fgi-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41207

_____________________________________________

FGI Industries Ltd.

(Exact name of registrant as specified in its charter)

_____________________________________________


Cayman Islands			98-1603252
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

906 Murray Road

East Hanover, New Jersey 07936

(Address of principal executive offices)

(Zip Code)

(973) 428-0400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.0001 par value

FGI

Nasdaq Capital Market

Warrants to purchase Ordinary Shares, $0.0001 par value

FGIWW

Nasdaq Capital Market

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. Yes x No o

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 x No o

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

Non-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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the registrant's common stock on May 9, 2025 was 9,591,555.

Table of Contents

TABLE OF CONTENTS


		Page

Special Note Regarding Forward-Looking Statements		3

General		4

PART I- FINANCIAL INFORMATION		5

Item 1.	Financial Statements.	5

	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 202 4 (Audited).	6

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 202 4 .	7

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2025 and 202 4 .	8

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 202 4 .	9

	Notes to Unaudited Condensed Consolidated Financial Statements.	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	40

Item 4.	Controls and Procedures.	40

PART II- OTHER INFORMATION		41

Item 1.	Legal Proceedings.	41

Item 1A.	Risk Factors.	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	43

Item 3.	Defaults Upon Senior Securities.	43

Item 4.	Mine Safety Disclosures.	43

Item 5.	Other Information.	43

Item 6.	Exhibits.	43

SIGNATURES		44

_________________________________________________

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;

•the effects of inflationary pressures, financial market uncertainty and rising interest rates on the demand for our products, our costs and our ability to access capital;

•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 occurrence of public health emergencies, such as the COVID-19 pandemic, including the 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;

•our ability to obtain additional capital to finance our planned operations and to maintain our listing on Nasdaq;

•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, 2024, 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).

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

Table of Contents

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.

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.

Table of Contents

PART I —FINANCIAL INFORMATION

Item 1. Financial Statements.

FGI INDUSTRIES LTD.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 202 4 (Audited)			6

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024			7

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2025 and 202 4			8

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 202 4			9

Notes to Unaudited Condensed Consolidated Financial Statements			10-31

Table of Contents

FGI INDUSTRIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of March 31, 2025		As of December 31, 2024
	USD		USD
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	1,226,365	$	4,558,160
Accounts receivable, net	18,932,030		20,293,555
Inventories, net	12,550,585		13,957,867
Prepayments and other current assets	2,385,062		2,091,407
Prepayments and other receivables – related parties	11,436,719		11,996,973
Total current assets	46,530,761		52,897,962

PROPERTY AND EQUIPMENT, NET	3,836,282		3,634,340

OTHER ASSETS
Intangible assets	1,877,415		1,849,951
Operating lease right-of-use assets, net	11,378,346		12,823,747
Deferred tax assets, net	3,424,283		2,665,585
Other noncurrent assets	1,415,145		1,589,830
Total other assets	18,095,189		18,929,113
Total assets	$	68,462,232	$	75,461,415

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Short-term loans	$	13,171,555	$	14,502,367
Accounts payable	16,928,446		19,349,529
Accounts payable – related parties	260,278		894,661
Income tax payable	40,975		23,189
Operating lease liabilities – current	1,513,911		1,867,956
Accrued expenses and other current liabilities	5,299,634		5,905,124
Total current liabilities	37,214,799		42,542,826

OTHER LIABILITIES
Operating lease liabilities – noncurrent	10,334,602		11,352,939

SEC Form 10-Q filed by FGI Industries Ltd.