FGI Industries cuts 2026 revenue outlook to $120–127M
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
FGI Industries Ltd. (FGI) reported third-quarter 2026 revenue of $31.7 million, down 11.6% year over year, as softer housing and remodeling activity, reduced customer purchasing and delayed projects weighed on demand. Gross profit was $8.7 million, down 8.0%, while gross margin rose to 27.6% from 26.5%. Operating loss was $0.5 million, compared with operating income of $0.4 million a year earlier; net loss attributable to shareholders narrowed to $0.9 million from $1.7 million.
FGI revised fiscal 2026 revenue guidance to $120–127 million from $134–141 million. Adjusted operating income guidance is now $(1.8)–$0.2 million, versus $0.7–$2.5 million; adjusted net income guidance is $(2.6)–$(1.0) million, versus $(0.3)–$1.1 million. At September 30, 2026, total liquidity was $6.3 million, including $2.0 million in cash and $4.3 million of credit-facility availability net of letters of credit; total debt was $12.4 million. Nine-month operating cash flow was $314,294 provided, compared with $1,670,736 used in 2025. New toilet and vanity program awards had not yet ramped sufficiently to offset the quarter’s decline.
2 points · 0 major1 major · 3 points
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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointShareholder-attributable net loss narrowed to $0.9 million from $1.7 million.
- Moderate pointNine-month operating cash flow was $314,294 provided, versus $1,670,736 used.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Fiscal 2026 revenue guidance fell to $120–127 million from $134–141 million.
- Moderate pointThird-quarter revenue fell 11.6% to $31.7 million.
- Moderate pointOperating results shifted to a $0.5 million loss from $0.4 million income.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Third-quarter revenue: $31.7 million
Gross profit: $8.7 million
Gross margin: 27.6%
+5 more
8 metrics
Third-quarter revenue
$31.7 million
Three months ended September 30, 2026; down 11.6% year over year
Gross profit
$8.7 million
Three months ended September 30, 2026; down 8.0% year over year
Gross margin
27.6%
Three months ended September 30, 2026; up 110 basis points year over year
Operating loss
$0.5 million
Three months ended September 30, 2026; compared with operating income of $0.4 million in 2025
Net loss attributable to shareholders
$0.9 million
Three months ended September 30, 2026; compared with $1.7 million in 2025
Total liquidity
$6.3 million
As of September 30, 2026
Fiscal 2026 total net revenue guidance
$120–127 million
Revised range; previous guidance was $134–141 million
Nine-month operating cash flow
$314,294 provided
Nine months ended September 30, 2026; compared with $1,670,736 used in 2025
Key Terms
Adjusted Operating Income, Adjusted Net Income, non-GAAP financial measures, Non-controlling interests, +1 more
5 terms
Adjusted Operating Income financial
"define Adjusted Operating Income as GAAP income from operations"
Adjusted operating income is a company's profit from its main activities, excluding certain one-time or unusual costs and gains. It helps investors see how well the business is performing in its normal operations, without distractions from rare events or expenses. This way, they get a clearer picture of the company’s true profitability.
Adjusted Net Income financial
"We define Adjusted Net Income as GAAP income before income taxes"
Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.
non-GAAP financial measures financial
"These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Non-controlling interests financial
"Non-controlling interests"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
credit facilities financial
"availability under its credit facilities net of letters of credit"
Credit facilities are arrangements with banks or lenders that let a company borrow money up to an agreed limit when it needs cash, similar to a business credit card or a home line of credit. They matter to investors because they show how a company manages short‑ and medium‑term financing needs, affect liquidity and debt levels, and can influence costs and risks if borrowing terms change or covenants are breached.
Earnings Snapshot
Revenue: $31.7 million · Guidance included
Third quarter 2026
Revenue
$31.7 million
Down 11.6% year over year
Gross profit
$8.7 million
Down 8.0% year over year
Gross margin
27.6%
Up 110 basis points year over year
Operating loss
$0.5 million
Compared with operating income of $0.4 million in the prior-year quarter
Net loss attributable to shareholders
$0.9 million
Compared with $1.7 million in the prior-year quarter
Guidance
Revised fiscal 2026 total net revenue: $120–127 million, versus $134–141 million previously; adjusted operating income: $(1.8)–$0.2 million, versus $0.7–$2.5 million; adjusted net income: $(2.6)–$(1.0) million, versus $(0.3)–$1.1 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did FGI Industries Ltd. (FGI) report in third-quarter 2026?
FGI Industries Ltd. (FGI) reported $31.7 million in third-quarter 2026 revenue, down 11.6% year over year. Revenue declined 16.6% in sanitaryware and 22.9% in shower systems, while other revenue, primarily kitchen cabinets, increased 32.8%.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 8-K
____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 12, 2026
____________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(973 ) 428-0400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2026, FGI Industries Ltd. (the “Company”) issued a press release reporting financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit | ||||||||
| Number | Description | |||||||
| 99.1 | Press release, dated November 12, 2026. | |||||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FGI Industries Ltd. | ||||||||
Date: November 12, 2026 | By: | /s/ John Chen | ||||||
| John Chen | ||||||||
| Executive Chairman | ||||||||
EXHIBIT 99.1
FGI INDUSTRIES ANNOUNCES
THIRD QUARTER 2026 RESULTS
EAST HANOVER, N.J., November 12, 2026 – FGI Industries Ltd. (Nasdaq: FGI) (“FGI” or the “Company”), a leading global supplier of kitchen and bath products, today announced results for the third quarter 2026.
THIRD QUARTER 2026 HIGHLIGHTS
(As compared to the third quarter of 2025)
▪Total revenue of $31.7 million, -11.6% y/y
▪Gross profit of $8.7 million, -8.0% y/y
▪Gross margin of 27.6%, +110 bps y/y
▪Operating loss of $0.5 million and net loss attributable to shareholders of $0.9 million
▪Adjusted operating loss of $0.5 million1
▪Adjusted net loss of $0.7 million
MANAGEMENT COMMENTARY
Dave Bruce, CEO of FGI, stated, “FGI reported total revenue of $31.7 million in the quarter, representing a year-over-year decline of 11.6%. The quarter reflected a challenging market environment, with continued softness in housing and remodeling activity, reduced customer purchasing and delayed projects weighing on demand across several product categories. Despite these headwinds, gross profit was $8.7 million, and gross margin expanded to 27.6% from 26.5% in the third quarter of 2025, reflecting product mix management and ongoing cost discipline. During the quarter, FGI secured new toilet and vanity program awards that broaden our opportunity for future sales growth. Ongoing commercial pipeline activity also provides additional opportunities to expand business. New programs had not yet ramped sufficiently to offset the decline in the period, and we remain focused on translating awarded business into shipments. Management continued to emphasize pricing and margin discipline, balancing opportunities to rebuild volume with the profitability of new and existing business. Revenue decreased 11.9% in the U.S., 9.0% in Canada and 21.8% in Europe, reflecting the broader demand environment. Sanitaryware and shower systems declined 16.6% and 22.9%, respectively, while other revenue, primarily our Covered Bridge custom kitchen cabinetry business, grew 32.8% year-over-year. Covered Bridge continued to expand its geographies and dealer count, and Isla Porter, our custom kitchen joint venture, continues to establish relationships with the premium design community with on-trend products.”
Jae Chung, Chief Financial Officer of FGI, commented, “Revenue declined 11.6% year-over-year in the third quarter, reflecting softness in our core North American sanitaryware and shower system categories. Operating expenses remained disciplined, declining on a year-to-date basis, and we continued to advance our commercial pipeline and strengthen sales reporting and account-level performance tracking. Inventory management, expense control and operational efficiency remain key priorities. FGI ended the third quarter with total available liquidity of $6.3 million. We remain focused on converting new program awards into revenue, improving sales performance in Canada, pursuing additional commercial opportunities and maintaining cost and margin discipline as we navigate a challenging market environment. We believe the best use of our capital continues to be internal investment to attract new customers, expand existing relationships, develop new products and manufacturing capabilities, and expand into new jurisdictions.”
1Adjusted operating income (loss) and adjusted net income (loss) are non-GAAP financial measures. Please refer to the paragraph titled “Non-GAAP Measures” for the definitions of non-GAAP financial measures and reconciliations to GAAP measures included in this press release.
THIRD QUARTER 2026 RESULTS
Revenue totaled $31.7 million during the third quarter of 2026, a decrease of 11.6% compared to the prior-year period.
•Sanitaryware revenue was $19.1 million during the third quarter of 2026, a decrease from $22.9 million in the prior-year period.
•Bath Furniture revenue was $3.6 million during the third quarter of 2026, a decrease from revenue of $3.7 million in the prior-year period.
•Shower Systems revenue was $4.5 million during the third quarter of 2026, a decrease from $5.9 million in the prior-year period.
•Other revenue, primarily from Kitchen Cabinets, was $4.4 million during the third quarter of 2026, an increase from $3.3 million in the prior-year period.
Gross profit was $8.7 million during the third quarter of 2026, a decrease of 8.0% compared to the prior-year period. Gross profit margin was 27.6% during the third quarter of 2026, an increase from 26.5% in the prior-year period.
Operating loss was $0.5 million during the third quarter of 2026, compared to an operating income of $0.4 million in the prior-year period. Adjusted operating loss was $0.5 million during the third quarter of 2026 compared to an adjusted operating income of $0.4 million in the prior-year period. Operating margin and adjusted operating margin were both (1.6%) during the third quarter, compared to 1.0% in the same period last year.
The Company reported GAAP net loss attributable to shareholders of $0.9 million, or $0.49 per diluted share during the third quarter of 2026, versus net loss of $1.7 million, or $0.86 per diluted share, in the same period last year. Adjusted net loss for the third quarter of 2026 was $0.7 million, or $0.36 per diluted share, versus adjusted net income of $0.2 million, or $0.13 per diluted share, for the same prior-year period.
FGI holds earnings calls only for the second and fourth quarters, but releases results of operations via press releases and SEC filings on a quarterly basis. Inquiries may continue to be submitted to investorrelations@fgi-industries.com or by phone at 973-515-7190.
FINANCIAL RESOURCES AND LIQUIDITY
As of September 30, 2026, the Company had $2.0 million of cash, $12.4 million of total debt and $4.3 million of availability under its credit facilities net of letters of credit. Total liquidity was $6.3 million at September 30, 2026.
FINANCIAL GUIDANCE
The Company revised its fiscal 2026 guidance as follows:
•Total net revenue of $120-127 million, compared to previous guidance of $134-141 million
•Total adjusted operating income of $(1.8)-0.2 million, compared to previous guidance of $0.7-2.5 million
•Total adjusted net income of $(2.6)-(1.0) million, compared to previous guidance of $(0.3)-1.1 million
Note that total adjusted operating income excludes certain non-recurring extraordinary items and includes trade related recoveries; total adjusted net income excludes certain non-recurring extraordinary items and includes trade related recoveries and an adjustment for minority interest.
ABOUT FGI INDUSTRIES
FGI Industries Ltd. (Nasdaq: FGI) is a leading global supplier of kitchen and bath products. For over 30 years, we have built an industry-wide reputation for product innovation, quality, and excellent customer service. We are currently focused on the following product categories: sanitaryware (primarily toilets, sinks, pedestals, and toilet seats), bath furniture (vanities, mirrors and cabinets), shower systems, custom kitchen cabinetry and other
accessory items. These products are sold primarily for repair and remodel activity and, to a lesser extent, new home or commercial construction. We sell our products through numerous partners, including mass retail centers, wholesale and commercial distributors, online retailers and specialty stores.
Non-GAAP Measures
In addition to the measures presented in our consolidated financial statements, we use the following non-GAAP measures to evaluate our business, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our non-GAAP measures are: Adjusted Operating Income, Adjusted Operating Margins and Adjusted Net Income. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). They are supplemental financial measures of our performance only, and should not be considered substitutes for net income, income from operations or any other measure derived in accordance with GAAP and may not be comparable to similarly titled measures reported by other entities. We define Adjusted Operating Income as GAAP income from operations excluding the impact of certain non-recurring income and expenses, including non-recurring compensation expenses related to our initial public offering ("IPO"). We define Adjusted Net Income as GAAP income before income taxes excluding the impact of certain non-recurring income and expenses, such as non-recurring compensation expenses related to our IPO, as well as income taxes at historical average effective rate and net income attributable to non-controlling shareholders. We define Adjusted Operating Margins as Adjusted Operating Income 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. With respect to the Company’s expectations of its future performance, the Company’s reconciliations of guidance for full year 2026 Adjusted Operating Income and 2026 Adjusted Net Income are not available, as the Company is unable to quantify certain amounts to the degree of precision that would be required in the relevant GAAP measures without unreasonable effort.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan”, “see” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements regarding FGI’s guidance, the Company’s growth strategies, outlook and potential acquisition activity, the tariff environment, the macroeconomic instability and its associated impact on the national and global economy and the residential repair and remodel market, the Company’s planned product launches and new customer partnerships and the effect of supply chain disruptions and freight costs. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to FGI’s periodic filings with the Securities & Exchange Commission including those described as “Risk Factors” in FGI’s annual report on Form 10-K for the year ended December 31, 2025, and in subsequent reports we file from time to time thereafter. FGI does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
INVESTOR CONTACT
Jae Chung, Chief Financial Officer
973-515-7190
investorrelations@fgi-industries.com
FGI INDUSTRIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| USD | USD | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash | $ | 2,038,612 | $ | 1,899,801 | |||||||
| Accounts receivable, net | 15,916,785 | 13,847,762 | |||||||||
| Inventories, net | 13,319,659 | 15,292,742 | |||||||||
| Prepayments and other current assets | 3,085,612 | 3,228,259 | |||||||||
| Prepayments and other receivables – related parties | 15,881,880 | 17,274,859 | |||||||||
| Total current assets | 50,242,548 | 51,543,423 | |||||||||
| NONCURRENT ASSETS | |||||||||||
| Property and equipment, net | 3,661,648 | 3,853,864 | |||||||||
| Intangible assets, net | 1,551,645 | 1,733,616 | |||||||||
| Operating lease right-of-use assets, net | 11,727,291 | 11,031,892 | |||||||||
| Deferred tax assets, net | 204,184 | 211,581 | |||||||||
| Other noncurrent assets | 1,656,650 | 1,163,205 | |||||||||
| Total noncurrent assets | 18,801,418 | 17,994,158 | |||||||||
| Total assets | $ | 69,043,966 | $ | 69,537,581 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Short-term loans | $ | 12,375,362 | $ | 11,868,828 | |||||||
| Accounts payable | 23,322,641 | 24,687,900 | |||||||||
| Accounts payable – related parties | 87,500 | 49,855 | |||||||||
| Operating lease liabilities – current | 1,936,030 | 1,700,936 | |||||||||
| Accrued expenses and other current liabilities | 6,609,374 | 5,607,405 | |||||||||
| Total current liabilities | 44,330,907 | 43,914,924 | |||||||||
| NONCURRENT LIABILITIES | |||||||||||
| Operating lease liabilities – noncurrent | 10,555,682 | 10,012,616 | |||||||||
| Total liabilities | 54,886,589 | 53,927,540 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Preference Shares ($0.0001 par value, 2,000,000 shares authorized, no shares issued and outstanding as of September 30, 2026 and December 31, 2025) | — | — | |||||||||
Ordinary shares ($0.0005 par value, 40,000,000 shares authorized, 1,931,271 and 1,920,140 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively) | 966 | 960 | |||||||||
| Additional paid-in capital | 21,742,326 | 21,612,226 | |||||||||
| Accumulated deficit | (3,546,407) | (2,927,091) | |||||||||
| Accumulated other comprehensive loss | (1,944,528) | (1,402,946) | |||||||||
| FGI Industries Ltd. shareholders’ equity | 16,252,357 | 17,283,149 | |||||||||
| Non-controlling interests | (2,094,980) | (1,673,108) | |||||||||
| Total shareholders’ equity | 14,157,377 | 15,610,041 | |||||||||
| Total liabilities and shareholders’ equity | $ | 69,043,966 | $ | 69,537,581 | |||||||
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| USD | USD | USD | USD | ||||||||||||||||||||
| Revenue | $ | 31,694,021 | $ | 35,848,861 | $ | 94,081,033 | $ | 100,059,669 | |||||||||||||||
| Cost of revenue | 22,956,887 | 26,350,193 | 66,520,816 | 72,954,136 | |||||||||||||||||||
| Gross profit | 8,737,134 | 9,498,668 | 27,560,217 | 27,105,533 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and distribution | 6,116,603 | 6,060,571 | 18,309,899 | 19,433,477 | |||||||||||||||||||
| General and administrative | 2,805,789 | 2,784,507 | 8,037,475 | 8,330,435 | |||||||||||||||||||
| Research and development | 322,253 | 283,867 | 1,011,179 | 1,085,095 | |||||||||||||||||||
| Total operating expenses | 9,244,645 | 9,128,945 | 27,358,553 | 28,849,007 | |||||||||||||||||||
| (Loss) income from operations | (507,511) | 369,723 | 201,664 | (1,743,474) | |||||||||||||||||||
| Other income (expenses) | |||||||||||||||||||||||
| Interest income | 796 | 661 | 3,365 | 2,790 | |||||||||||||||||||
| Interest expense | (397,803) | (402,836) | (1,202,456) | (987,787) | |||||||||||||||||||
| Other (expenses) income, net | (46,668) | (36,015) | 195,615 | (474,124) | |||||||||||||||||||
| Total other expenses, net | (443,675) | (438,190) | (1,003,476) | (1,459,121) | |||||||||||||||||||
| Loss before income taxes | (951,186) | (68,467) | (801,812) | (3,202,595) | |||||||||||||||||||
| Total provision for income taxes | 73,499 | 1,879,599 | 239,376 | 925,493 | |||||||||||||||||||
| Net loss | (1,024,685) | (1,948,066) | (1,041,188) | (4,128,088) | |||||||||||||||||||
| Less: net loss attributable to non-controlling shareholders | (78,665) | (296,734) | (421,872) | (616,140) | |||||||||||||||||||
| Net loss attributable to FGI Industries Ltd. shareholders | (946,020) | (1,651,332) | (619,316) | (3,511,948) | |||||||||||||||||||
| Other comprehensive (loss) income | |||||||||||||||||||||||
| Foreign currency translation adjustment | (5,962) | (3,742) | (541,582) | 685,725 | |||||||||||||||||||
| Comprehensive loss | (1,030,647) | (1,951,808) | (1,582,770) | (3,442,363) | |||||||||||||||||||
| Less: comprehensive loss attributable to non-controlling shareholders | (78,665) | (296,734) | (421,872) | (616,140) | |||||||||||||||||||
| Comprehensive loss attributable to FGI Industries Ltd. shareholders | $ | (951,982) | $ | (1,655,074) | $ | (1,160,898) | $ | (2,826,223) | |||||||||||||||
Weighted average number of ordinary shares(1) | |||||||||||||||||||||||
| Basic | 1,931,271 | 1,918,311 | 1,927,384 | 1,917,461 | |||||||||||||||||||
| Diluted | 1,931,271 | 1,918,311 | 1,927,384 | 1,917,461 | |||||||||||||||||||
| Loss per share | |||||||||||||||||||||||
| Basic | $ | (0.49) | $ | (0.86) | $ | (0.32) | $ | (1.83) | |||||||||||||||
| Diluted | $ | (0.49) | $ | (0.86) | $ | (0.32) | $ | (1.83) | |||||||||||||||
(1) Giving retroactive effect to the Reverse Share Split of the Preference Shares and Ordinary Shares at a ratio of 1-for-5 that became effective July 31, 2025.
FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| USD | USD | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | (1,041,188) | $ | (4,128,088) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation | 534,082 | 493,977 | |||||||||
| Amortization | 1,620,984 | 1,662,110 | |||||||||
| Share-based compensation | 130,106 | 314,981 | |||||||||
| Provision for credit losses | 112,306 | 120,576 | |||||||||
| Provision for defective return | 342,750 | 307,154 | |||||||||
| Foreign exchange transaction (gain) loss | (231,811) | 412,060 | |||||||||
| Deferred income tax expense | 7,397 | 640,760 | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | (2,524,078) | 1,730,971 | |||||||||
| Inventories | 1,973,083 | 1,621,965 | |||||||||
| Prepayments and other current assets | (194,072) | (303,419) | |||||||||
| Prepayments and other receivables – related parties | 1,392,978 | (5,738,818) | |||||||||
| Other noncurrent assets | (493,445) | 446,197 | |||||||||
| Income taxes | 336,717 | (236,328) | |||||||||
| Accounts payable | (1,365,259) | 3,323,093 | |||||||||
| Accounts payable – related parties | 37,645 | (870,950) | |||||||||
| Operating lease liabilities | (1,325,872) | (1,343,196) | |||||||||
| Accrued expenses and other current liabilities | 1,001,971 | (123,781) | |||||||||
| Net cash provided by (used in) operating activities | 314,294 | (1,670,736) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchase of property and equipment | (348,181) | (818,650) | |||||||||
| Purchase of intangible assets | (5,458) | (75,196) | |||||||||
| Net cash used in investing activities | (353,639) | (893,846) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from credit facilities | 81,294,167 | 42,880,436 | |||||||||
| Repayments of credit facilities | (80,787,633) | (43,306,457) | |||||||||
| Net cash provided by (used in) financing activities | 506,534 | (426,021) | |||||||||
| EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH | (328,378) | 308,125 | |||||||||
| NET CHANGES IN CASH | 138,811 | (2,682,478) | |||||||||
| CASH, BEGINNING OF PERIOD | 1,899,801 | 4,558,160 | |||||||||
| CASH, END OF PERIOD | $ | 2,038,612 | $ | 1,875,682 | |||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period for interest | $ | (1,136,839) | $ | (989,844) | |||||||
| Cash paid during the period for income taxes | $ | (107,442) | $ | (513,974) | |||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Lease liability arising from obtaining a right-of-use asset | $ | 2,347,798 | $ | 1,150,282 | |||||||
| Derecognition of right-of-use asset and lease liability upon early termination | $ | — | $ | (1,251,111) | |||||||
Non-GAAP Measures
The following table reconciles GAAP income from operations to Adjusted Operating Income (Loss) and Adjusted Operating Margins, as well as GAAP net income to Adjusted Net Income for the periods presented.
| For the Three Months Ended September 30, | For the Twelve Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| USD | USD | USD | USD | ||||||||||||||||||||
| Income (loss) from operations | $ | (507,511) | $ | 369,723 | $ | (456,918) | $ | (3,005,943) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Non-recurring IPO-related share-based compensation | — | — | — | 79,625 | |||||||||||||||||||
| Business expansion expense | — | — | — | 61,770 | |||||||||||||||||||
| Adjusted Operating (Loss) Income | $ | (507,511) | $ | 369,723 | $ | (456,918) | $ | (2,864,548) | |||||||||||||||
| Revenue | $ | 31,694,021 | $ | 35,848,861 | $ | 124,550,016 | $ | 135,654,095 | |||||||||||||||
| Adjusted Operating Margins (%) | (1.6) | 1.0 | (0.4) | (2.1) | |||||||||||||||||||
| For the Three Months Ended September 30, | For the Twelve Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| USD | USD | USD | USD | ||||||||||||||||||||
| Loss before income taxes | $ | (951,186) | $ | (68,467) | $ | (1,938,231) | $ | (4,216,582) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Non-recurring IPO-related share-based compensation | — | — | — | 79,625 | |||||||||||||||||||
| Business expansion expense | — | — | — | 61,770 | |||||||||||||||||||
| Adjusted income (loss) before income taxes | (951,186) | (68,467) | (1,938,231) | (4,075,187) | |||||||||||||||||||
| Less: income taxes at 18% rate | (171,213) | (12,324) | (348,882) | (733,534) | |||||||||||||||||||
| Less: net loss attributable to non-controlling shareholders | (78,665) | (296,734) | (791,612) | (688,567) | |||||||||||||||||||
| Adjusted Net (Loss) Income | $ | (701,308) | $ | 240,591 | $ | (797,737) | $ | (2,653,086) | |||||||||||||||