UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period fromto
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices)
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(
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||
☒ | Smaller reporting company | ||||||
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant's common stock on March 31, 2022 was
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “positioned,” “potential,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. In addition, statements that “we believe” or similar statements reflect our beliefs and opinions on the relevant subject. We have based these forward- looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Risks and uncertainties that could cause our actual results to differ from those expressed in, or implied by, our forward- looking statements include, but are not limited to:
| ● | the levels of residential repair and remodel activity, and to a lesser extent, new home construction; |
| ● | our ability to maintain our strong brands and reputation and to develop innovative products; |
| ● | our ability to maintain our competitive position in our industries; |
| ● | our reliance on key suppliers and customers; |
| ● | the length and severity of the ongoing COVID-19 pandemic, including its impact on domestic and international economic activity, consumer confidence, our production capabilities, our employees and our supply chain; |
| ● | the cost and availability of materials and the imposition of tariffs; |
| ● | risks associated with our international operations and global strategies; |
| ● | our ability to achieve the anticipated benefits of our strategic initiatives; |
| ● | our ability to successfully execute our acquisition strategy and integrate businesses that we may acquire; |
| ● | risks associated with our reliance on information systems and technology, and our ability to achieve the anticipated benefits from our investments in new technology; |
| ● | our ability to attract, develop and retain talented and diverse personnel; |
| ● | our ability to obtain additional capital to finance our planned operations; |
| ● | regulatory developments in the United States and internationally; |
| ● | our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; and |
| ● | other risks and uncertainties, including those listed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, as well as subsequent reports we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) (available at www.sec.gov). |
3
These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements may not be achieved or occur at all. You should read this Quarterly Report on Form 10-Q and the documents that we reference and have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
4
GENERAL
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to the “Company,” “FGI,” “we,” “us” or “our” refer to FGI Industries Ltd.
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PART I —FINANCIAL INFORMATION
Item 1. Financial Statements.
FGI INDUSTRIES LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 | 7 |
8 | |
9 | |
10 | |
Notes to Unaudited Condensed Consolidated Financial Statements | 11 - 30 |
6
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
ASSETS | ||||||
CURRENT ASSETS |
|
|
|
| ||
Cash | $ | | $ | | ||
Accounts receivable, net |
| |
| | ||
Inventories, net |
| |
| | ||
Prepayments and other current assets |
| |
| | ||
Prepayments and other receivables – related parties |
| |
| | ||
Total current assets |
| |
| | ||
PROPERTY AND EQUIPMENT, NET |
| |
| | ||
OTHER ASSETS |
|
|
|
| ||
Intangible assets |
| |
| | ||
Operating lease right-of-use assets, net |
| |
| | ||
Deferred tax assets, net |
| |
| | ||
Other noncurrent assets |
| |
| | ||
Total other assets |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND PARENT’S NET INVESTMENT |
|
|
|
| ||
CURRENT LIABILITIES |
|
|
|
| ||
Short-term loans | $ | | $ | | ||
Accounts payable |
| |
| | ||
Income tax payable |
| |
| | ||
Operating lease liabilities – current |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
OTHER LIABILITIES |
|
|
|
| ||
Operating lease liabilities – noncurrent |
| |
| | ||
Total liabilities |
| |
| | ||
COMMITMENTS AND CONTINGENCIES |
|
|
|
| ||
SHAREHOLDERS’ EQUITY |
|
|
|
| ||
Preference Shares ($ |
|
| ||||
Ordinary shares ($ |
| |
| | ||
Parent’s net investment |
| — |
| | ||
Additional paid-in capital | | — | ||||
Retained earnings | | — | ||||
Accumulated other comprehensive income | ( | — | ||||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | | $ | | ||
* | Shares and per share data are presented on a retroactive basis to reflect the reorganization on January 27, 2022. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months Ended | |||||||
March 31, | |||||||
| 2022 |
| 2021 |
| |||
USD |
| USD | |||||
REVENUES | $ | | $ | | |||
COST OF REVENUES |
| |
| | |||
GROSS PROFIT |
| |
| | |||
OPERATING EXPENSES |
|
| |||||
Selling and distribution | | | |||||
General and administrative |
| |
| | |||
Research and development |
| |
| | |||
Total operating expenses |
| |
| | |||
INCOME FROM OPERATIONS |
| |
| | |||
OTHER INCOME (EXPENSES) |
|
| |||||
Interest income | | | |||||
Interest expense |
| ( |
| ( | |||
Other income, net |
| |
| | |||
Total other (expenses) income, net |
| ( |
| | |||
INCOME BEFORE INCOME TAXES |
| |
| | |||
PROVISION FOR (BENEFIT OF) INCOME TAXES |
|
| |||||
Current | | | |||||
Deferred |
| ( |
| | |||
Total provision for income taxes |
| |
| | |||
NET INCOME |
| |
| | |||
OTHER COMPREHENSIVE INCOME |
|
| |||||
Foreign currency translation adjustment | ( | ( | |||||
COMPREHENSIVE INCOME | $ | | $ | | |||
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES |
|
| |||||
Basic* | | | |||||
Diluted* | | | |||||
EARNINGS PER SHARE | |||||||
Basic* | $ | | $ | | |||
Diluted* | $ | | $ | | |||
* | Shares and per share data are presented on a retroactive basis to reflect the reorganization on January 27, 2022. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY (PARENT’S NET INVESTMENT)
Accumulated | ||||||||||||||||||
Additional | Parent’s | Other | ||||||||||||||||
Preference shares | Ordinary shares | Paid-in | net | Retained | Comprehensive | |||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Investment |
| Earnings |
| Income |
| Total | |
Balance at December 31, 2020 | — | — | — | — | — | | — | — | | |||||||||
Net income | — | — | — | — | — | | — | — | | |||||||||
Net distribution to Parent | — | — | — | — | — | ( | — | — | ( | |||||||||
Foreign currency translation adjustments | — | — | — | — | — | ( | — | — | ( | |||||||||
Balance at March 31, 2021 (Unaudited) | — | — | — | — | — | | — | — | | |||||||||
Accumulated | ||||||||||||||||||
Additional | Parent’s | Other | ||||||||||||||||
Preference shares | Ordinary shares | Paid-in | net | Retained | Comprehensive | |||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Investment |
| Earnings |
| Income |
| Total | |
Balance at December 31, 2021 | — | — | | | — | | — | — | | |||||||||
Consummation of separation transaction upon completion of reorganization | — | — | — | — | | ( | — | ( | — | |||||||||
Share-Based compensation | | | ||||||||||||||||
Issuance of ordinary shares upon Initial Public Offering (“IPO”) | — | — | | | | — | — | — | | |||||||||
Net income | — | — | — | — | — | — | | — | | |||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | — | ( | ( | |||||||||
Balance at March 31, 2022 (Unaudited) | — | — | | | | — | | ( | | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, | |||||||
2022 | 2021 | ||||||
| USD |
| USD |
| |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash used in operating activities | |||||||
Depreciation and amortization | | | |||||
Share-based compensation |
| |
| — | |||
Provision for doubtful accounts |
| |
| | |||
(Reversal of) provision of defective return | ( | | |||||
Foreign exchange transaction loss |
| ( |
| ( | |||
Interest expenses |
| |
| | |||
Deferred income taxes |
| ( |
| | |||
Changes in operating assets and liabilities |
|
| |||||
Accounts receivable | | ( | |||||
Inventories |
| ( |
| | |||
Prepayments and other current assets |
| ( |
| | |||
Prepayments and other receivables – related parties |
| ( |
| ( | |||
Other noncurrent assets |
| ( |
| ( | |||
Right-of-use assets |
| |
| | |||
Income taxes |
| ( |
| | |||
Accounts payable |
| ( |
| ( | |||
Accounts payable-related parties |
| — |
| | |||
Operating lease liabilities |
| ( |
| ( | |||
Accrued expenses and other current liabilities |
| ( |
| | |||
Net cash used in operating activities |
| ( |
| ( | |||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
| |||
Purchase of property and equipment |
| ( |
| ( | |||
Net cash used in investing activities |
| ( |
| ( | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
| |||
Net proceeds from (repayments of) revolving credit facility |
| |
| ( | |||
Net proceeds from issuance of ordinary shares in IPO |
| |
| — | |||
Net changes in parent company investment | — | ( | |||||
Net cash provided by (used in) financing activities |
| |
| ( | |||
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH |
| ( |
| | |||
NET CHANGES IN CASH |
| |
| ( | |||
CASH, BEGINNING OF PERIOD |
| |
| | |||
CASH, END OF PERIOD | $ | | $ | | |||
SUPPLEMENTAL CASH FLOW INFORMATION |
|
| |||||
Cash paid during the period for interest | | | |||||
Cash paid during the period for income taxes |
| |
| | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
| |||
Net changes in parent company investment |
| — |
| ( | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
FGI INDUSTRIES LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
FGI Industries Ltd. (“FGI” or the “Company”) is a holding company organized on May 26, 2021, under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding equity of its operating subsidiaries as described below. The Company is a supplier of global kitchen and bath products and currently focuses on the following 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 remodeling (“RR”) activity and, to a lesser extent, new home or commercial construction. The Company sells its products through numerous partners, including mass retail centers, wholesale and commercial distributors, online retailers and independent dealers and distributors.
The accompanying unaudited condensed consolidated financial statements reflect the activities of FGI and each of the following entities after the Reorganization, as described below:
Name |
| Background |
| Ownership |
FGI Industries, Inc. | ● A New Jersey corporation |
| ||
(formerly named Foremost Groups, Inc.) | ● Incorporated on January 5, 1988 | |||
● Sales and distribution in the United States | ||||
FGI Europe Investment Limited | ● A British Virgin Islands holding company |
| ||
● Incorporated on January 1, 2007 | ||||
FGI International, Limited | ● A Hong Kong company |
| ||
● Incorporated on June 2, 2021 | ||||
● Sales, sourcing and product development | ||||
FGI Canada Ltd. | ● A Canada company |
| ||
● Incorporated on October 17, 1997 | Industries, Inc. | |||
● Sales and distribution in Canada | ||||
FGI Germany GmbH Co. KG | ● A German company |
| ||
● Incorporated on January 24, 2013 | Investment Limited | |||
● Sales and distribution in Germany | ||||
FGI China, Ltd. | ● A PRC limited liability company |
| ||
● Incorporated on August 19, 2021 | International, Limited | |||
● Sourcing and product development | ||||
FGI United Kingdom Ltd | ● An UK company |
| ||
● Incorporated on December 10, 2021 | Investment Limited | |||
● Sales and distribution in UK |
Reorganization
On January 27, 2022, the following reorganization steps were completed: (i) the incorporation of FGI Europe Investment Limited (“FGI Europe”), FGI International, Limited (“FGI International”) and FGI China, Ltd., (ii) FGI Industries, Inc. (formerly Foremost Groups, Inc.) (“FGI Industries”), which operates the kitchen and bath (“KB”) sales and distribution business in the United States and, through its wholly-owned Canadian subsidiary, Foremost International Limited, in Canada, distributed
11
Equipment Inc. (“FKB”), which operates a separate furniture line of business, to Foremost Groups Ltd. (“Foremost”), FGI Industries’ sole shareholder; (iii) Foremost is expected to contribute the FKB shares to Foremost Home Inc. (“FHI”), a newly-formed wholly-owned subsidiary of Foremost; and (iv) Foremost contributed
Immediately before and after the proposed Reorganization, each of the Company, FGI Industries, FGI Europe and FGI International, and each of their respective subsidiaries was and remains ultimately controlled by Foremost. As such, the accompanying unaudited condensed consolidated financial statements include the assets, liabilities, revenue, expenses and cash flows that are directly attributable to the KB Business (excluded otherwise) before the Reorganization. The unaudited condensed consolidated financial statements are presented as if the Company had been in existence and the Reorganization had been in effect during the entirety of the three months ended March 31, 2022 and 2021. However, such presentation may not necessarily reflect the results of operations, financial position and cash flows if the KB Business had actually existed on a stand-alone basis during the periods presented before the completion of the Reorganization.
On January 14, 2022 FGI Industries, a wholly-owned subsidiary of the Company, entered into a shared services agreement (the “FHI Shared Services Agreement”) with Foremost Home Industries, Inc., a newly-formed wholly-owned subsidiary of Foremost (“FHI”). Pursuant to the FHI Shared Services Agreement, FGI Industries provides FHI with general and administrative services, information technology systems services and human resources services, as well as warehouse space services and supply chain services in the United States. Under the FHI Shared Services Agreement, FHI will reimburse any reasonable and documented out-of-pocket fees incurred by FGI Industries as well as pay a service fee for each service. For warehouse services, FHI will pay FGI Industries a $
On January 14, 2022, the Company entered into a shared services agreement (the “Worldwide Shared Services Agreement”) with Foremost Worldwide Co., Ltd. (“Foremost Worldwide”) pursuant to which Foremost Worldwide provides FGI Industries with general and administrative services, information technology system services and human resources services, in Taiwan. The terms of the Worldwide Services Agreement as between the service provider and recipient are substantially identical to those of the FHI Shared Services Agreement, including calculation of service fees and termination provisions, with Foremost Worldwide providing services and FGI Industries paying Foremost Worldwide for such services.
The assets and liabilities have been stated at historical carrying amounts. Only those assets and liabilities that are specifically identifiable to the KB Business are included in the Company’s unaudited condensed consolidated balance sheets. The Company’s unaudited condensed consolidated statements of income and comprehensive income consist of all the revenues, costs and expenses of the KB Business, including allocations to selling and distribution expenses, general and administrative expenses, and research and development expenses, and which were incurred by FGI but related to the KB Business prior to the Reorganization.
All revenues and cost of revenues attributable to selling of KB products were allocated to the Company. Operating expenses were allocated to the Company based on employees and activities that are involved in the KB Business. Any expenses that were not directly attributable to any specific business were allocated to the Company based on the
12
proportion of the number of employees of the KB Business to the total number of employees of both the KB Business and FHI.
The following table sets forth the revenues, cost of revenues and operating expenses that were irrelevant to the KB Business allocated from FGI Industries to Foremost Home, Inc. for the three months ended March 31, 2022 and 2021, respectively. In accordance with SAB Topic 5.z.7, the Company retroactively reflected the Reorganization in its unaudited condensed consolidated financial statements since the spin-off transaction occurred prior to effectiveness of the registration statement.
For the Three Months Ended | |||||||
March 31, | |||||||
2022 | 2021 | ||||||
| USD |
| USD |
| |||
Revenues | $ | | $ | | |||
Cost of revenues |
| ( |
| ( | |||
Gross profit |
| |
| | |||
Selling and distribution expenses |
| ( |
| ( | |||
General and administrative expenses |
| ( |
| ( | |||
Research and development expenses |
| ( |
| ( | |||
Income from operations | $ | | $ | | |||
The following table sets forth the revenues, cost of revenues and operating expenses that were directly related to the KB Business allocated from Foremost Worldwide Co., Ltd., a wholly-owned subsidiary of Foremost, to FGI International for the three months ended March 31, 2022 and 2021, respectively.
For the Three Months Ended | |||||||
March 31, | |||||||
2022 | 2021 | ||||||
| USD |
| USD |
| |||
Revenues | $ | | $ | | |||
Cost of revenues |
| ( |
| ( | |||
Gross profit |
| |
| | |||
Selling and distribution expenses |
| ( |
| ( | |||
General and administrative expenses |
| ( |
| ( | |||
Research and development expenses |
| ( |
| ( | |||
Income from operations | $ | | $ | | |||
Income tax liability is calculated based on a separate return basis as if the KB Business had filed separate tax returns before the completion of the Reorganization. Immediately following the Reorganization, the KB Business began to file separate tax returns and report taxation based on the actual tax return of each legal entity.
Management believes the basis and amounts of these allocations are reasonable. While the expenses allocated to the Company for these items are not necessarily indicative of the expenses that would have been incurred if the Company had been a separate, stand-alone entity, the Company does not believe that there is any significant difference between the nature and amounts of these allocated expenses and the expenses that would have been incurred if the Company had been a separate, stand-alone entity.
Note 2 — Summary of significant accounting policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results of operations for the three months
13
ended March 31, 2022 are not necessarily indicative of results to be expected for the full year of 2022. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2021 and 2020.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries are those entities which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at a meeting of directors.
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, deferred taxes and uncertain tax position. Actual results could differ from these estimates.
Foreign currency translation and transaction
The functional currencies of the Company and its subsidiaries are the local currency of the country in which the subsidiaries operate, except for FGI International which is incorporated in Hong Kong while adopting the United States Dollar (“U.S. Dollar” or “USD”) as its functional currency. The reporting currency of the Company is the U.S. Dollar. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. The results of operations and the cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in the unaudited condensed consolidated statements of changes in shareholders’ equity. Transaction gains and losses arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency in the unaudited condensed consolidated statements of income and comprehensive income.
For the purpose of presenting the financial statements of subsidiaries using the Renminbi (“RMB”) as their functional currency, the Company’s assets and liabilities are expressed in U.S. Dollars at the exchange rate on the balance sheet date, which was
For the purpose of presenting the financial statements of the subsidiary using the Canadian Dollar (“CAD”) as its functional currency, the Company’s assets and liabilities are expressed in U.S. Dollars at the exchange rate on the balance sheet date, which was
14
For the purpose of presenting the financial statements of the subsidiary using the Euro (“EUR”) as its functional currency, the Company’s assets and liabilities are expressed in U.S. Dollars at the exchange rate on the balance sheet date, which was
Cash
Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions that have original maturities of three months or less. The Company did
Accounts receivable, net
Bills and trade receivables include trade accounts due from customers. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
Inventories, net
Inventories are stated at the lower of cost and net realizable value. Cost consists of purchase price and related shipping and handling expenses, and is determined using the weighted average cost method, based on individual products. The methods of determining inventory costs are used consistently from year to year. A provision for slow-moving items is calculated based on historical experience. Management reviews this provision annually to assess whether, based on economic conditions, it is adequate.
Prepayments
Prepayments are cash deposited or advanced to suppliers for the purchase of goods or services that have not been received or provided. This amount is refundable and bears no interest. Prepayments and deposits are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.
Property and equipment, net
Property and equipment are stated at cost net of accumulated depreciation and impairment. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows:
| Useful Life | |
Leasehold Improvements |
| |
Machinery and equipment |
| |
Furniture and fixtures |
| |
Vehicles |
| |
Molds |
|
Intangible assets, net
The Company’s intangible assets with definite useful lives primarily consist of software acquired for internal use. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these
15
assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the estimated useful lives of
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with definite useful lives, are reviewed for impairment whenever material events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of an asset based on the undiscounted future cash flows the asset is expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2022 and December 31, 2021,
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right- of-use assets, net (“ROU assets”), operating lease liabilities — current and operating lease liabilities — noncurrent on the unaudited condensed consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the duration of the lease term while lease liabilities represent the Company’s obligation to make lease payments in exchange for the right to use an underlying asset. ROU assets and lease liabilities are measured based on the present value of fixed lease payments over the lease term at the commencement date. The ROU asset also includes any lease payments made prior to the commencement date and initial direct costs incurred, and is reduced by any lease incentives received. The Company reviews its ROU assets as material events occur or circumstances change that would indicate the carrying amount of the ROU assets are not recoverable and exceed their fair values. If the carrying amount of an ROU asset is not recoverable from its undiscounted cash flows, then the Company would recognize an impairment loss for the difference between the carrying amount and the current fair value.
As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate on the commencement date of the lease as the discount rate in determining the present value of future lease payments. The Company determines the incremental borrowing rate for each lease by using the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when there are relevant economic incentives present that make it reasonably certain that the Company will exercise that option. The Company accounts for any non- lease components separately from lease components.
Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Fair Value Measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels of the fair value hierarchy are as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Revenue recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
The Company generates revenues from sales of KB products, and recognizes revenue as control of its products is transferred to its customers, which is generally at the time of shipment or upon delivery based on the contractual terms with the Company’s customers. The Company’s customers’ payment terms generally range from
The Company provides customer programs and incentive offerings, including co-operative marketing arrangements and volume-based incentives. These customer programs and incentives are considered variable consideration. The Company includes in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved. This determination is made based upon known customer program and incentive offerings at the time of sale, and expected sales volume forecasts as it relates to the Company’s volume- based incentives. This determination is updated on a monthly basis.
Certain product sales include a right of return. The Company estimates future product returns at the time of sale based on historical experience and records a corresponding reduction in accounts receivable.
The Company records receivables related to revenue when it has an unconditional right to invoice and receive payment.
The Company’s disaggregated revenues are summarized as follows:
For the Three Months Ended | |||||||
March 31, | |||||||
2022 | 2021 | ||||||
| USD |
| USD |
| |||
Revenues by product line |
|
|
| ||||
Sanitaryware | $ | | $ | | |||
Bath Furniture |
| |
| | |||
Others |
| |
| | |||
Total | $ | | $ | | |||
17
For the Three Months Ended | |||||||
March 31, | |||||||
2022 | 2021 | ||||||
| USD |
| USD |
| |||
Revenues by geographic location | |||||||
United States | $ | | $ | | |||
Canada |
| |
| | |||
Europe |
| |
| | |||
Total | $ | | $ | | |||
Share-based compensation
The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All of the Company’s share- based awards were classified as equity awards and are recognized in the unaudited condensed consolidated financial statements based on their grant date fair values.
The Company has elected to recognize share-based compensation using the straight-line method for all share-based awards granted over the requisite service period, which is the vesting period. The Company accounts for forfeitures as they occur in accordance with ASU No. 2016-09, “Compensation — Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting.” The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the stock options granted to employees. The Black-Scholes Model was applied in determining the estimated fair value of the options granted to employees and non-employees.
Income Taxes
Deferred taxes are recognized based on the future tax consequences of the differences between the carrying value of assets and liabilities and their respective tax bases. The future realization of deferred tax assets depends on the existence of sufficient taxable income in future periods. Possible sources of taxable income include taxable income in carryback periods, the future reversal of existing taxable temporary differences recorded as a deferred tax liability, tax-planning strategies that generate future income or gains in excess of anticipated losses in the carryforward period and projected future taxable income.
If, based upon all available evidence, both positive and negative, it is more likely than not (i.e., more than 50 percent likely) that such deferred tax assets will not be realized, a valuation allowance is recorded. Significant weight is given to positive and negative evidence that is objectively verifiable. A company’s three- year cumulative loss position is significant negative evidence in considering whether deferred tax assets are realizable, and the accounting guidance restricts the amount of reliance we can place on projected taxable income to support the recovery of the deferred tax assets.
The current accounting guidance allows the recognition of only those income tax positions that have a greater than 50 percent likelihood of being sustained upon examination by the taxing authorities. The Company believes that there is an increased potential for volatility in its effective tax rate because this threshold allows for changes in the income tax environment and, to a greater extent, the inherent complexities of income tax law in a substantial number of jurisdictions, which may affect the computation of its liability for uncertain tax positions.
The Company records interest and penalties on our uncertain tax positions in income tax expense.
We record the tax effects of Foreign Derived Intangible Income (FDII) and Global Intangible Low-Taxed Income (GILTI) related to our foreign operations as a component of income tax expense in the period in which the tax arises.
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Comprehensive income
Comprehensive income consists of two components: net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income consists of a foreign currency translation adjustment resulting from certain of the Company’s subsidiaries not using the U.S. Dollar as their functional currencies.
Earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Segment reporting
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
Recently issued accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” amending the accounting for the impairment of financial instruments, including trade receivables. Under previous guidance, credit losses were recognized when the applicable losses had a probable likelihood of occurring and this assessment was based on past events and current conditions. The amended current guidance eliminates the “probable” threshold and requires an entity to use a broader range of information, including forecast information when estimating expected credit losses. Generally, this should result in a more timely recognition of credit losses. This guidance became effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted for interim and annual periods beginning after December 15, 2018. The requirements of the amended guidance should be applied using a modified retrospective approach except for debt securities, which require a prospective transition approach. In November 2019, the FASB issued ASU 2019-10, which finalized the delay of such effective date to fiscal years beginning after December 15, 2022 for private and all other companies, including emerging growth companies. As an emerging growth company, the Company plans to
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The
The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined not to be applicable.
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Note 3 — Accounts receivable, net
Accounts receivable, net consisted of the following:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Accounts receivable | $ | | $ | | ||
Allowance for doubtful accounts |
| ( |
| ( | ||
Accrued defective return and discount |
| ( |
| ( | ||
Accounts receivable, net | $ | | $ | | ||
Movements of allowance for doubtful accounts are as follows:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Beginning balance | $ | | $ | | ||
Addition |
| |
| | ||
Ending balance | $ | | $ | | ||
Movements of accrued defective return and discount accounts are as follows:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Beginning balance | $ | | $ | | ||
Provision |
| ( |
| | ||
Ending balance | $ | | $ | | ||
Note 4 — Inventories, net
Inventories, net consisted of the following:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Finished product | $ | | $ | | ||
Reserves for slow-moving inventories |
| ( |
| ( | ||
Inventories, net | $ | | $ | | ||
Movements of inventory reserves are as follows:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Beginning balance | $ | | $ | | ||
(Reversal) |
| ( |
| ( | ||
Ending balance | $ | | $ | | ||
20
Note 5 — Prepayments and other assets
Prepayments and other assets consisted of the following:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Prepayments | $ | | $ | | ||
Others |
| |
| | ||
Total prepayments and other assets | $ | | $ | | ||
Note 6 — Property and equipment, net
Property and equipment, net consist of the following:
As of | As of | |||||
| March 31, 2022 |
| December 31, 2021 | |||
| USD | USD | ||||
Leasehold Improvements | $ | | $ | | ||
Machinery and equipment |
| |
| | ||
Furniture and fixtures |
| |
| | ||
Vehicles |
| |
| | ||
Molds |
| |
| | ||
Subtotal |
| |
| | ||
Less: accumulated depreciation |
| ( |
| ( | ||
Total | $ | | $ | | ||
Depreciation expense for the three months ended March 31, 2022 and 2021 amounted to $
Note 7 — Leases
The Company has operating leases primarily for corporate offices, warehouses and showrooms. As of March 31, 2022, the Company’s leases have remaining lease terms up to
The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets:
As of | As of | |||||
March 31, 2022 | December 31, 2021 | |||||
| USD |
| USD | |||
Operating lease right-of-use assets | $ | | $ | | ||
Operating lease liabilities – current | $ | | $ | | ||
Operating lease liabilities – noncurrent |
| |
| | ||
Total operating lease liabilities | $ | | $ | | ||
21
Information relating to the lease term and discount rate are as follows:
| As of |
| As of |
| |
| March 31, 2022 |
| December 31, 2021 |
| |
Weighted-average remaining lease term |
|
|
|
| |
Operating leases |
|
| |||
Weighted-average discount rate |
|
|
|
| |
Operating leases |
| | % | | % |
As of March 31, 2022, the maturities of operating lease liabilities were as follows:
For the years ending December 31, |
| ||
2022 | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
Total lease payments |
| | |
Less: imputed interest |
| ( | |
Present value of lease liabilities | $ | |
Note 8 — Short-term loans
Bank loan
FGI Industries (formerly named Foremost Groups, Inc.) has a line of credit agreement (the “Credit Agreement”) with East West Bank, which is collateralized by all of the assets of FGI Industries and personally guaranteed by Liang Chou Chen, who holds approximately
Pursuant to the Credit Agreement, FGI Industries is required to maintain (a) a debt coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, divided by current portion of long-term debt plus interest expense) of not less than
The loan bears interest at a rate per annum equal to
22
Each sum of borrowings under the Credit Agreement is deemed due on demand and is classified as a short-term loan. The outstanding balance of such loan was $
PPP loan
On April 9, 2020, Foremost Groups, Inc. entered into a loan agreement in connection with the Paycheck Protection Program (“PPP”) and received proceeds of approximately $
Note 9 — Shareholders’ Equity
FGI was incorporated in the Cayman Islands on May 26, 2021 in connection with the planned Reorganization, as described in Note 1. The Company is authorized to issue
On January 27, 2022, the Company completed the Reorganization upon the consummation of the initial public offering (“IPO”). After the Reorganization and the IPO, the Company’s authorized share capital is $
Initial Public Offering
On
For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company granted a
23
equity are not considered derivatives. The Warrants were recorded at their fair value on the date of grant as a component of equity.
The aggregated fair value of these Warrants on January 27, 2022 was $
The gross proceeds from the IPO were approximately $
Public Offering Warrants
In connection with and upon the closing of the IPO on January 27, 2022, the Company issued warrants equal to
The aggregated fair value of these IPO warrants on January 27, 2022 was $
Note 10 — Stock-based compensation
2021 Equity Plan and Employee Stock Purchase Plan
On October 7, 2021, the board of directors adopted the 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan permits the grant of equity and equity-based incentive awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, stock unit awards and other stock-based awards. The purpose of the 2021 Equity Plan is to attract and retain the best available personnel for positions of responsibility within the Company, to provide additional incentives to them to align their interests with those of the Company’s shareholders and to thereby promote the Company’s long-term business success.
On October 7, 2021, the board approved the adoption of the FGI Industries Ltd. Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by the Company’s shareholders on October 7, 2021, and became effective on the effective date of the Company’s consummation of the IPO of its ordinary shares. The ESPP offers eligible employees the opportunity to acquire a stock ownership interest in the Company through periodic payroll deductions that will be applied towards the purchase of ordinary shares at a discount from the then-current market price.
The board set the maximum aggregate number of ordinary shares reserved and available pursuant to the 2021 Equity Plan at
24
The Company believes the options or awards granted contain an explicit service condition and a performance condition. Under ASC 718-10-55-76, if the vesting (or exercisability) of an award is based on the satisfaction of both a service and performance condition, the entity must initially determine which outcomes are probable and recognize the compensation cost over the longer of the explicit or implicit service period. Because an initial public offering generally is not considered to be probable until the initial public offering is effective,
On January 27, 2022, the board of directors approved the issuance of
On March 24, 2022, the board of directors approved the issuance of
The Company has elected to recognize share-based compensation expense using a straight-line method for all the employee equity awards granted with graded vesting based on service conditions, provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant date fair value of the equity awards that are vested at that date.
Employees
The options granted to employees are measured based on the grant date fair value of the equity instrument. They are accounted for as equity awards and contain only service vesting conditions. The following table summarizes the Company’s employee share option activities:
|
|
| Weighted |
| Weighted |
| ||||
Weighted | Average | Average | ||||||||
Average | Grant date | Remaining | Aggregate | |||||||
Number of | Exercise | Fair | Contractual | Intrinsic | ||||||
Options | Price | Value | Term | Value | ||||||
US$ per | US$ per | |||||||||
option | option | Years | US$ | |||||||
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| (Unaudited) | |
Share options outstanding at December 31, 2021 |
| |
| |
| — |
| — |
| — |
Granted |
| |
| |
| |
|
| | |
Share options outstanding at March 31, 2022 |
| |
| |
| |
|
| | |
Vested and exercisable at March 31, 2022 |
| — |
| — |
| — |
| — |
| — |
The aggregate intrinsic value in the table above represents the difference between the exercise price of the awards and the fair value of the underlying ordinary shares at each reporting date for those awards that had exercise prices below the estimated fair value of the relevant ordinary shares.
For the three months ended March 31, 2022 and 2021, the total fair value of options awarded was $
25
Fair value of options
The Company used the Black-Scholes simplified method for the three months ended March 31, 2022. The assumptions used to value the options granted to employees were as follows:
| For the three months ended | ||||
March 31, | |||||
2022 | 2021 | ||||
Risk-free interest rate |
| | % | — | |
Expected volatility range |
| | % | — | |
Fair market value per ordinary share as at grant dates | $ | |
| — | |
The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant for a term consistent with the contractual term of the awards. Expected volatility is estimated based on the volatility of ordinary shares or common stock of several comparable companies in the same industry. The expected exercise multiple is based on management’s estimation, which the Company believes is representative of the future.
The following table sets forth the amount of share-based compensation expense included in each of the relevant financial statement line items:
For the three months ended | ||||
March 31, | ||||
| 2022 |
| 2021 | |
US$ | US$ | |||
(Unaudited) | (Unaudited) | |||
Selling and marketing expenses | | — | ||
General and administrative expenses |
| |
| — |
Total share-based compensation expenses |
| |
| — |
As of March 31, 2022, there was $
26
Note 11 — Income taxes
The source of pre-tax income and the components of income tax expense are as follows:
For the Three Months Ended | |||||||
March 31, | |||||||
| 2022 |
| 2021 |
| |||
USD | USD | ||||||
Income components | |||||||
United States | $ | ( | $ | | |||
Outside United States |
| |
| | |||
Total pre-tax income | $ | | $ | | |||
Provision for income taxes |
|
|
|
| |||
Current |
|
|
|
| |||
Federal | $ | — | $ | | |||
State |
| |
| | |||
Foreign |
| |
| | |||
| |
| | ||||
Deferred |
|
|
|
| |||
Federal |
| ( |
| | |||
State |
| ( |
| | |||
Foreign |
| — |
| — | |||
| ( |
| | ||||
Total provision for income taxes | $ | | $ | | |||
Reconciliations between taxes at the U.S. federal income tax rate and taxes at the Company’s effective income tax rate on earnings before income taxes are as follows:
For the Three Months Ended |
| |||||
March 31, |
| |||||
| 2022 |
| 2021 |
| ||
Federal statutory rate | | % | | % | ||
(Decrease) increase in tax rate resulting from: |
|
|
| |||
State and local income taxes, net of federal benefit | ( |
| | |||
Foreign operations | ( |
| ( | |||
Permanent items | |
| ( | |||
Foreign dividends and earnings taxable in the United States | — |
| | |||
Others | |
| | |||
Effective tax rate | | % | | % | ||
27
The following is a summary of the components of the net deferred tax assets and liabilities recognized in the consolidated balance sheets:
| As of |
| As of | |||
March 31, 2022 | December 31, 2021 | |||||
USD | USD | |||||
Deferred tax assets |
|
|
|
| ||
Allowance for doubtful accounts | $ | | $ | | ||
Other reserve |
| |
| | ||
Accrued expenses |
| |
| | ||
Lease liability |
| |
| | ||
Charitable contributions |
| |
| | ||
Business interest limitation |
| |
| | ||
Net operating loss – federal |
| |
| | ||
Net operating loss – state |
| |
| | ||
Other |
| |
| | ||
Total deferred tax assets |
| |
| | ||
Less: valuation allowance |
| — |
| — | ||
Net deferred tax assets |
| |
| | ||
Deferred tax liabilities |
|
|
|
| ||
Fixed assets |
| |
| | ||
Intangibles |
| |
| | ||
Total deferred tax liabilities |
| |
| | ||
Deferred tax assets, net of deferred tax liabilities | $ | | $ | | ||
The deferred tax assets related to the Company’s net operating losses as of March 31, 2022 and December 31, 2021 have no expiration date.
Note 12 — Related party transactions and balances
Prepayments — related parties
|
| Nature of |
| March 31, |
| December 31, | ||||
Name of Related Party | Relationship | transactions | 2022 | 2021 | ||||||
USD | USD | |||||||||
Rizhao Foremost Woodwork Manufacturing Co., Ltd. |
| An entity under common control |
| Purchase | $ | | $ | | ||
Focal Capital Holding Limited |
| An entity under common control |
| Purchase |
| |
| | ||
$ | | $ | | |||||||
Other receivables — related parties
|
| Nature of |
| March 31, |
| December 31, | ||||
Name of Related Party | Relationship | transactions | 2022 | 2021 | ||||||
USD | USD | |||||||||
Foremost Xingye Business Consultancy (Shenzhen) Co., Ltd. |
| An entity under common control |
| Miscellaneous | $ | ( | $ | | ||
Foremost Home Inc. | An entity under common control | Miscellaneous | $ | | $ | — | ||||
Foremost Worldwide Co.,Ltd | An entity under common control | Miscellaneous | $ | | $ | — | ||||
| | |||||||||
28
Loan guarantee by a related party
Liang Chou Chen holds approximately
Note 13 — Concentrations of risks
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and restricted cash. The Canadian Deposit Insurance Corporation pays compensation up to a limit of CAD
The Company is also exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
Customer concentration risk
For the three months ended March 31, 2022, two customers accounted for
As of March 31, 2022, three customers accounted for
Vendor concentration risk
For the three months ended March 31, 2022, Tangshan Huida Ceramic Group Co., Ltd (“Huida”) accounted for
As of March 31, 2022, Huida accounted for
29
Note 14 — Commitments and contingencies
Litigation
From time to time, the Company is involved in legal and regulatory proceedings that are incidental to the operation of its businesses. These proceedings may seek remedies relating to matters including environmental, tax, intellectual property, acquisitions or divestitures, product liability, property damage, personal injury, privacy, employment, labor and pension, government contract issues and commercial or contractual disputes. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including management’s assessment of the merits of the particular claims, the Company does not believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on its results of operations or financial condition.
Note 15 — Segment information
The Company follows ASC 280, “Segment Reporting,” which requires that companies disclose segment data based on how management makes decisions about allocating resources to each segment and evaluating their performances. The Company has
Note 16 — Subsequent events
On April 13, 2022, the board of directors approved the issuance of
On April 13, 2022, the board of directors approved the issuance of
30
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The disclosures in this Quarterly Report on Form 10-Q are complementary to those made in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (the “2021 Form 10-K”). You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report on Form 10-Q as well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2021 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q and of our 2021 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All amounts in Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.
Overview
FGI is a global supplier of kitchen and bath products. Over the course of 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 RR 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.
Consistent with our long-term strategic plan, we intend to drive value creation for our shareholders through a balanced focus on product innovation, organic growth, and efficient capital deployment. The following initiatives represent key strategic priorities for us in 2022:
| ● | Commitment to product innovation. We have a history of being an innovator in the kitchen and bath markets and developing “on-trend” products and bringing them to market ahead of the competition. We have developed deep marketing skills, leading design capabilities, and product development expertise. A recent example of our innovative product development includes the Jetcoat Shower wall systems, which offer a stylized design option without the fuss of messy grout. We expect to continue to invest in research and development to drive product innovation in 2022. |
| ● | “BPC” (Brands, Products, Channels) strategy to drive above-market organic growth. We are focused on increasing the mix of Branded products as a percentage of sales, which is expected to result in larger available markets and gross margin expansion. Our owned brands grew to nearly 40% of sales as of year-end 2021, up from less than 1% at the end of 2010. We are focused on expanding our position in channels such as e-commerce, providing for additional growth opportunities with existing brick and mortar customers, as well as expanding with e-commerce customers. The e-commerce channel accounted for 21% of sales in 2020, up from only 2% at the end of 2010. |
| ● | Drive margin expansion. Margin expansion remains a key pillar of our value creation focus. We believe our BPC strategy will support enhanced margins through growth in branded products, new product categories, and new channels. Headwinds from supply chain disruptions and inflationary pressures impacted operating margins in 2021; however, we have recently adopted measures to offset these challenges, and expect to resume margin expansion in the back half of 2022 as these initiatives take hold. |
| ● | Efficient capital deployment. We benefit from a capital-light business model allowing us to generate strong free cash flow conversion. We expect to utilize our strong free cash flow to re-invest in the core business and drive growth through existing brand development and new product category expansion. We will also look for selective bolt-on acquisition opportunities, over time, focused within the core kitchen and bath end markets. We plan to maintain a disciplined approach to capital deployment, with most material internal investments currently subject to a company-wide 20%+ expected return on capital hurdle rate. |
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| ● | Deep manufacturing partners and customer relationships. We have developed strong manufacturing and sourcing partners over the last 30+ years, which we believe will continue to give us a competitive advantage in the markets we serve. We also have deep relationships with an established global customer base, offering end-to-end solutions to support category growth. While recent supply chain and inflation pressures have been a headwind, our durable partnerships with manufacturing and sourcing partners have helped to mitigate these challenges. |
We were incorporated in the Cayman Islands on May 26, 2021 in connection with a reorganization (the “Reorganization”) of our parent company, Foremost Groups Ltd. (“Foremost”), and its affiliates, pursuant to which, among other actions, Foremost contributed all of its equity interests in FGI Industries, Inc. (“FGI Industries”), FGI Europe Investment Limited, an entity formed in the British Virgin Islands, and FGI International, Limited, an entity formed under the laws of Hong Kong, each a wholly-owned subsidiary of Foremost, to the newly formed FGI Industries Ltd. Foremost was established in 1987 and has become a global leader in kitchen and bath design, indoor and outdoor furniture, food service equipment, and manufacturing. This discussion, and any financial information and results of operations discussed herein, refers to the assets, liabilities, revenue, expenses and cash flows that are directly attributable to the kitchen and bath business of Foremost before the completion of the Reorganization and are presented as if we had been in existence and the Reorganization had been in effect for the entirely of each of the periods presented.
Results of Operations
For the Three Months Ended March 31, 2022 and 2021
The following table summarizes the results of our operations for the three months ended March 31, 2022 and 2021 and provides information regarding the dollar and percentage increase (decrease) during such periods.
For the three months ended | |||||||||||
March 31, | Change | ||||||||||
2022 | 2021 | Amount | Percentage | ||||||||
| USD |
| USD |
| USD |
| % | ||||
Revenues | $ | 43,575,239 |
| $ | 36,375,689 |
| $ | 7,199,550 |
| 19.8 | |
Cost of revenues |
| 36,050,653 |
| 29,058,658 |
| 6,991,995 |
| 24.1 | |||
Gross profit |
| 7,524,586 |
| 7,317,031 |
| 207,555 |
| 2.8 | |||
Selling and distribution expenses |
| 4,677,352 |
| 3,940,470 |
| 736,882 |
| 18.7 | |||
General and administrative expenses |
| 1,842,807 |
| 1,359,022 |
| 483,785 |
| 35.6 | |||
Research and development expenses |
| 313,681 |
| 133,768 |
| 179,913 |
| 134.5 | |||
Income from operations |
| 690,746 |
| 1,883,771 |
| (1,193,025) |
| (63.3) | |||
Operating margins |
| 1.6 | % |
| 5.2 | % |
| (360) | bps |
| |
Total other (expenses) income, net |
| (32,876) |
| 1,533,130 |
| (1,566,006) |
| 102.1 | |||
Provision for income taxes |
| 127,677 |
| 455,487 |
| (327,810) |
| (72.0) | |||
Net income | $ | 530,193 | $ | 2,961,414 | $ | (2,431,221) |
| (82.1) | |||
Adjusted income from operations(1) | $ | 923,058 | $ | 1,999,671 | $ | (1,076,613) |
| (53.8) | |||
Adjusted operating margins(1) |
| 2.1 | % |
| 5.5 | % |
| (340) | bps | — | |
Adjusted net income(1) | $ | 720,689 | $ | 1,678,114 | $ | (957,425) |
| (57.1) | |||
| (1) | See “Non-GAAP Measures” below for more information on our use of these adjusted figures and a reconciliation of these financial measures to their closest U.S. generally accepted accounting principles (“GAAP”) comparators. |
Revenues
Our revenues increased by $7.2 million, or 19.8%, to $43.6 million for the three months ended March 31, 2022, from $36.4 million for the three months ended March 31, 2021. The growth in our revenues was primarily attributable to
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strong growth in Sanitaryware and Other product categories, partially offset by declines in Bath Furniture. Revenue categories by product are summarized as follows:
| For the three months ended March 31, |
| Change | |||||||||
| 2022 | Percentage | 2021 | Percentage | Percentage | |||||||
| USD |
| % |
| USD |
| % |
| % | |||
Sanitaryware | $ | 28,179,193 |
| 64.7 |
| 22,805,413 |
| 62.7 |
| 23.6 | ||
Bath Furniture |
| 10,115,812 |
| 23.3 |
| 11,482,661 |
| 31.6 |
| (11.9) | ||
Other |
| 5,280,234 |
| 12.0 |
| 2,087,615 |
| 5.7 |
| 152.9 | ||
Total | $ | 43,575,239 |
| 100.0 | $ | 36,375,689 |
| 100.0 |
| 19.8 | ||
We derive the majority of our revenues from sales of Sanitaryware, which accounted for 64.7% and 62.7% of our total revenues for the three months ended March 31, 2022 and 2021, respectively. Revenues generated from the sales of Sanitaryware increased by 23.6% to $28.2 million for the three months ended March 31, 2022, from $22.8 million for the three months ended March 31, 2021. The increase in sales for this product line was primarily driven by continued volume strength in the pro channel.
Our revenues from bath furniture sales decreased by 11.9% to $10.1 million for the three months ended March 31, 2022, from $11.5 million for the three months ended March 31, 2021. Bath Furniture sales accounted for 23.3% and 31.6% of our total revenue for the three months ended March 31, 2022 and 2021, respectively. Volumes in Bath Furniture were up year-over-year; however, a less favorable product mix weighed on revenues. In addition, we experienced some order delays as certain customers had to push out orders into the second quarter of 2022 due to warehousing and supply chain issues. This is a timing issue, and we expect to ship the orders in the coming quarters.
The revenues from sales of other products (shower systems and custom kitchen cabinetry) increased by 152.9% to $5.3 million for the three months ended March 31, 2022 from $2.1 million for the three months ended March 31, 2021. The increase was primarily driven by volume growth resulting from continued strength in sales of the Jetcoat Shower wall systems.
We derive our revenues from the United States, Canada and Europe. Revenue categories by geographic location are summarized as follows:
For the three months ended March 31, | Change | |||||||||||
2022 | Percentage | 2021 | Percentage | Percentage | ||||||||
| USD |
| % |
| USD |
| % |
| % | |||
United States |
| $ | 27,353,195 |
| 62.8 |
| 22,081,821 |
| 60.7 |
| 23.9 | |
Canada |
| 12,296,002 |
| 28.2 |
| 9,558,196 |
| 26.3 |
| 28.6 | ||
Europe |
| 3,926,042 |
| 9.0 |
| 4,735,672 |
| 13.0 |
| (17.1) | ||
Total | $ | 43,575,239 |
| 100.0 | $ | 36,375,689 |
| 100.0 |
| 19.8 | ||
We generated the majority of our revenues in the United States market, which amounted to $27.4 million for the three months ended March 31, 2022 and $22.1 million for the three months ended March 31, 2021, representing a 23.9% increase. These revenues accounted for 62.8% and 60.7% of our total revenues for the three months ended March 31, 2022 and 2021, respectively. The increase in the U.S. market was primarily driven by strong demand in the pro channel on our Sanitary category along with improving demand in the RR markets.
Our second largest market is Canada. Our revenues generated in the Canadian market were $12.3 million and $9.6 million for the three months ended March 31, 2022 and 2021, respectively, representing a 28.6% increase. The increase was primarily driven by strong demand in both retail and wholesale markets, as compared to delayed shipments during the corresponding period last year.
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We also derive a small portion of our revenue from Europe, which consists primarily of sales in Germany. This amounted to $3.9 million and $4.7 million for the three months ended March 31, 2022 and 2021, respectively, representing a 17.1% decrease. The decrease in sales represented softer demand from the impact of the COVID-19 pandemic.
Gross Profit
Our gross profit increased by $0.2 million, or 2.8%, to $7.5 million for the three months ended March 31, 2022, from $7.3 million for the three months ended March 31, 2021. The increase in gross profit was primarily driven by the growth of sales, which we attribute to strong demand in the pro channel and RR markets in the U.S. and Canada.
Gross profit as a percentage of our sales decreased across all of our product lines to 17.3% for the three months ended March 31, 2022, as compared to 20.1% for the three months ended March 31, 2021. The reduction in our gross margin percentage is primarily attributable to the impact of higher raw materials and higher freight charges associated with recent global supply chain issues. While gross profit margin was down year-over-year, the Company is beginning to see the benefits of measures put in place to offset recent margin headwinds, as first quarter 2022 gross profit margin was up 277 basis points from the fourth quarter of 2021.
Operating Expenses
Selling and distribution expenses primarily consisted of personnel costs, marketing and promotion costs, commission, and freight and leasing charges. Our selling and distribution expenses increased by $0.7 million, or 18.7%, to $4.7 million for the three months ended March 31, 2022, from $3.9 million for the three months ended March 31, 2021. The increase in selling and distribution expenses was a result of the growth in our sales, which led to an increase in commission, product display, logistics and warehouse costs. In addition, business sales activities are gradually returning to pre-COVID-19 levels, which led to increases in marketing, trade shows and travel.
General and administrative expenses primarily consisted of personnel costs, professional service fees, depreciation, travel, and office supply expenses. Our general and administrative expenses increased by $0.5 million, or 35.6%, to $1.8 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. The increase was primarily attributable to incremental public company costs and a one-time IPO bonus.
Research and development expenses mainly consisted of personnel costs and product development costs. Our research and development activities remained stable and are relatively immaterial to our unaudited condensed consolidated statements of income and comprehensive income.
Other Income (Expenses)
Other income (expenses) decreased by $1.6 million, or (102.1)%, to less than $(0.1) million for the three months ended March 31, 2022, from $1.5 million for the three months ended March 31, 2021. This decrease was the result of one-time income recognized in the first quarter of 2021 upon the forgiveness of the PPP loan .
Provision for Income Taxes
We recorded income tax expense of $0.1 million for the three months ended March 31, 2022, and $0.5 million for the three months ended March 31, 2021. The decrease resulted from the decrease in our reported income before taxes of $2.8 million, or 80.7%.
Net Income
Our net income decreased by $2.4 million, or 82.1%, to $0.5 million for the three months ended March 31, 2022, from $3.0 million for the three months ended March 31, 2021. This increase was a result of the combination of the changes discussed above.
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Liquidity and Capital Resources
Our principal sources of liquidity are cash generated from operating activities and cash borrowed under credit facilities, which we believe provides sufficient liquidity to support our financing needs. As of March 31, 2022 and December 31, 2021, we had cash and cash equivalents of $8.8 million and $3.9 million, respectively. We had working capital of $13.8 million as of March 31, 2022 compared to $1.4 million as of December 31, 2021. On January 27, 2022, we closed an underwritten public offering of 2.5 million units consisting of ordinary shares and warrants and received net proceeds, after commissions and expenses, of approximately $12.4 million.
We believe our revenues and operations will continue to grow and the current working capital is sufficient to support our operations and debt obligations well into the foreseeable future. However, we may need additional cash resources in the future if we experience changes in business conditions or other developments and may also need additional cash resources in the future if we wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. For example, from time to time we may provide loans or other operational support to Foremost to assist Foremost in capital expenditures or other efforts related to the manufacturing services that Foremost provides to us, which could limit the assets available for other corporate purposes or require additional resources. If it is determined that the cash requirements exceed our amount of cash on hand, we may seek to issue debt or equity securities.
As of March 31, 2022, our total debt is represented by a credit facility with East West Bank.
East West Bank Credit Facility
Our wholly owned subsidiary, FGI Industries (formerly named Foremost Groups, Inc.), has a line of credit agreement (the “Credit Agreement”) with East West Bank, which is collateralized by all of the assets of FGI Industries and personally guaranteed by Liang Chou Chen, who holds approximately 49.75% of the voting control of Foremost. For the year ended December 31, 2018 and through September 30, 2019, the Credit Agreement allowed for borrowings up to $25,000,000, which previously included a discretionary loan in the amount of $3,000,000 that could only be drawn upon under certain circumstances as described in the Credit Agreement. The discretionary line expired on September 30, 2019. The non-discretionary line of credit was renewed through September 23, 2020, and maximum borrowings were decreased to $22,000,000. On August 13, 2020, the line of credit was renewed with an extended maturity date of September 23, 2022, and maximum borrowings were further decreased to $18,000,000.
Pursuant to the Credit Agreement, FGI Industries is required to maintain (a) a debt coverage ratio (defined as earnings before interest, taxes, depreciation and amortization divided by current portion of long-term debt plus interest expense) of not less than 1.25 to 1, tested at the end of each fiscal quarter; (b) an effective tangible net worth (defined as total book net worth plus minority interest, less amounts due from officers, shareholders and affiliates, minus intangible assets and accumulated amortization, plus debt subordinated to East West Bank) of not less than $10,000,000 for the quarter ended March 31, 2021 and thereafter; and (c) a total debt to tangible net worth ratio (defined as total liabilities divided by tangible net worth, which is defined as total book net worth plus minority interest, less loans to officers, shareholders, and affiliates minus intangible assets and accumulated amortization) not to exceed 4.0 to 1, tested at the end of each fiscal quarter. As of December 31, 2021, FGI Industries was not in compliance with this financial covenant; however, East West Bank provided a waiver for such non-compliance. As of March 31, 2022, East West Bank waived testing of this financial covenant.
The loan bears interest at a rate per annum equal to 0.25 percentage points above the Prime Rate as quoted by the Wall Street Journal. Under no circumstances will the interest rate on this loan be less than 3.250% per annum or more than the maximum rate allowed by applicable law. The interest rate as of March 31, 2022 and December 31, 2021 was 3.75% and 3.50%, respectively.
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Each sum of borrowings under the Credit Agreement is deemed due on demand and is classified as a short-term loan. The outstanding balance of such loan was $16,321,410 and $14,657,280 as of March 31, 2022 and December 31, 2021, respectively.
PPP Loan
On April 9, 2020, Foremost Group, Inc. entered into a loan agreement in connection with the Paycheck Protection Program (“PPP”) and received proceeds of approximately $1.68 million (the “PPP loan”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Interest on the loan accrued at a fixed interest rate of 1.0%. Under Section 1106 of the CARES Act, borrowers are eligible for forgiveness of principal and accrued interest on the loans to the extent that the proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utility costs, otherwise described as qualified expenses. During the year ended December 31, 2020, Foremost Groups, Inc. used all of the PPP loan proceeds to pay for qualified expenses. 100% of the PPP loan proceeds were used for payroll related expenses. Under the current provisions of the CARES Act, any recipient of a PPP loan may be subject to an audit by the U.S. Small Business Administration (“SBA”) to confirm it qualifies for the loan and that the proceeds were used for qualified expenses as prescribed by the PPP rules. Foremost Groups, Inc. submitted its application and supporting documentation for forgiveness on December 22, 2020. As of December 31, 2020, the balance of the PPP loan was included in the short-term loan on the consolidated balance sheet. On February 8, 2021, Foremost Groups, Inc. received approval of forgiveness of the PPP loan from the SBA. Upon such approval, the entire balance, including principal and interest, was forgiven and recorded as other income on our unaudited condensed consolidated statements of income and comprehensive income.
The following table summarizes the key components of our cash flows for the three months ended March 31, 2022 and 2021.
For the Three Months Ended March 31, | ||||||
2022 | 2021 | |||||
| USD |
| USD | |||
Net cash used in operating activities | $ | (9,066,727) | $ | (814,677) | ||
Net cash used in investing activities |
| (24,383) |
| (1,678) | ||
Net cash provided by (used in) financing activities |
| 14,034,930 |
| (1,375,776) | ||
Effect of exchange rate fluctuation on cash |
| (34,378) |
| 17,473 | ||
Net changes in cash |
| 4,909,442 |
| (2,174,658) | ||
Cash, beginning of period |
| 3,883,896 |
| 4,018,558 | ||
Cash, end of period | $ | 8,793,338 | $ | 1,843,900 | ||
Operating Activities
Net cash used in operating activities was approximately $9.1 million for the three months ended March 31, 2022 and was primarily attributable to a decrease in accounts payable of approximately $8.1 million, an increase in prepayments and other receivables - related parties of approximately $4.2 million, an increase in prepayments and other current assets of approximately $1.1 million, an increase in other noncurrent assets of approximately $0.6 million, a decrease in accrued expenses and other current liabilities of approximately $0.6 million, and an increase in inventories of approximately $0.3 million, plus various non-cash items of approximately $0.1 million, which were partially offset by a decrease in accounts receivable of approximately $5.9 million and net income for the quarter of approximately $0.5 million.
Net cash used in operating activities was approximately $0.8 million for the three months ended March 31, 2021 and was primarily attributable to a decrease in accounts payable of approximately $4.0 million, an increase in accounts receivable of approximately $1.3 million, an increase in other noncurrent assets of approximately $0.8 million, and a decrease in operating lease liabilities of approximately $0.1 million, which were partially offset by net income for the quarter of approximately $3.0 million, various non-cash items of approximately $0.9 million, an increase in accounts payable —related parties of approximately $0.5 million, and a decrease in inventories of approximately $0.1 million.
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Investing Activities
Net cash used in investing activities was less than $0.1 million for each of the three months ended March 31, 2022 and 2021, which was attributable to the purchase of property and equipment.
Financing Activities
Net cash provided by financing activities was approximately $14.0 million for the three months ended March 31, 2022, which represents net proceeds from bank loans of $1.7 million and net proceeds from issuance of units in the IPO of $12.4 million.
Net cash used in financing activities was approximately $1.4 million for the three months ended March 31, 2021, which represents net proceeds from bank loans of less than $0.1 million and a net decrease in parent company investment of $1.3 million.
Commitments and Contingencies
Capital Expenditures
Our capital expenditures were incurred primarily in connection with the acquisition of property and equipment. Our capital expenditures amounted to less than $0.1 million for each of the three months ended March 31, 2022 and 2021. We do not expect to incur significant capital expenditures in the immediate future.
Critical Accounting Policies and Significant Accounting Estimates
A discussion of our critical accounting policies and significant accounting estimates is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Form 10-K. The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the events or circumstances giving rise to such changes occur. Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in different policies or estimates being reported for the three months ended March 31, 2022.
Recently Issued Accounting Pronouncements
See Note 2, “Summary of significant accounting policies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Non-GAAP Measures
In addition to the measures presented in our unaudited condensed 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 Income from Operations, Adjusted Operating Margins and Adjusted Net Income. These non-GAAP financial measures are not prepared in accordance with 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 Income from Operations as GAAP income from operations excluding the impact of certain non-recurring expenses, including IPO-related compensation and stock-based compensation expense and expenses related to COVID-19 protocols. We define Adjusted Net Income as GAAP net income excluding the tax-effected impact of certain non-recurring expenses and income, such as IPO-related compensation and stock-based compensation expense, expenses
37
related to COVID-19 protocols and the impact of our PPP loan. We define Adjusted Operating Margins as adjusted income from operations divided by revenue.
We use these non-GAAP measures, along with 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 GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under 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.
The following table reconciles Income from Operations to Adjusted Income from Operations and Adjusted Operating Margins, as well as Net income to Adjusted Net Income for the periods presented.
For the three months ended |
| |||||
March 31, |
| |||||
| 2022 |
| 2021 |
| ||
Income from operations | 690,746 |
| 1,883,771 | |||
Adjustments: |
|
|
| |||
Non-recurring IPO-related compensation and stock-based compensation expense | 232,312 | — | ||||
COVID one-time expenses | — |
| 115,900 | |||
Adjusted income from operations | 923,058 |
| 1,999,671 | |||
Revenue | 43,575,239 |
| 36,375,689 | |||
Adjusted operating margins | 1.6 | % | 5.2 | % | ||
For the three months ended | |||||
March 31, | |||||
| 2022 |
| 2021 |
| |
Net Income | 530,193 |
| 2,961,414 | ||
Adjustments: | |||||
Non-recurring IPO-related compensation and stock-based compensation expense | 232,312 | — | |||
Other income (PPP Loan) | — |
| (1,680,900) | ||
COVID one-time expenses | — |
| 115,900 | ||
Total | 762,505 |
| 1,396,414 | ||
Tax impact of adjustment at 18% effective rate | 41,816 |
| (281,700) | ||
Adjusted net income | 804,321 |
| 1,114,714 | ||
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Item 4.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
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designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2022, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II- OTHER INFORMATION
Item 1.Legal Proceedings.
We may be subject to legal proceedings and claims in the ordinary course of business. We cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on us due to diversion of management time and attention as well as the financial costs related to resolving such disputes.
Ayers Bath Litigation
FGI Industries, Inc. (formerly known as Foremost Groups, Inc.) (“FGI Industries”), our wholly-owned subsidiary, is currently involved in litigation arising from its efforts to protect an exclusivity agreement with sanitaryware manufacturer Tangshan Huida Ceramic Group Co., Ltd. (“Huida”). In 2011, FGI Industries filed a complaint against Ayers Bath (USA) Corporation (“Ayers Bath”) in the United States District Court for the Central District of California (the “District Court”) and succeeded in obtaining an injunction barring Ayers Bath from selling, distributing or offering for sale Huida parts and products in the United States and Canada. As a result, Ayers Bath ceased all business activity.
Ayers Bath filed a voluntary chapter 7 petition in the United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”) on March 22, 2013. FGI Industries filed a proof of claim in the Ayers Bath bankruptcy case for an amount not less than $5,265,000, which was deemed allowed, but due to Ayers Bath’s lack of assets, FGI Industries only received a distribution of $7,757.24. On January 9, 2014, FGI Industries filed a complaint in the District Court against Tangshan Ayers, as Ayers Bath’s alter ego, to recover the balance of its damages. The District Court ultimately referred the litigation to the Bankruptcy Court, whereby FGI Industries filed a motion in Bankruptcy Court to add Tangshan Ayers as judgment debtor, thereby allowing FGI Industries to recover its proof of claim. A hearing for the motion to add Tangshan Ayers as judgment debtor was held on June 7, 2021. On September 22, 2021, the Bankruptcy Court issued a report and recommendation to the District Court recommending that it deny FGI Industries’ motion to amend the judgment. FGI Industries filed an objection to the report in October 2021 and is awaiting the Bankruptcy Court’s decision.
Huida Arbitration
On or about September 24, 2021, Huida filed a request for arbitration with FGI Industries in the Shenzhen Court of International Arbitration. In the arbitration, Huida seeks a determination that the terms of an exclusive distribution agreement between FGI Industries and Huida, dated October 20, 2000, are not unlimited in duration and should be amended or else terminable. The arbitration proceedings are scheduled to begin on March 30, 2022, and FGI Industries has retained Chinese counsel to pursue its interests in the pending arbitration.
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Item 1A. Risk Factors.
Our Annual Report on Form 10-K for the year ended December 31, 2021 includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 27, 2022, we closed our initial public offering (“IPO”) of 2,500,000 units (“Units”), each consisting of (i) one ordinary share, $0.0001 par value per share (the “Shares”), and (ii) one warrant (the “Warrants”) entitling the holder to purchase one Share at an exercise price of $6.00 per Share. The Warrants are immediately exercisable upon issuance and are exercisable for a period of five years after the issuance date. The Shares and Warrants were issued separately in the IPO, and may be transferred separately immediately upon issuance. The underwriters exercised in full their option to purchase up to an additional 375,000 Warrants. The Units were sold at a price of $6.00 per Unit, and the net proceeds from the IPO were approximately $12.4 million, after deducting underwriting discounts and commissions of approximately $1.1 million and offering expenses of approximately $1.5 million payable by us. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
In connection with the IPO, we issued to the representative of the underwriters a warrant to purchase an aggregate of 50,000 Shares. The Benchmark Company acted as lead book-running manager, and Northland Capital Markets acted as joint book-running manager. The offer and sale of the shares were registered under the Securities Act of 1933, as amended (the “Securities Act”) on a Registration Statement on Form S-1 (File No. 333-259457), which was declared effective on January 24, 2022.
There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus, dated January 24, 2022, filed with the SEC on January 26, 2022 pursuant to Rule 424(b) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:
On May 11, 2022, our Board of Directors approved the FGI Industries Ltd. Annual Management Incentive Plan (“Plan”), which provides for the grant of annual cash bonus awards by our compensation committee to designated employees based upon the level of achievent of one or more performance goals over a specified performance period. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.
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Item 6.Exhibits.
Exhibit | ||
|---|---|---|
Number |
| Description |
3.1 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | Form of Warrant (included in Exhibit 4.3, as Exhibit A to the Warrant Agent Agreement). | |
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6† | ||
10.7† | ||
10.8† | ||
10.9† | ||
10.10† | ||
10.11† |
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Exhibit | ||
Number | Description | |
10.12† | ||
10.13† | ||
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer. | |
31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer. | |
32.1 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. | |
101 | The following material from FGI Industries Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income and Comprehensive Income; (iii) the Condensed Consolidated Statements of Changes in Parent’s Net Investment; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) Notes to Unaudited Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
104 | Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101. |
† Indicates management contract or compensatory plan or arrangement
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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 thereunto duly authorized.
Dated: May 13, 2022
FGI Industries Ltd. | ||
By: | /s/ David Bruce | |
David Bruce | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Perry Lin | |
Perry Lin | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
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