This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.
spk02: Good morning and welcome to the FG Group Holdings earnings conference call for the third quarter of 2023. At this time, all participants are on a listen-only mode and a question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note, this conference is being recorded. I will now turn the conference over to your host, John Nesbitt of IMS Investor Relations. John, you may begin.
spk05: Thank you. Good morning and welcome to FG Group Holdings Earnings Conference call for the quarter-ended September 30th, 2023. On the call today are Mark Robertson, Chief Executive Officer, Todd Major, Chief Financial Officer, and Kyle Sermonara, Chairman of the Board of Directors. Before we begin, I would like to remind everyone that some statements made on this call will be forward-looking in nature. These statements are based on management's current view and expectations as of today, and the company is under no obligation and expressly disclaims any obligation to update forward-looking statements except as required by law. These statements are also subject to risk and uncertainties, and may cause actual results to differ materially from those described in today's call. Risk and uncertainties are also described in the company's SEC filings. Today's presentation and discussion also contains references to non-GAAP financial measures. The definition of non-GAAP terms and reconciliations to GAAP measures are available in the earnings release posted on the Invest Relations section of the website. Our non-GAAP measures may not be comparable to those used by other companies And we encourage you to review and understand all of our financial reporting before making any investment decisions. I'd also like to remind everyone that there is a slide presentation accompanying today's presentation on the company's website. So at this time, I'll turn the call over to Mark Robertson. Please go ahead, Mark.
spk07: Thanks, John. Good morning, and thank you all for joining us today. And happy Veterans Day to those of you who served. We've been transitioning FG Group Holdings into a holding company really over the past several years. A few of the key steps in that process and accomplishments, including turning around and then monetizing the convergent operating business, converting our digital signage business into what is now our investment in Firefly, investing in Itasca Capital, and then turning that into Green First. and most recently completing the separation and the initial public offering at Strong Global Entertainment. When you look at FGH today, our core holdings include the controlling stake in Strong Entertainment, where we hold approximately 76% of the common shares, and non-controlling stakes in Green First, FG Financial, and Firefly. We also still have commercial real estate holdings in Georgia as well as in Quebec. These valuable real estate holdings were retained when we sold the Convergent business and when we spent out the Strong Entertainment business earlier this year. We'll start with Strong Global Entertainment, which again continues to be consolidated as part of the FGH financial statements and represents the majority of the operating results that you'll see in our financial statements. I know that many of you may have listened to our call last night for Strong Global Entertainment. which is also available for replay on their investor relations site. So we'll keep things pretty high level this morning. If you want to refer to slides five through seven, at Strong, we're continuing to see strong organic growth with increasing demand from our exhibitors for laser upgrades and other investments they're making in upgrading their auditoriums to premium cinema. Our technical services group continues to perform at a high level. And they've really done a nice job of expanding market share and becoming the go-to service partner for the cinema industry. Now, one example is our installation services group. Our revenues, they're up 68% quarter over quarter. This is a direct result of the team. They're listening to our customer's needs and then customizing our services and solutions to meet those needs. Our screen business continues to perform well. with laser upgrades driving steady demand from cinema exhibitors. The team there is expanding our non-cinema offerings as well, rolling out new products this year like our seismos flooring, as well as our Orion optical tiles. The flooring product came again from listening to our customers and designing solutions specifically to meet their needs. We introduced the new flooring product just earlier this year, and it's already starting to contribute revenue. And we're also continuing to develop our content IP portfolio and production services capabilities in our studios unit. An important part of the Strong Entertainment growth strategy is M&A. And over the past few weeks, Strong completed its first two acquisition transactions post IPO. Unbounded was a strategic acquisition and it positions the studios group with resources and capabilities in the production services area. Unbounded focuses on shorter form video production, things such as commercials, and building this part of our business will help establish a more consistent revenue stream for studios. The Unbounded team is a small team, but they have deep experience, and it represents a nice first step in our M&A strategy. More importantly, it's a foundational piece as we build a larger production services business. We also just this week closed the acquisition of Innovative Cinema Services, This transaction will add immediate revenue and additional scale, where their run rate is over six million in annual revenue, and we expect to grow from that base level. Overall, we're very excited about the outlook for entertainment business, the increasing demand for premium immersive experiences, and we expect to see continued positive momentum. Moving over to our non-consolidated holdings, We have equity positions in three other operating companies, Green First, FG Financial, and Firefly. Over the past year, Green First has continued to successfully execute on its strategy to monetize non-core assets, streamline operations, and strengthen their balance sheet. Earlier this year, Green First announced the sale of private forest land for $49 million, and then that transaction was followed by the sale of sawmills in Quebec for $90 million. These operations were in regions that contain higher costs and the sale of those operations not only added cash to the balance sheet but also bring down the average cost per board foot of their remaining operations and allows the team there to focus their attention and resources on the more valuable and more efficient Ontario mill operations. FG Financial continues to grow its reinsurance and asset management business. The reinsurance business is performing very well and continuing to patiently grow and allocate capital. The merchant banking operations have been very active with Craveworthy and FG Communities. And FGF also completed the D-SPAC of I-Core Connect recently, which is a cloud-based company. We're very excited about FGF and the potential for the reinsurance and merchant banking to continue to scale and add value. Turning to Firefly, they're quietly continuing to expand their digital out-of-home advertising solutions. growing their footprint into new markets in the U.S. as well as abroad. Recently, Firefly expanded its footprint in the U.K., Canada, and Abu Dhabi, for example. And Firefly, it's more than an out-of-home advertising company. It's really more of a technology company that's enabling advertisers to use data to target and measure the effectiveness of their ad spin in very unique ways. Todd will now walk us through the financials.
spk06: Todd? Thanks, Mark, and good morning, everyone. As Mark mentioned, since FGH continues to hold the majority of the outstanding shares of Strong Global Entertainment, FGH consolidates SGE's results. And since SGE is by far the largest part of our operating business, my prepared remarks today will include a good amount of discussion on the SGE results that were released yesterday afternoon. As you can see on slide 14, consolidated revenue was up 8% from the prior year, with increases in both product and services. On the product side, increases in traditional cinema screen sales and higher revenue from the newly launched Seismos Flooring and Orion Optical Tiles product lines were partially offset by a small decline in the sale of digital equipment. Services revenue benefited from the continuing momentum in installation services, which saw its seventh consecutive quarter with year-over-year increases, as well as increases in revenue generated from field maintenance and monitoring. From a geographic perspective, sales outside the US increased approximately 70% from the prior year. This was primarily with the results of the large immersive flooring project in Asia that is expected to be completed by the end of the year. While gross margin generated from the sale of products was relatively flat year over year, gross margin from services was 26% during the third quarter as compared to 23% in the prior year. Margins on services benefited from the strategic move away from outsourcing the installation work so utilizing internal labor to complete the projects. The increase in gross profit was offset by higher selling and administrative expenses, including marketing and travel and entertainment expenses, as revenue and business activity increased. General and administrative expenses were also higher as SGE now operates as an independent public company following its IPO in May. Flipping over to the balance sheet, overall we have healthy liquidity, enough to operate the business on a day-to-day basis. On a consolidated basis, working capital is being utilized to grow the SGE business. For example, the SGE accounts receivable balance is increasing as revenue continues to rise. We believe SGE's customer base is stable with a solid mix of large international companies and some smaller regional players. SGE continues to work with each of its customers, both new and existing, as they look for additional solutions and efficiencies. On the liability side, the debt that was related to the production of Safe Haven that was added to the balance sheet in Q2 was fully repaid during the third quarter via receipt of the minimum guarantee and the tax rebates for shooting the series in Canada. That concludes the financial review for the quarter, and I'll now turn the call over to Kyle for a few remarks.
spk04: Thank you, Todd and Mark. I want to start by addressing the recent performance of our stock. As the former CEO, the current non-executive chairman, and the largest shareholder of the company, I think I can offer insight into each of our businesses and holdings, and I certainly have a vested interest in seeing our company and stock price succeed. It's been a very challenging market for many micro cap and small cap stocks, but the market is no excuse as many companies are executing and seeing their stock prices rewarded. While there are undoubtedly challenges in every business and our portfolio of holdings will no doubt change over time, I want to emphasize that we're committed to thriving in any environment. The strong global entertainment IPO was completed, but the value creation we were hoping for hasn't been recognized by the market. If this continues, we'll need to consider our options in terms of the existing float that is outstanding and determine if it makes sense to be a buyer of our stock. The ultimate goal for Green First remains to have the company sold. There's no doubt that rising interest rates and lower lumber prices have impacted the stock price, but we believe there's good value in the company. FG Financial is a critical part of our strategy, both now and in the future. and we're excited about the financial services platform we're building. Our team has demonstrated an uncanny ability to do deals in all environments. We're one of only a handful of SPAC teams getting deals done right now, which shows the strength of our team. Our merchant banking continues to create new opportunities as well, and I'm really excited about the future there. Firefly continues to build a powerful technology model for the outdoor advertising space, and we're patient supporters of the long-term growth and value creation plans. We're constantly looking for ways to further reduce costs, increase scale, and create the most possible value for shareholders. We'll continue to work hard with urgency, and I look forward to taking any questions you may have.
spk02: Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. We have a question on the line from Brett Reese with Johnny Montgomery Scott. Your line is live.
spk03: Good morning, Jeff. Good morning. Good morning. You know, of all of the stocks, I mean, the one with the, I mean, greatest disconnect of valuation is the FGF Financial. You know, so I've got a couple of questions on that. Kyle, the $2 million investment in that FGC, you know, community housing, can you describe that a little bit? And, you know, is something like that, you know, throwing off, you know, cash to FG financial?
spk04: Sure, I can describe that. So FG Communities is a company that we started about a little over a year ago, and it was to invest in manufactured housing communities to own them and operate them and to preserve them, essentially. So the goal is to preserve and improve affordable housing, mainly in the Southeast United States as the initial focus. So we formed the company, we funded the company, and we've now grown to over 20 communities that we own inside of FG Communities. The company is raising outside capital, has raised both common equity and preferred equity, and is growing very nicely. I expect that to be one of our largest holdings over the next 12 to 24 months in terms of size and scale. So it's been quite a success. Manufactured housing is a wonderful industry. that we're really excited about. The cash flows are extraordinary on that business. We have not paid any cash flows to the common shareholders yet because it's still in growth mode, but as the company achieves critical scale over the next few years, I anticipate that common shareholders of FG Communities will receive cash flow and or some type of an exit through an IPO or some type of a recapitalization transaction that results in return of capital shareholders.
spk03: Okay. Now, you know, we still have FGF still has, I think, shares in OpFi. OpFi seems to have turned themselves around. They had a very good, you know, quarterly release. Okay. Do you hold your OPFI or are you inclined to opportunistically monetize that to bring cash in for other initiatives? What are your thoughts on something like that?
spk04: I don't want to go too much into detail on our thoughts on whether we'll buy or sell OPFI in the future, but we... We certainly are pleased with the turnaround. Some of the things that happened post the SPAC transaction were a surprise with the CEO leaving and the earnings disappointment, but they seem to be back on track. I'm not on the board or an executive of the company and haven't been so for a few years, but as an outside investor looking in, they certainly are starting to show signs of of improvement. I, you know, we, we currently think the stock is undervalued and I would be surprised if we're selling at this price, but, um, it, it all depends at the time of what opportunities we have and whether those have more upside or downside. So, you know, we run everything like a portfolio and if, if there's something that has more upside, then we'll, we'll take that into consideration. But right now, you know, we haven't been a seller.
spk03: Okay. Could you share with me and the people on the call, you know, the current situation with Firefly, as you know it? Yeah, sure.
spk04: So Firefly, as you know, or if you don't know, was a company that we originally founded as a workout from, we had a business called Convergent Media Systems that we eventually sold to SageNet, but Convergint had a customer that defaulted on us. We had significant screens that we could use for a business. So I came up with the idea, like, let's use the, you know, let's turn lemons into lemonade and create a business that we can use this, you know, customer that defaulted on us and turn it into a business. So we created a company called Strong Digital Media LLC, which was branded as Strong Outdoor. And Strong Outdoor, you know, went and signed one of the largest contracts in New York City for taxicabs, and we installed all of our screens on taxicabs. We grew that business. We then were sort of learned in the marketplace that Google had funded a company called Firefly. And, you know, if you know anything about Firefly, Google's obviously really successful in the advertising space and they have lots of money. So we were in the advertising space trying to pursue a technology model with less capital than Google, obviously. And we felt that Google had much more experience in technology than we did and had much more experience in advertising than we did and probably more experience in both of those than anyone in the world. So We decided to partner with Google Ventures and merge our business, Strong Outdoor, into what is now called Firefly. Firefly has expanded well beyond New York City. When we merged with them, they had lots of other cities as well, like San Francisco and L.A., but now they're not only just nationwide in the U.S., but they're also global in terms of they have launched cities outside the U.S., like London and others, and It's really become from what was a few million dollars of revenue when we started it to now a much larger company with great prospects. They've raised over $100 million of venture money from some of the best venture funds in the world, like GV, which is Google Ventures, and FX, and Pellion Ventures, and others. It's a really attractive cap table that we're proud of. And, um, you know, beyond that, we're, we're, you know, we expect them to continue to grow, uh, revenue and, and ultimately earnings and, uh, you know, have a exit at that and that company, uh, when the board, you know, I'm on the board of Firefly and when the board feels that, that the company is ready to be a public company, that's sort of the plan is to at some point take the company public.
spk03: Great. Um, I'll, I'll drop back in queue. There may be other, uh,
spk01: questioners on the call thank you yeah thanks for the questions thank you our next question is coming from bill brewster who is an investor your line is live hey guys how's it going hey bill good morning um i wanted to ask a couple questions about the strategy and production you know i think From the outside looking in, when I initially heard about getting into content production, I was concerned about the cash flow dynamics of the business and how much risk you all were taking. I know that some of this has been disclosed in previous 10Qs, but it might be helpful to lay out how you're trying to minimize the risk the potential outflow that is required in content production and how you're minimizing the risk. I'd be curious to hear you talk a little bit about your strategy on that side of the house.
spk07: Yeah, Bill, thanks for the question. I can start and Kyle may want to chime in on this as well. But yeah, we're taking our approach to content is pretty conservative in terms of the way we're approaching it. We're not you know, allocating lots of capital to develop projects on the fly. It's a pretty disciplined approach. The model that we deploy in the studios group for developing content is, you know, we'll spend small amounts developing projects to a certain stage where we have scripts and we have a marketable project that we can take out and determine how much interest there is. And the overall model is to develop these projects, you know, build the portfolio, go out and market it, gauge interest, and raise capital to support these projects either privately or through presales and minimum guarantees, and then utilize those commitments as well as tax credits by producing these projects in tax-friendly jurisdictions to fund the production. So, you know, before we greenlight, you know, spending millions of dollars of capital on any given project, there has to be significant interest from the market, and there has to be either pre-sales minimum guarantees or other sources of funding through the tax credits that supplement the production and basically cover the cost of production. So that keeps our capital at risk very controlled and very low, as well as it still gives us lots of upside and future benefit from participation in those projects when they do come to market from a royalty standpoint.
spk01: Can you expand a little bit on why now, right? Like why is the company sort of evolving into this business at this time in its life cycle?
spk07: Yeah, Bill, I mean, it's something that we have been looking at and talking about really for quite, you know, the last few years in terms of before we pulled the trigger on it, in terms of how we evolve our entertainment business, you know, from, uh, from its core roots, which is a great business, you know, solid cashflow, profitable business with a long operating history and how we evolve that business into other areas of entertainment. This was a logical adjacency. Uh, we believe to that, that, you know, has a fair amount of headroom for growth that adds on to our core business and where we can create value. And, you know, we see this cinema and really the entertainment business overall, you know, continuing to evolve, you know, that evolution, you know, was accelerated. Through COVID, it's an industry that's being disrupted from a streaming standpoint, and the demand for content is continuing to rise. The demand for content that can be made economically and efficiently, I think, is going to grow faster because at some point these streamers have to make money. So you have to be more efficient, more effective in terms of your approach to producing high-quality content. And I think that's where smaller, nimble content producers like Strong Studios can excel.
spk01: Do you think, you know, just looking at where the capital cycle is and whatnot, if streamers decide to start pulling back on their spend, is there, I mean, is this a fairly low risk, like, Is there going to be demand at the end of the tunnel no matter what, or is this a project that can be shut down if necessary without, like, big exit costs? Just kind of curious how you're thinking about if aggregate content spend were to slow how, you know, what our exposure is there.
spk04: Yeah, Bill, I think... I can... Go ahead, Kyle. I can address that. So... right now we have very little capital invested in any specific project. Um, and when I say very little, like less than, you know, a few hundred thousand dollars, um, and in any specific project, um, we did have, um, you know, more than, you know, we had, you know, over a million dollars invested in safe Haven and we've now, you know, de-risked safe Haven and, um, received all of our money back, paid off everything related to the development costs, and we still own a substantial portion of the back end when that sells. So that's a good model for us where we can find projects that are interesting. It's somewhat analogous to like an asset management business where we are building these – Hey, Kyle, I don't mean to –
spk01: Hey, Kyle, I don't mean to cut you off, but you went dark on my line. Did you go dark on everybody's line? I don't know. Okay. Sorry, I can read the transcript, but it was an interesting point you were making, and I wanted to make sure that it was captured, so I apologize.
spk04: Sure. No worries. What I was saying, can you hear me now, Bill?
spk00: Yeah.
spk04: Okay. Okay. What I was saying was that we have limited capital exposure right now to any of our projects. When I say limited, I mean certainly less than a million, and in many cases it's a few hundred thousand dollars per project at most. When I say a few hundred thousand, that's like our largest projects have a few hundred thousand dollars of exposure. We've really fashioned it as an asset management business like we've done with other businesses where we raise capital for the projects or we don't do them. And we let the market decide if the project is a good one or not. And if there's investor demand for the opportunity, we've presented it. We've given investors an opportunity to invest in it. And we've built a model where Strong Globe Entertainment, through Strong Studios, can make fees that are similar to what I would call like, you know, asset management fees where we're getting, we call them production fees, right? We're producing the product and then we're getting fees that are similar to performance fees on an asset management product in that we own a percentage of the backend, right? So there's, and the more of these that we build, the better, particularly when we're doing it, like an asset management like model where we have, it's, it's an asset light asset management model. We're not betting tons of our money on this. We are betting some of our money on this. Uh, and to your question about whether it's possible to unwind, we, we could unwind it, but we think that, um, you know, we'll be able to build this out to a nice business. Now, if it's a year from now, um, we, we, you know, a year or two years from now, we, we say, Hey, you know what? we've tried and it's not working, then, then certainly we'll in, or if the market changes and the market has changed in the couple of years that we've been involved. So we've been adapting and changing to it. We've also, uh, through unbounded acquired a business that has more recurring, um, potential revenue because they do not only movies and documentaries, but they also do a lot of advertising content. So they're creating content for companies that, um, you know, need advertising content. So that, that's much more regular, um, jobs, smaller jobs, but regular jobs that can really, uh, build a nice steady stream of, of cashflow when you're not wait, when you're, while you're waiting for the big win on a, on a, uh, uh, on a, on something like safe haven. So I feel very good about that model. I think it's very consistent with what we're doing, um, in other businesses where we're not deploying tons of our capital. Um, And, you know, eventually when, you know, ideally when Green First is sold or if Green First is sold, we'll have a lot more capital to do more of these types of things and or buy our stock because, you know, we'll still have to make a decision when that happens. But right now, you know, I'm really pleased with the progress we've made in that business.
spk01: All right. I'm going to ask you one quick follow-up on Green First and then I'll drop into Q, but I got a couple more if there's no one after me. You know, Green First is obviously, you know, in the middle of the storm that the Fed is, you know, targeting real estate. Lumber obviously goes into real estate. But I'm curious, as you look at where the investment is today and given the sales of assets and the monetizations, how do you feel about the price paid for Green First and using the FGH capital to purchase that asset given, you know, sort of how the facts have unwound. I'm curious your thoughts of whether or not you're still pleased with the transaction or whether or not you would have done something differently.
spk04: Yeah, so we originally purchased Green First when it was Atasca, actually before it was Atasca Capital, it was called Kovacs Capital. And we bought it as a cash shell in Canada with the idea that we could do something interesting with it, not much different than, you know, a, Canadian SPAC with no timeline to do a deal. So it was a pretty attractive structure, but it didn't have a promote like a SPAC and it didn't have, you know, a deadline like a SPAC does. So there's, you know, a SPAC has a, has a promote for the, you know, for the sponsors and it has a typically a 12 to 24 month time period for which you can do a deal. This was different because we had a cash shell that had tax NOLs that had the ability for us to, um, look for something really interesting to do, but we had time and, but we didn't have infinite time because as time wore on, um, we started to get impatient and wanted our capital back. So we invested originally in the, you know, like at a much lower price than the When the opportunity to do the deal with Paul Rivette came along, we jumped on it and thought it was a really good opportunity. The question might then follow and say, was it a good use of capital to exercise the shareholder rights that were given as part of the transaction to acquire those assets from Rainier? And if you remember back then, we were under tremendous amounts of pressure to exercise all of them. And, in fact, we were, like, chastised for not exercising all of them by shareholders. Like, they were angry that we didn't exercise every single one of them. How could you do this? It was like we had – so I recused myself from that decision to let the board make the decision because I knew it was going to be a controversial decision, and I wanted the board to have, you know, insight into that, particularly since I was on the board of Green First. And I wanted to make sure it was, you know, purely independent decision that was made. So they made the decision that they made, which was to exercise part of the rights, but not all of them. There was a period of time where that was a great decision. And, you know, I left the board of Green First shortly after that, you know, to, you know, I thought that I had done what I was put on the board to do, which was find a deal, close a deal, and then, you know, let the operators of that company thrive. I, as an investor in the company, I've certainly been involved in looking and trying to help the company find ways to monetize because we want to monetize our position at some point, obviously. And, you know, we went about that with, I went about that with great urgency, you know, over the last 12 to 24 months. I've been very much, you know, in contact with lots of the other potential buyers of the company. I've flown around the world. I've gone to Vancouver. I've gone to all kinds of other places to meet with potential buyers. And I feel like I have a pretty good sense for what the company should do. I'm not on the board, so others are, but I think that they have more access to information about why or why not those things have not happened yet. I can tell you I'm personally frustrated that they have not happened. I do understand the idea behind monetizing companies the Quebec mills and monetizing the land that they did first. I, I, you know, you can look back with 20, 20, 20 hindsight and say, Oh, they should have just sold the whole company when the number of prices were high. Sure. I don't disagree. Like that would have been great if they had sold it at a much higher price. The fact of the matter is interest rates have gone from, you know, two and a half percent to seven or 8% or whatever they are now. You know, as of today, I think like seven and a half percent average mortgage rates. And that's impacted the housing market. And that's, you know, lumber prices have fallen some. So that's not been great. You know, a lot of the other publicly traded lumber companies have gotten hit as well. And that doesn't mean that, you know, it was a bad decision for the board to do what they did. They were trying to maximize. I'm guessing that they were trying to. I wasn't involved in this decision, but my guess is that they were trying to maximize value for shareholders and get the best possible price. Um, so now you say, well, what, where do we go from here? And I say, well, they have a CEO in place. That's an operator that they just put in place. I've not spoken to him and I don't know him. So hopefully he's, he's good. I trust the board that they've done a good job selecting him. And, um, I think that as an ongoing concern, you, you likely have to, you know, run your company properly until there's, you know, a strategic transaction to do. there's other things that they can do like monetizing, you know, some of the assets that we, we purchased like the Kenora, um, the Kenora mill land around that. There's other things that they can do like that. Um, I think that a lot of people have been wondering like when they will monetize or sell or, or, or get rid of the, the newsprint mill. Um, and I think that some of these things are really important for them to do so that going forward we can, um, be in a position to, to, to best maximize value for shareholders. Um, I have no view on whether interest rates will go up or down or, or lumber prices will go up or down. That is better than your view, uh, or, or anyone else's on this call. I'm sure everyone has their own view. Interest rates are going to say, hi, they're going to go down. Lumber prices are going to go up or down. You know, I think that my view is as educated as all, as everyone on this call, but, um, Beyond that, I think that there's more value in the company than the stock price, and I'm hoping that we can have a favorable transaction at some point in the next few months or a year, but that's what we want as shareholders. But again, we also don't want to be desperate as shareholders. If it takes multiple years to monetize, I guess that will be the course. That's what we've said with Firefly, but Hopefully they do something very soon.
spk01: All right. Thank you all for your time.
spk00: Thank you, Bill.
spk02: Once again, ladies and gentlemen, if you have any final questions or comments, please press star 1 on your telephone keypad. Okay, as we have, oh, sorry, we do have a question. Bill, let's come back into queue. Your questions are coming from Bill Dooster, who's an investor.
spk01: All right, one more. So, Kyle, on I-Corps Connect, I'm curious how that deal, you know, what your perception of that deal is now that it's closed and how you think FTF structured that deal specifically. You know, I think from the outside looking in, it's kind of hard to maybe understand exactly what happened, but my senses turned out pretty well. So I'm curious for your thoughts.
spk04: So I think that there's a lot of companies on the, you know, that trade on the pink sheets or over the counter that, you know, are not great companies, but there's also some companies that are good companies. And, and many of them would like to have access to more capital to grow. Um, and it's very hard to raise, you know, lots of capital as a, um, you know, pink sheet traded company or OTC traded company without SEC filings and other things that it, I think, I think, uh, investors sometimes don't realize like all the laws related to raising capital when you're, you're not an SEC filer, like being an SEC filer generally makes it easier to raise capital. If that's your desired goal to raise capital and grow. So, you know, the SPAC market, as you know, had hundreds of SPACs that were launched in 2020, 21, and got oversaturated with people looking for deals. We had been very firm with the view that we were long-term dedicated to the SPAC market, that we've been in this market for a long time. We have a team that has been doing SPACs since, you know, as early as 2005, 6, 7 time period. And that regardless of the SPAC market, whether it's booming like it did in 2020 or whether it's bust like it did over the last year or two and like it did previous to 2020, it's really not, in our view, a bust of the SPAC market. It's really like a return to the normal. And I'm actually quite happy that we had this boom so that it brought awareness and understanding of SPACs. Now we've had a bust so that now A lot of the participants that should not have been in SPACs have kind of been flushed out. We think that we have a very experienced team in SPACs just from the actual knowledge of how to get a SPAC transaction done. We think we have a great team from the perspective of getting due diligence and really working hard to find the right transaction to do. And then we also think we have some really good experience with people like Joe Moglia and Larry and myself that can sort of guide our team to what we think is the right type of transaction for us to do and build a franchise around FG as a SPAC company. I think we've done a good job with that. What's really neat about the I-Corps transaction, one is that we got a deal done in a very difficult environment, but two is how we did it. wanted to raise capital, wanted to uplift to the NASDAQ. And we helped them raise capital. We helped them do so in a very innovative way. And we went to the marketplace and understood what capital might be available. And then we structured a transaction with them where we have convertible preferred that has a ratchet feature down that essentially our conversion feature goes lower down to I believe as low as $2 per share in the event that we decide to convert, but we are protected with the preferred principles. So it's a really nice feature that we built into that for investors. And rather than just giving it to us, we made it available to anyone who invested in the IPO of the spec. So I think it was a really innovative structure. I'm proud of our team for the way they They, you know, innovated, and I'm very happy that the capital markets were supportive of it. I'm thankful to the investors that we've had that continue to support us. So, you know, I think that, you know, all in all, it worked out to be a good transaction. I think I-Corps now needs to execute on their business model that they laid out in terms of executing on that pipeline of potential software deals. And if they do that, I think that they'll be successful. So, you know, I think we're not on the board anymore. We're not management. We're letting them sort of do what they need to do. We got our job done, and now it's their turn to execute. So hopefully the management team and board executes.
spk01: Okay, and just one follow-up, you know, to the extent that it's, you know, FG's capital at risk and there's a vested interest in the outcome. Are you thinking about this as the preferred is likely covered in most scenarios and then the conversion to common is the upside? Like, is that how you think about protecting your own capital or am I misreading that?
spk04: I think that we certainly view it as though we have more downside protection, a lot more downside protection than you would normally have in that, you know, if the stock price falls, which it has, but it also rallied, it's been all over the place. So, um, there's not a whole lot of public floats. So it's been, the stock has been, you know, everywhere, um, that we have downside protection and the preferred, and we also have downside protection, the conversion feature. But, um, you know, if we have, you know, significant upside like we did, um, it can really be material. So I think we were very happy with that structure of, uh, and, and by the way, that structure is consistent with the way we try and do everything. We try and do everything with protect the downside, preserve the upside, protect the downside, preserve the upside, protect the downside. We do that again and again and again. Every time we do a deal, protect the downside, preserve the upside. Sometimes it's not perfect, but that's our goal on every transaction. But it's not always going to be foolproof.
spk01: Yeah, well, that's risk, right? All right, cool. I appreciate your thoughts, and I hope you all have a good day. Thank you.
spk02: Thank you. As we have no further questions in queue, I will turn the call back to management for closing remarks.
spk07: Thank you for joining the call today. Thanks to Bill and Brett. Those are great questions. If there are any other questions that you guys have as you digest the material or listen to the call or read the transcript, feel free to reach out. We'd be happy to answer any other questions you might have otherwise. Again, thanks for joining the call, and hope you have a great weekend.
spk02: Thank you. This concludes today's conference, and you may disconnect your lines at this time. And we thank you for your participation.
Disclaimer