continuing operations increased to $5.2 million for the three months ended September 30, 2024 from $3.9 million during the third quarter of 2023. Improvements in gross profit from Strong Entertainment were partially offset by increased general and administrative costs related to both operating Strong Entertainment as a separate public company and the addition of FGF, which is not included in the prior period comparisons.
Previous report
Nine Months Ended September 30, 2024 Compared with Nine Months Ended September 30, 2023
Previous report
Revenue
Previous report
Revenue increased $13.0 million or 123.4% to $23.6 million for the nine months ended September 30, 2024 from $10.6 million for the nine months ended September 30, 2023.
Previous report
The primary driver of revenue growth was the addition of $8.8 million of reinsurance premium revenue resulting from the Merger in February 2024 and a $4.7 million increase in revenue from STS, partially offset by a $0.2 million increase in holdings losses compared with the prior year period. The growth in revenue from STS was due to the acquisition of the net assets of ICS in late 2023 and increased demand from cinema operators for installation services. Holdings income was unfavorable as the Company’s non-cash equity method losses were higher in the current year period. The nine months ended September 30, 2024 includes seven months of reinsurance and holdings operating results from the acquired FGF business lines.
Previous report
Expenses
Previous report
Total expenses increased $15.8 million or 61.7% to $41.3 million for the nine months ended September 30, 2024 from $25.5 million for the nine months ended September 30, 2023. Expenses are comprised of cost of sales related to STS operating business, costs of the reinsurance and asset management business and selling, general and administrative expenses.
Previous report
The increase in total expenses was primarily due to the addition of the FGF business operations the Merger in February 2024 which added $11.0 million in reinsurance expenses and general and administrative expenses in the nine-month period. In addition, the Company’s costs of revenue and selling, general and administrative expenses increased with growth at STS and as a result of operating Strong Entertainment as a separate public company. The Company also recognized a $1.4 million non-cash impairment related to the sale of the Digital Ignition building.
Previous report
Loss from Operations
Previous report
Loss from operations increased $2.7 million or 18.3% to $17.7 million for the nine months ended September 30, 2024 from $15.0 million during the first quarter of 2023. Improved gross profit contributions from STS were offset by increased general and administrative costs related to both operating Strong Entertainment as a separate public company and the addition of FGF, which is not included in the prior period comparisons, as well as a non-cash impairment loss of $1.4 million related to the sale of Digital Ignition.
Previous report
Net Loss from Continuing Operations
Previous report
Net loss from continuing operations increased $1.2 million or 8.3% for the nine months ended September 30, 2024 from $14.9 million during the first nine months of 2023. Improved gross profit contributions from STS and a $1.8 million gain related to the FGF merger transaction were offset by increased general and administrative costs related to both operating Strong Entertainment as a separate public company and the addition of FGF which is not included in the prior period comparisons as well as a non-cash impairment loss of $1.4 million related to the sale of Digital Ignition.
Previous report
Upon adoption of ASU 2016-13, as amended, Financial Instruments – Credit Losses, the Company calculated an allowance for expected credit losses for its reinsurance balances receivable by applying a Probability of Default / Loss Given Default model. The model considers both the external collectability history as well as external loss history. The external loss history that the Company used included a long-term probability of liquidation study specific to insurance companies. Additionally, the life of each of the Company’s reinsurance treaties was also considered as the probability of default was calculated over the contractual length of the reinsurance contracts. The credit worthiness of a counterparty is evaluated by considering the credit ratings assigned by independent agencies and individually evaluating all the counterparties.
Previous report
Premium Revenue Recognition
Previous report
The Company participates in reinsurance quota-share contracts and estimates the ultimate premiums for the contract period. These estimates are based on information received from the ceding companies, whereby premiums are recorded as written in the same periods in which the underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly and in arrears, and thus, for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums relating to the risks underwritten during the lag period. Premium estimates are reviewed by management periodically. Such review includes a comparison of actual reported premiums to expected ultimate premiums. Based on management’s review, the appropriateness of the premium estimates is evaluated, and any adjustments to these estimates are recorded in the period in which they are determined. Changes in premium estimates, including premiums receivable, are not unusual and may result in significant adjustments in any period. A significant portion of amounts included in the caption “Reinsurance balances receivable” in the Company’s consolidated balance sheets represent estimated premiums written, net of commissions, brokerage, and loss and loss adjustment expense, and are not currently due based on the terms of the underlying contracts. Premiums written are generally recognized as earned over the contract period in proportion to the risk covered. Additional premiums due on a contract that has no remaining coverage period are earned in full when written. Unearned premiums represent the unexpired portion of reinsurance provided.
Previous report
Deferred Policy Acquisition Costs
Previous report
Policy acquisition costs are costs that vary with, and are directly related to, the successful production of new and renewal reinsurance business, and consist principally of commissions, taxes, and brokerage expenses. If the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected income on holdings, a premium deficiency is determined to exist. In this event, deferred acquisition costs are written off to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, then a liability is accrued for the excess deficiency. There were no premium deficiency adjustments recognized during the periods presented herein.
Previous report
Loss and Loss Adjustment Expense Reserves
Previous report
Loss and loss adjustment expense reserve estimates are based on estimates derived from reports received from ceding companies. These estimates are periodically reviewed by the Company’s management and adjusted as necessary. Since reserves are estimates, the final settlement of losses may vary from the reserves established and any adjustments to the estimates, which may be material, are recorded in the period they are determined.
Previous report
Loss estimates may also be based upon actuarial and statistical projections, an assessment of currently available data, predictions of future developments, estimates of future trends and other factors. Significant assumptions used by the Company’s management and third-party actuarial specialists include loss development factor selections, initial expected loss ratio selections, and weighting of methods used. The final settlement of losses may vary, perhaps materially, from the reserves recorded. All adjustments to the estimates are recorded in the period in which they are determined. GAAP does not permit establishing loss reserves, which include case reserves and incurred but not reported loss reserves, until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established, with no allowance for the establishment of loss reserves to account for expected future loss events. Generally, the Company obtains regular updates of premium and loss related information for the current and historical periods, which are utilized to update the initial expected loss ratio. We also experience lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Cedent reports have pre-determined due dates (for example, thirty days after each month end). As a result, the lag depends in part upon the terms of the specific contract. The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the cedent has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most of the contracts that have the potential for large single event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event.
Previous report
For the nine months ended September 30, 2024, net cash used in operating activities from continuing operations was approximately $3.1 million, compared to $1.6 for the nine months ended September 30, 2023. Cash from operations decreased due to a net cash outflow for working capital, including an increase in net outflows related to our insurance business, which were partially offset by an improvement in Strong Global Entertainment’s results from operations.
Reworded paragraphs (14)
Previous wording
Management cautions that the forward-looking statements in this Quarterly Report on Form 10-Q are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: failure to realize cost savings, efficiencies and other expected benefits from recent acquisition and sale transactions and the anticipated Arrangement; general conditions in the global economy; our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our investment and investment management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); potential loss of value of holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated with our related party transactions and holdings; and risks associated with our holdings in SPAC’s, including the failure of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.
Current wording
Management cautions that the forward-looking statements in this Annual Report on Form 10-K are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, general conditions in the global economy; risks associated with operating in the merchant banking and managed services industries, including inadequately priced insured risks and credit risk; risks of being unable to close the sale of our reinsurance business in a reasonable time period or at all; risks of not being able to execute on our asset management strategy and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.
Previous wording
On February 29, 2024, FGF and FG Group Holdings, Inc. (“FGH”), closed the plan of merger to combine the companies in an all-stock transaction (the “Merger”). In connection with the Merger, FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental Global, and the common stock and Series A cumulative preferred stock of the combined company continue to trade on the Nasdaq under the tickers “FGF” and “FGFPP,” respectively.
Current wording
On February 29, 2024, FGF and FG Group Holdings, Inc. (“FGH”) closed a plan of merger to combine the companies in an all-stock transaction (the “Merger”). In connection with the Merger, FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental Global Inc., and the common stock and Series A cumulative preferred stock of the combined company continued to trade on the Nasdaq under the tickers “FGF” and “FGFPP,” respectively.
Previous wording
On May 3, 2024, Strong Global Entertainment, Inc. (“Strong Global Entertainment”) entered into an acquisition agreement (the “Acquisition Agreement”) with FG Acquisition Corp., a special purpose acquisition company (“FGAC”), Strong/MDI Screen Systems, Inc. (“Strong/MDI”), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed on September 25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd (“Saltire”), and Saltire acquired all of the outstanding shares of one of our wholly-owned subsidiaries, Strong/MDI. As a result of the acquisition, Strong/MDI became a wholly-owned subsidiary of Saltire. See Note 4 for additional details.
Current wording
On May 3, 2024, Strong Global Entertainment, Inc. (“Strong Global Entertainment” or “SGE”) entered into an acquisition agreement (the “Acquisition Agreement”) with FG Acquisition Corp. (“FGAC”), a special purpose acquisition company (“SPAC”), Strong/MDI Screen Systems, Inc. (“Strong/MDI”), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed on September 25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd (“Saltire”), and Saltire acquired all of the outstanding shares of one of the Company’s indirect wholly-owned subsidiaries, Strong/MDI. As a result of the acquisition, Strong/MDI became a wholly-owned subsidiary of Saltire.
Previous wording
On May 30, 2024, we and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common shares, entered into a definitive arrangement agreement and plan of arrangement (the “Arrangement”) to combine the companies in an all-stock transaction. Upon completion of the arrangement, the stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, Strong Global Entertainment ceased to exist, and its Class A Voting Common Shares without par value were delisted from NYSE American LLC and deregistered under the Exchange Act.
Current wording
On May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction (the “Arrangement”). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC (“NYSE American”) and deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). As the Company was the majority shareholder of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”).
Previous wording
As a result of the reverse merger of FGF and FGH, the condensed consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the condensed consolidated financial statements represent the combined results of FGH and FGF. In addition, Strong Studios, Inc. and Strong/MDI, Inc are presented as discounted operations in the accompanying condensed consolidated financial statements.
Current wording
As a result of the reverse merger of FGF and FGH, the condensed consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the condensed consolidated financial statements represent the combined results of FGH and FGF. In addition, Strong Studios, Inc., the reinsurance business, and Strong/MDI are presented as discounted operations in the accompanying condensed consolidated financial statements.
Previous wording
Total expenses increased $7.4 million or 91.1% to $15.5 million for the three months ended September 30, 2024 from $8.1 million for the three months ended September 30, 2023. Expenses are comprised of cost of sales related to the Strong Entertainment operating business, costs of the reinsurance and asset management business and selling, general and administrative expenses.
Current wording
Total expenses decreased $2.1 million or 18.2% to $9.2 million for the three months ended March 31, 2025 from $11.3 million for the three months ended March 31, 2024. Expenses are comprised of cost of sales related to managed services, costs of the asset management business and selling, general and administrative expenses.
Previous wording
The increase in total expenses was primarily due to the addition of the FGF business operations following the merger in February 2024 which added $6.0 million in reinsurance expenses and general and administrative expenses in the third quarter. In addition, the Company’s costs of revenue increased commensurate with the revenue growth at STS.
Current wording
The increase in total expenses was primarily due to the addition of the FGF business operations as a result of the Merger in February 2024, which are not reflected in the prior year results and which added approximately $3.0 million in general and administrative expenses during 2025.
Previous wording
Other holdings consist, in part, of equity holdings made in privately held companies accounted for under the equity method. As discussed further in Note 5, certain holdings held by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying holding. Our investees estimate the volatility of these holdings based on the historical performance of various broad market indices blended with various peer companies which they consider as having similar characteristics to the underlying holding, as well as consideration of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of a successful merger when valuing equity for SPACs that have not yet completed a business combination.
Current wording
Other holdings consist, in part, of equity holdings made in privately held companies accounted for under the equity method. As discussed further in Note 5 to the accompanying condensed consolidated financial statements, certain holdings held by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying holding. Our investees estimate the volatility of these holdings based on the historical performance of various broad market indices blended with various peer companies which they consider as having similar characteristics to the underlying holding, as well as consideration of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of a successful merger when valuing equity for SPACs that have not yet completed a business combination.
Previous wording
The Company uses the fair-value method of accounting for stock-based compensation awards granted. The Company has determined the fair value of its outstanding stock options on their grant date using the Black-Scholes option pricing model along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions. The Company determines the fair value of restricted stock units (“RSUs”) on their grant date using the fair value of the Company’s common stock on the date the RSUs were issued (for those RSU which vest solely based upon the passage of time). The fair value of these awards is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest, with a corresponding increase to additional paid-in capital. When the stock options are exercised, or correspondingly, when the RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders’ equity.
Current wording
The Company uses the fair-value method of accounting for stock-based compensation awards granted. The Company has determined the fair value of its outstanding stock options on their grant date using the Black-Scholes option pricing model along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions. The Company determines the fair value of restricted stock units (“RSUs”) on their grant date using the fair value of the Company’s common stock on the date the RSUs were issued (for those RSUs which vest solely based upon the passage of time). The fair value of these awards is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest, with a corresponding increase to additional paid-in capital. When the stock options are exercised, or correspondingly, when the RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders’ equity.
Previous wording
See Note 2, Summary of Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
Current wording
See Note 2, Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
Previous wording
The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations, proceeds from the sales of our common stock and credit facilities.
Current wording
The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations, proceeds from the sales of our equity holdings and credit facilities.
Previous wording
The following table summarizes the Company’s consolidated cash flows for the nine months ended September 30, 2024 and 2023 (in thousands).
Current wording
The following table summarizes the Company’s consolidated cash flows for the three months ended March 31, 2025 and 2024 (in thousands).
Previous wording
For the nine months ended September 30, 2024, net cash provided by investing activities from continuing operations was approximately $10.4 million, compared to $0.1 million for the nine months ended September 30, 2023. Cash provided by investing activities during the nine months ended September 30, 2024 included $1.9 million of an increase in cash as a result of the Merger of FGF and FGH, $2.3 million of proceeds from the sale of equity securities and $6.1 million from the sale of the Digital Ignition building. Investing cash flows during each of the nine months ended September 30, 2024 and 2023 included approximately $0.1 million of capital expenditures in the managed services business.
Current wording
For the three months ended March 31, 2025, net cash provided by investing activities from continuing operations was approximately $1.5 million, compared to $2.2 million for the three months ended March 31, 2024. Cash provided by investing activities during the three months ended March 31, 2025 primarily included $1.5 million of a net inflow from the sale of equity holdings. Cash provided by investing activities during the three months ended March 31, 2024 included $1.9 million of an increase in cash as a result of the Merger of FGF and FGH and $0.4 million of proceeds from the sale of equity holdings.
Previous wording
For the nine months ended September 30, 2024, net cash used in financing activities from continuing operations was approximately $6.9 million, compared to cash provided by financing activities of $1.6 million for the nine months ended September 30, 2023. Cash used in financing activities during the nine months ended September 30, 2024 included $5.5 million of principal payments on debt and finances leases and $1.3 million of payments of dividends on our Series A Preferred Shares. Cash by financing activities during the nine months ended September 30, 2023 included $2.4 million of net proceeds from the IPO of Strong Global Entertainment, partially offset by $0.7 million of principal payments on debt and finances leases.
Current wording
For each of the three months ended March 31, 2025 and March 31, 2024, net cash used in financing activities from continuing operations was approximately $0.7 million. Cash used in financing activities during each of the three months ended March 31, 2025 and March 31, 2024 included $0.3 million of principal payments on debt and finance leases and $0.4 million of payments of dividends on our Series A Preferred Shares.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.