0001864943false0001864943us-gaap:WarrantMember2024-05-082024-05-080001864943us-gaap:CommonStockMember2024-05-082024-05-0800018649432024-05-082024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2024

FGI Industries Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41207

98-1603252

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

906 Murray Road

East Hanover, NJ 07936

(Address of principal executive offices) (Zip Code)

(973) 428-0400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, $0.0001 par value per share

FGI

The Nasdaq Stock Market LLC

Warrants to purchase Ordinary Shares

FGIWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.    Results of Operations and Financial Condition.

On May 8, 2024, FGI Industries Ltd. (the “Company”) issued a press release reporting financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release, dated May 8, 2024.

104

Cover Page Interactive Data File formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FGI Industries Ltd.

  

  

Date: May 8, 2024

By:

/s/ John Chen

Name: John Chen

Its: Executive Chairman

Exhibit 99.1

Graphic

FGI INDUSTRIES ANNOUNCES FIRST QUARTER 2024 RESULTS

EAST HANOVER, N.J., May 8, 2024 – FGI Industries Ltd. (Nasdaq: FGI) (“FGI” or the “Company”), a leading global supplier of kitchen and bath products, today announced results for the first quarter 2024.

FIRST QUARTER 2024 HIGHLIGHTS

(As compared to the first quarter of 2023)

Total revenues of $30.8 million, +13.2% y/y
Gross profit of $8.4 million, +16.8% y/y, Gross margin of 27.4%, +90 bps y/y
Net loss attributable to FGI shareholders of ($0.4) million
Adjusted net loss of ($0.4) million
Adjusted operating loss of ($0.2) million

MANAGEMENT COMMENTARY

Dave Bruce, President and CEO of FGI, stated, “The industry outlook remains relatively flat overall with our customers not expecting much growth in 2024. Despite this macro view, FGI’s first quarter revenues beat expectations, driven primarily by volume growth of new products. While most of our businesses showed growth, I would like to highlight two segments in particular. FGI saw a rebound in the professional sanitary business, as expected, with inventory levels continuing to moderate. Our shower business continues to show organic growth driven by both existing and new products.” Bruce continued, “Geographically, we are seeing a rebound in Europe driven by a combination of new product introductions and an increase in market penetration. We remain optimistic on India. We continue to invest in our brands as well as our future growth initiatives.”

Perry Lin, Chief Financial Officer of FGI, commented, “FGI ended the first quarter with total available liquidity of $17.8 million.  Working capital was up seasonally as is typical for the first quarter. Our operating expenses increased due to investing for future growth combined with the effects of inflation. We continue to believe the highest and best use of our capital is for internal investment and this will remain our priority in the near term. We will continue to evaluate opportunities for strategic M&A.”

FIRST QUARTER 2024 RESULTS

Revenue totaled $30.8 million during the first quarter of 2024, an increase of 13.2% compared to the prior-year period, driven by increased volume and a normalization of inventory levels.  

Sanitaryware revenue was $20.5 million during the first quarter of 2024, up from $15.4 million in the prior-year period. The revenue increase was due to normalizing order patterns following prior-year inventory de-stocking headwinds and improvements in the pro channel.

Bath Furniture revenue was $3.1 million during the first quarter of 2024, a decline from revenue of $5.0 million in the prior-year period.  The bath furniture market continues to be impacted by macro headwinds and a trade-down to lower ticket products.

Shower Systems revenue was $5.8 million during the first quarter of 2024, up from $5.0 million last year. The revenue increase was driven by recently launched programs, including the online shower door program with a Canadian retailer and a new shower wall system roll-out in up to 300 locations of a U.S. retailer.      

Other revenue was $1.4 million during the first quarter, down from $1.8 million in the prior year, driven by timing of kitchen orders in late 2023.


Gross profit was $8.4 million during the first quarter of 2024, an increase of 16.8% compared to last year, driven by growth in our higher margin products and volume increase in Sanitaryware. Gross profit margin improved to 27.4% during the first quarter of 2024, up 90 basis points from the prior-year period.  

Operating loss was ($0.3) million during the first quarter of 2024, down from breakeven in the prior-year period.  Operating loss during the first quarter of 2024 included non-recurring expenses of $0.1 million for business expansion expense and accruals for non-recurring IPO- related stock-based compensation.  Excluding these items, adjusted operating loss was ($0.2) million during the first quarter.  The decline in operating income was a result of an increase in operating expenses tied to growth initiatives, as the Company continues to invest in its BPC growth strategy. As a result, operating margin was (0.6%) during the first quarter, down from 0.6% in the same period last year.

 

The Company reported a GAAP net loss attributable to FGI shareholders of ($0.4) million, or ($0.04) per diluted share during the first quarter of 2024, versus a net loss of ($0.3) million, or ($0.03) per diluted share, in the same period last year.  Net loss for the first quarter of 2024 included after-tax expenses of $0.1 million related to business expansion expense and accruals for non-recurring IPO- related stock-based compensation. Net loss for the first quarter of 2023 included after-tax expense of $0.2 million related to business expansion expense, non-recurring IPO- related compensation, and IPO- related legal expense. Excluding these items, adjusted net loss for the first quarter of 2024 was ($0.4) million, or ($0.05) per diluted share, versus adjusted net loss of ($0.2) million, or ($0.02) per diluted share, for the same period last year.  

FINANCIAL RESOURCES AND LIQUIDITY

As of March 31, 2024, the Company had $3.3 million of cash and cash equivalents, total debt of $11.4 million and $14.5 million of availability under its credit facilities net of letters of credit. Combined with cash and cash equivalents, total liquidity was $17.8 million at March 31, 2024.

FINANCIAL GUIDANCE

The Company reiterates its fiscal 2024 guidance as follows:

Total Revenue of between $115 million and $128 million

Total Adjusted Operating Income of between $2.8 million and $3.8 million

Total Adjusted Net Income of between $1.2 million to $2.0 million

Guidance for adjusted operating income and adjusted net income is presented on an adjusted basis and excludes non-recurring items. All guidance is current as of the time provided and is subject to change.

FIRST QUARTER CONFERENCE CALL

FGI will conduct a conference call on Thursday, May 9 at 9:00 am Eastern Time to discuss the quarterly results.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of the Company’s corporate website at https://investor.fgi-industries.com.  To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register and download and install any necessary audio software.

To participate in the live teleconference:

Toll Free:  

1-844-826-3035

International Live:

1-412-317-5195

To listen to a replay of the teleconference, which will be available through May 23, 2024:

Domestic Replay:    

1-844-512-2921

International Replay:  

1-412-317-6671 13727517

Conference ID:

10187662


ABOUT FGI INDUSTRIES

FGI Industries Ltd. (Nasdaq: FGI) is a leading global supplier of kitchen and bath products. For over 30 years, we have built an industry-wide reputation for product innovation, quality, and excellent customer service. We are currently focused on the following product categories: sanitaryware (primarily toilets, sinks, pedestals, and toilet seats), bath furniture (vanities, mirrors and cabinets), shower systems, customer kitchen cabinetry and other accessory items. These products are sold primarily for repair and remodel activity and, to a lesser extent, new home or commercial construction. We sell our products through numerous partners, including mass retail centers, wholesale and commercial distributors, online retailers and specialty stores.

Non-GAAP Measures

In addition to the measures presented in our consolidated financial statements, we use the following non-GAAP measures to evaluate our business, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our non-GAAP measures are: Adjusted Operating Income, Adjusted Operating Margins and Adjusted Net Income. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). They are supplemental financial measures of our performance only, and should not be considered substitutes for net income, income from operations or any other measure derived in accordance with GAAP and may not be comparable to similarly titled measures reported by other entities. We define Adjusted Operating Income as GAAP income from operations excluding the impact of certain non-recurring expenses, including expenses related to COVID-19 protocols, non-recurring compensation expenses related to our IPO, and one-time anti-dumping penalty expenses. We define Adjusted Net Income as GAAP net income excluding the tax-effected impact of certain non-recurring expenses and income such as expenses related to COVID-19 protocols, unusual litigation fees and non-recurring compensation expenses related to our IPO. We define Adjusted Operating Margins as adjusted income from operations divided by revenue.

We use these non-GAAP measures, along with U.S. GAAP measures, to evaluate our business, measure our financial performance and profitability and our ability to manage expenses, after adjusting for certain one-time expenses, identify trends affecting our business and assist us in making strategic decisions. We believe these non-GAAP measures, when reviewed in conjunction with U.S. GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under U.S. GAAP, are useful to investors as they are widely used measures of performance and the adjustments we make to these non-GAAP measures provide investors further insight into our profitability and additional perspectives in comparing our performance over time on a consistent basis. With respect to the Company’s expectations of its future performance, the Company’s reconciliations of full year 2024 Adjusted Operating Income and 2024 Adjusted Net Income are not available, as the Company is unable to quantify certain amounts to the degree of precision that would be required in the relevant GAAP measures without unreasonable effort.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan”, “see” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements regarding FGI’s guidance, the Company’s growth strategies, outlook and potential acquisition activity, the macroeconomic instability and its associated impact on the national and global economy and the residential repair and remodel market, the company’s planned product launches and new customer partnerships, the effect of supply chain disruptions and freight costs and estimates of customer de-stock and timing of market recoveries. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to FGI’s periodic filings with the Securities & Exchange Commission including those described as “Risk Factors” in FGI’s annual report on Form 10-K for the year ended December 31, 2023, and in quarterly reports on Form 10-Q filed thereafter. FGI does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


INVESTOR CONTACT

Jae Chung, VP Investor Relations

973-515-7190

investorrelations@fgi-industries.com


FGI INDUSTRIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of

As of

March 31, 2024

December 31, 2023

    

USD

    

USD

    

(Unaudited)

ASSETS

CURRENT ASSETS

 

  

 

  

Cash

$

3,319,066

$

7,777,241

Accounts receivable, net

 

15,745,167

 

16,195,543

Inventories, net

 

11,550,962

 

9,923,852

Prepayments and other current assets

 

4,975,620

 

4,617,751

Prepayments and other receivables – related parties

 

12,977,788

 

7,600,283

Total current assets

 

48,568,603

 

46,114,670

PROPERTY AND EQUIPMENT, NET

 

2,431,337

 

1,910,491

OTHER ASSETS

 

  

 

  

Intangible assets

 

102,227

 

102,227

Operating lease right-of-use assets, net

 

14,705,781

 

15,203,576

Deferred tax assets, net

 

1,217,376

 

1,168,833

Other noncurrent assets

 

1,609,790

 

1,245,133

Total other assets

 

17,635,174

 

17,719,769

Total assets

$

68,635,114

$

65,744,930

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

CURRENT LIABILITIES

 

  

 

  

Short-term loans

$

11,442,651

$

6,959,175

Accounts payable

 

14,520,915

 

14,524,607

Accounts payable – related parties

732,285

735,308

Income tax payable

 

 

189,119

Operating lease liabilities – current

 

1,691,998

 

1,595,998

Accrued expenses and other current liabilities

 

3,427,282

 

4,039,499

Total current liabilities

 

31,815,131

 

28,043,706

OTHER LIABILITIES

 

  

 

  

Operating lease liabilities – noncurrent

 

13,234,062

 

13,674,452

Total liabilities

 

45,049,193

 

41,718,158

COMMITMENTS AND CONTINGENCIES

 

  

 

  

SHAREHOLDERS’ EQUITY

 

  

 

  

Preference Shares ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023)

 

 

Ordinary shares ($0.0001 par value, 200,000,000 shares authorized, 9,547,607 shares issued and outstanding as of March 31, 2024 and December 31, 2023)

 

955

 

955

Additional paid-in capital

20,997,418

20,877,832

Retained earnings

4,001,335

4,413,524

Accumulated other comprehensive loss

(1,134,077)

(1,111,499)

FGI Industries Ltd. shareholders’ equity

 

23,865,631

 

24,180,812

Non-controlling interests

(279,710)

(154,040)

Total shareholders’ equity

23,585,921

24,026,772

Total liabilities and shareholders’ equity

$

68,635,114

$

65,744,930


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


FGI INDUSTRIES LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

March 31, 

     

2024

     

2023

 

USD

 

USD

REVENUES

$

30,753,519

$

27,162,266

COST OF REVENUES

 

22,340,036

 

19,960,108

GROSS PROFIT

 

8,413,483

 

7,202,158

OPERATING EXPENSES

 

 

Selling and distribution

6,130,886

4,711,089

General and administrative

 

2,282,858

 

2,142,245

Research and development

 

320,673

 

351,751

Total operating expenses

 

8,734,417

 

7,205,085

LOSS FROM OPERATIONS

 

(320,934)

 

(2,927)

OTHER INCOME (EXPENSES)

 

 

Interest income

554

1,375

Interest expense

 

(222,207)

 

(249,637)

Other income (expenses), net

 

27,017

 

(19,557)

Total other expenses, net

 

(194,636)

 

(267,819)

LOSS BEFORE INCOME TAXES

 

(515,570)

 

(270,746)

PROVISION FOR (BENEFIT OF) INCOME TAXES

 

 

Current

70,832

132,765

Deferred

 

(48,543)

 

(100,136)

Total provision for income taxes

 

22,289

 

32,629

NET LOSS

(537,859)

(303,375)

Less: net loss attributable to non-controlling shareholders

(125,670)

Net loss attributable to FGI Industries Ltd. shareholders

(412,189)

(303,375)

OTHER COMPREHENSIVE (LOSS) INCOME

 

 

Foreign currency translation adjustment

(22,578)

20,099

COMPREHENSIVE LOSS

(560,437)

(283,276)

Less: comprehensive loss attributable to non-controlling shareholders

(125,670)

Comprehensive loss attributable to FGI Industries Ltd. shareholders

$

(434,767)

$

(283,276)

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

 

 

Basic

9,547,607

9,500,000

Diluted

9,547,607

9,500,000

LOSS PER SHARE

Basic

$

(0.04)

$

(0.03)

Diluted

$

(0.04)

$

(0.03)


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


FGI INDUSTRIES LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 

2024

2023

    

USD

    

USD

 

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(537,859)

$

(303,375)

Adjustments to reconcile net income to net cash used in operating activities

Depreciation

87,871

35,560

Amortization

497,795

385,477

Share-based compensation

 

119,586

 

119,721

Provision for credit losses

 

18,412

 

56,932

Provision for defective return

671,184

460,258

Foreign exchange transaction loss

 

18,072

 

33,906

Deferred income tax benefit

 

(48,543)

 

(100,164)

Changes in operating assets and liabilities

 

 

Accounts receivable

(239,220)

1,671,959

Inventories

 

(1,627,111)

 

3,416,459

Prepayments and other current assets

 

(127,814)

 

(340,296)

Prepayments and other receivables – related parties

 

(5,377,506)

 

339,335

Other noncurrent assets

 

(364,657)

 

(43,769)

Income taxes

 

(419,174)

 

130,451

Accounts payable

 

(3,691)

 

(6,559,270)

Accounts payable-related parties

 

(3,022)

 

463,964

Operating lease liabilities

 

(344,389)

 

(421,099)

Accrued expenses and other current liabilities

 

(612,218)

 

(576,668)

Net cash used in operating activities

 

(8,292,284)

 

(1,230,619)

CASH FLOWS FROM INVESTING ACTIVITIES

 

  

 

Purchase of property and equipment

 

(609,035)

 

(74,173)

Net cash used in investing activities

 

(609,035)

 

(74,173)

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

  

Net proceeds from (repayments of) revolving credit facility

 

4,483,476

 

(1,368,504)

Net cash provided by (used in) financing activities

 

4,483,476

 

(1,368,504)

EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH

 

(40,332)

 

(13,920)

NET CHANGES IN CASH

 

(4,458,175)

 

(2,687,216)

CASH, BEGINNING OF PERIOD

 

7,777,241

 

10,067,428

CASH, END OF PERIOD

$

3,319,066

$

7,380,212

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

Cash paid during the period for interest

$

(213,953)

$

(250,263)

Cash paid during the period for income taxes

$

(486,521)

$

(2,263)

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

  

 

  

New addition on Right-of-use assets

$

$

(7,444,961)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Non-GAAP Measures

The following table reconciles Loss from Operations to Adjusted Operating (Loss) Income and Adjusted Operating Margins, as well as Net Loss to Adjusted Net Loss for the periods presented.

For the Three Months Ended

 

March 31, 

 

    

2024

    

2023

 

Loss from operations

$

(320,934)

$

(2,927)

Adjustments:

  

 

  

Non-recurring IPO-related stock-based compensation

59,719

59,719

IPO and arbitration legal fee

50,000

Business expansion expense

61,770

61,772

Adjusted (loss) income from operations

(199,445)

 

168,564

Revenue

$

30,753,519

$

27,162,266

Adjusted operating margins

(0.6)

%  

0.6

%

For the Three Months Ended

March 31, 

    

2024

    

2023

 

Net loss

$

(537,859)

$

(303,375)

Adjustments:

Non-recurring IPO-related stock-based compensation

59,719

59,719

IPO and arbitration legal fee

50,000

Business expansion expense

61,770

61,772

Total

(416,370)

(131,884)

Tax impact of adjustment at 18% effective rate

(22,961)

(32,412)

Adjusted net loss

$

(439,331)

$

(164,296)


v3.24.1.u1
Document and Entity Information
May 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity File Number 001-41207
Entity Registrant Name FGI Industries Ltd.
Entity Incorporation, State or Country Code E9
Entity Tax Identification Number 98-1603252
Entity Address State Or Province NJ
Entity Address, Address Line One 906 Murray Road
Entity Address, City or Town East Hanover
Entity Address, Postal Zip Code 07936
City Area Code 973
Local Phone Number 428-0400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001864943
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(g) Security Ordinary Shares, $0.0001 par value per share
Trading Symbol FGI
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information [Line Items]  
Title of 12(g) Security Warrants to purchase Ordinary Shares
Trading Symbol FGIWW
Security Exchange Name NASDAQ

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