FGI Industries Ltd. 10-Q

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 R&R 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 and beyond. ● “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 2021, 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 and the first half of 2022; 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. 31 Table of Contents ● 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 The following table summarizes the results of our operations for the three and nine months ended September 30, 2022 and 2021 and provides information regarding the dollar and percentage increase (decrease) during such periods. For the Three and Nine Months Ended September 30, 2022 and 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ Change ​ ​ 2022 ​ 2021 ​ Amount ​ Percentage ​ USD USD USD % Revenues ​ $ 38,544,062 $ 50,886,390 $ (12,342,328) (24.3) Cost of revenues ​ 30,503,452 ​ 42,757,388 ​ (12,253,936) (28.7) Gross profit ​ 8,040,610 ​ 8,129,002 ​ (88,392) (1.1) Selling and distribution expenses ​ 4,268,355 ​ 4,606,648 ​ (338,293) (7.3) General and administrative expenses ​ 1,865,325 ​ 1,517,753 ​ 347,572 22.9 Research and development expenses ​ 238,638 ​ 197,032 ​ 41,606 21.1 Income from operations ​ 1,668,292 ​ 1,807,569 ​ (139,277) (7.7) Operating margins ​ 4.3 % 3.6 % 70 bps Total other expenses, net ​ (86,977) ​ (180,021) ​ 93,044 51.7 Provision for income taxes ​ 309,173 ​ 231,734 ​ 77,439 33.4 Net income ​ $ 1,272,142 ​ $ 1,395,814 ​ $ (123,672) (8.9) Adjusted income from operations (1) ​ $ 1,668,292 ​ $ 1,807,569 ​ $ (139,277) (7.7) Adjusted operating margins (1) ​ 4.3 % 3.6 % 70 bps — Adjusted net income (1) ​ $ 1,272,142 ​ $ 1,395,814 ​ $ (123,672) (8.9) ​ 32 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ Change ​ ​ 2022 ​ 2021 ​ Amount ​ Percentage ​ USD USD USD % Revenues ​ $ 129,928,316 $ 129,752,437 $ 175,879 0.1 Cost of revenues ​ 105,942,167 ​ 105,117,467 ​ 824,700 0.8 Gross profit ​ 23,986,149 ​ 24,634,970 ​ (648,821) (2.6) Selling and distribution expenses ​ 13,308,414 ​ 12,635,857 ​ 672,557 5.3 General and administrative expenses ​ 5,801,294 ​ 4,500,692 ​ 1,300,602 28.9 Research and development expenses ​ 788,054 ​ 486,156 ​ 301,898 62.1 Income from operations ​ 4,088,387 ​ 7,012,265 ​ (2,923,878) (41.7) Operating margins ​ 3.1 % 5.4 % (230) bps Total other (expenses) income, net ​ (293,265) ​ 1,168,409 ​ (1,461,674) (125.1) Provision for income taxes ​ 822,257 ​ 1,315,545 ​ (493,288) (37.5) Net income ​ $ 2,972,865 ​ $ 6,865,129 ​ $ (3,892,264) (56.7) Adjusted income from operations (1) ​ $ 4,344,258 ​ $ 7,128,165 ​ $ (2,783,907) (39.1) Adjusted operating margins (1) ​ 3.3 % 5.5 % (220) bps — Adjusted net income (1) ​ $ 3,182,679 ​ $ 5,581,829 ​ $ (2,399,150) (43.0) (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 decreased by $12.3 million, or 24.3%, to $38.5 million for the three ended September 30, 2022, from $50.8 million for the three months ended September 30, 2021. For the nine months ended September 30, 2022, our revenue increased by $0.1 million, or 0.1%, to $129.9 million from $129.8 million in the prior year period. The decrease in our revenues was primarily by declines in Sanitaryware and Bath Furniture, partially offset by continued growth in Other categories (including shower systems and custom kitchen cabinetry). Revenue categories by product are summarized as follow : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, Change ​ 2022 ​ Percentage ​ 2021 ​ Percentage ​ Percentage ​ USD % USD % % Sanitaryware ​ $ 25,490,296 66.2 $ 31,134,952 61.2 (18.1) Bath Furniture ​ 5,607,990 14.5 ​ 15,120,309 29.7 (62.9) Other ​ 7,445,776 19.3 ​ 4,631,129 9.1 60.8 Total ​ $ 38,544,062 100.0 ​ $ 50,886,390 100.0 (24.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, Change ​ 2022 ​ Percentage ​ 2021 ​ Percentage ​ Percentage ​ USD % USD % % Sanitaryware ​ $ 84,564,251 65.1 $ 74,670,773 57.5 13.2 Bath Furniture ​ 23,397,263 18.0 ​ 42,560,196 32.8 (45.0) Other ​ 21,966,802 16.9 ​ 12,521,468 9.7 75.4 Total ​ $ 129,928,316 100.0 ​ $ 129,752,437 100.0 0.1 ​ 33 Table of Contents We derive the majority of our revenues from sales of Sanitaryware, which accounted for 66.2% and 65.1% of our total revenues for the three and nine months ended September 30, 2022, respectively, compared to 61.2% and 57.5% for the comparable periods of 2021. Revenues generated from the sales of Sanitaryware decreased by 18.1% to $25.5 million in the three months ended September 30, 2022, from $31.1 million in same period of 2021. The decrease in sales for this product line in the third quarter was primarily driven by volume weakness in the pro channel in the U.S. and Canada. The revenue decrease was also due in large part to inventory de-stocking, with end customer demand remaining relatively stable. For the nine months ended September 30, 2022, Sanitaryware revenues increased by 13.2% to $84.6 million from $74.7 million in the same period in 2021. The increase in sales for this product line was primarily driven by continued strong demand in the both wholesale and retail channels. Our revenues from bath furniture sales accounted for 14.5% and 18.0% of our total revenue for the three and nine months ended September 30, 2022, respectively, compared to 29.7% and 32.8% for the comparable period of 2021. Bath Furniture sales decreased by 62.9% to $5.6 million for the three months ended September 30, 2022, compared to $15.1 million in the same period of 2021. For the nine months ended September 30, 2022, Bath Furniture sales decreased 45.0% to $23.4 million from $42.6 million in the same period of 2021. While order patterns were expected to begin to normalize in the back half of 2022, customers continue to de-stock in order to reduce channel inventory levels. While there are some signs of moderating consumer demand, the Company continues to expect a normalization in order patten in the coming quarters as inventory levels adjust. The revenues from sales of other products (shower systems and custom kitchen cabinetry) increased by 60.8% to $7.4 million for the three months ended September 30, 2022, compared to $4.6 million in the same period of 2021. For the nine months ended September 30, 2022, sales of other products increased 75.4% to $22.0 million from $12.5 million in the same period of 2021. The increase was primarily driven by volume growth resulting from continued strength in sales of the shower systems and Covered Bridge custom-kitchen cabinetry businesses. Revenue Categories by Geographic Location We derive our revenues from the United States, Canada and Rest of World. Revenue categories by geographic location are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, ​ Change ​ ​ 2022 ​ Percentage ​ 2021 ​ Percentage ​ Percentage ​ USD % USD % % United States $ 23,866,921 61.9 $ 29,572,606 58.1 (19.3) Canada ​ 9,494,803 24.6 ​ 16,658,588 32.7 (43.0) Europe ​ ​ 4,849,551 ​ 12.6 ​ ​ 4,655,196 ​ 9.2 ​ 4.2 Rest of World ​ 332,787 0.9 ​ — — — Total ​ $ 38,544,062 100.0 ​ $ 50,886,390 100.0 (24.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, ​ Change ​ ​ 2022 ​ Percentage ​ 2021 ​ Percentage ​ Percentage ​ USD % USD % % United States $ 80,865,556 62.3 $ 80,870,467 62.3 (0.0) Canada ​ 35,388,374 27.2 ​ 35,177,279 27.1 0.6 Europe ​ ​ 13,341,599 ​ 10.3 ​ ​ 13,704,691 ​ 10.6 ​ (2.6) Rest of World ​ 332,787 0.2 ​ — — — Total ​ $ 129,928,316 100.0 ​ $ 129,752,437 100.0 0.1 ​ We generated the majority of our revenues in the United States market, which amounted to $23.9 million and $80.9 million for the three and nine months ended September 30, 2022, respectively, compared to $29.6 million and $80.9 million for the three and nine months ended September 30, 2021, representing a 19.3% decrease and 0 % increase for the three and nine months periods, respectively. These revenues accounted for 61.9% and 58.1% of our total revenues for the three months ended September 30, 2022 and 2021 and 62.3% and 62.3% of our total revenues for the nine months ended September 30, 2022 and 2021. The decreased in the U.S. market was primarily driven by volume weakness in the pro channel in our Sanitary category. 34 Table of Contents Our second largest market is Canada. Our revenues generated in the Canadian market were $9.5 million and $35.4 million for the three and nine months ended September 30, 2022, respectively, compared to $16.7 million and $35.2 million for the three and nine months ended September 30, 2021, representing a 43.0% decrease and 0.6 % increase for the three and nine months periods, respectively. The decrease was primarily driven by volume weakness in both retail and wholesale markets. We also derive a small portion of our revenue from Europe, which consists primarily of sales in Germany. This amounted to $4.8 million and $13.3 million for the three and nine months ended September 30, 2022, respectively, compared to $ 4.7 million and $13.7 million for the three and nine months ended September 30, 2021, representing a 4.2% increase and a 2.6% decrease for the three and nine months periods, respectively. The decrease in first nine months was attributable to the impact of global supply chain interruptions in the first quarter, and sales have begun recovering in subsequent quarters of 2022. Gross Profit Gross profit was $8.0 million during the third quarter of 2022, a decrease of 1.1% compared to the prior-year period, as volume weakness was offset by pricing gains, a more favorable mix, and lower freight costs. Gross profit margin improved to 20.9% during the third quarter of 2022, up 490 basis points from 16.0% in the prior-year period, as measures put in place to mitigate the recent margin headwinds benefitted results. The improvement in the Company’s gross margin percentage is primarily attributable to solid growth in higher margin products, such as shower systems and kitchen cabinetry, continued pricing gains, and a reduction in freight costs versus the elevated levels experienced last year. The Company expects the positive factors that drove the strong margin performance in the third quarter to remain in place, which combined with an expected rebound in the Bath Furniture segment, should enable the Company to drive additional gross margin gains over time. Our gross profit decreased by $0.6 million, or 2.6%, to $24.0 million for the nine months ended September 30, 2022, from $24.6 million for the nine months ended September 30, 2021. The decrease in gross profit was due to supply chain disruptions and elevated freight costs that was partially offset by solid revenue growth. 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 decreased by $0.3 million, or 7.3%, to $4.3 million for the three months ended September 30, 2022, from $4.6 million for the three months ended September 30, 2021, respectively. The decrease was a result of the lower sales in third quarter 2022 compared to prior-year period, which caused the decrease in commission, sales coop and shipping freight. Our selling and distribution expenses increased by $0.7 million, or 5.3%, to $13.3 million for the nine months ended September 30, 2022, from $12.6 million for the nine months ended September 30, 2021, respectively. 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 costs. 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 $0.4 million, or 22.9%, to $1.9 million for the three months ended September 30, 2022, from $1.5 million for the three months ended September 30, 2021, and increased by $1.3 million, or 28.9%, to $5.8 million for the nine months ended September 30, 2022, from $4.5 million for the nine months ended September 30, 2021, respectively. 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. 35 Table of Contents Other Income (Expenses) Other income (expenses) decreased by approximately $93,000 or (51.7)%, to $(87,000) for the three months ended September 30, 2022, from $(180,000) for the three months ended September 30, 2021. This decrease was the result of higher interest expenses, partially offset by favorable exchange rate differences . ​ Other income (expenses) decreased by $1.5 million, or (125.1)%, to $(0.3) million for the nine months ended September 30, 2022, from $1.2 million of income for the nine months ended September 30, 2021. This decrease was the result of one-time income recognized in 2021 upon the forgiveness of the PPP loan. Provision for Income Taxes We recorded income tax expense of $0.3 million for the three months ended September 30, 2022, and $0.2 million for the three months ended September 30, 2021. The increase resulted from mix provision from each tax territories. We recorded income tax expense of $0.8 million for the nine months ended September 30, 2022, and $1.3 million for the nine months ended September 30, 2021. The decrease resulted from the decrease in our reported income before taxes. Net Income Our net income decreased by $0.1 million, or 8.9%, to $1.3 million for the three months ended September 30, 2022, from $1.4 million for the three months ended September 30, 2021, and decreased by $3.9 million, or 56.7%, to $3.0 million for the nine months ended September 30, 2022, from $6.9 million for the nine months ended September 30, 2021, respectively. This decrease was a result of the combination of the changes discussed above. 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 September 30, 2022, and December 31, 2021, we had cash of $6.0 million and $3.9 million, respectively. We had working capital of $15.7 million as of September 30, 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, such as rising interest rates, inflation and increased costs, 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, and there can be no assurances that additional financing will be available on acceptable term, if at all. The current credit facility is expired in December 2022, but expect to be renewed by end of November, please refer to financial footnote 8 – Short-term loans. As of September 30, 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 36 Table of Contents 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. On September 8, 2022, the line was extended again, with a new maturity date of December 21, 2022. 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 September 30, 2022, FGI Industries was in compliance with 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 September 30, 2022 and December 31, 2021 was 6.50% and 3.50%, respectively. 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 $13,007,649 and $14,657,280 as of September 30, 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. 37 Table of Contents The following table summarizes the key components of our cash flows for the nine months ended September 30, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ USD USD Net cash provided by (used in) operating activities ​ $ (6,331,971) ​ $ 861,442 Net cash used in investing activities ​ (1,350,974) ​ (10,261) Net cash provided by (used in) financing activities ​ 10,721,169 ​ (1,351,332) Effect of exchange rate fluctuation on cash ​ (941,101) ​ (318,011) Net changes in cash ​ 2,097,123 ​ (818,162) Cash, beginning of period ​ 3,883,896 ​ 4,018,558 Cash, end of period ​ $ 5,981,019 ​ $ 3,200,396 ​ Operating Activities Net cash provided by (used in) operating activities was approximately $6.3 million for the nine months ended September 30, 2022 and was primarily attributable to a decrease in accounts payable of approximately $18.3 million, an increase in prepayments and other receivables - related parties of approximately $3.9 million, various non-cash items of approximately $3.4 million, a decrease in accrued expenses and other current liabilities of approximately $1.4 million, and plus a decrease in income taxes payable of approximately $1.0 million, which were partially offset by a decrease in accounts receivable of approximately $9.5 million, a decrease in inventories of approximately $5.3 million, and net income for the quarter of approximately $3.0 million, an increase in operating lease liabilities of approximately $1.5 million, a decrease in right-of-used assets of approximately $1.0 million, a decrease in other noncurrent assets of approximately $0.7 million, an increase in accounts payables – related parties of approximately $0.6 million, a decrease in prepayments and other current assets of approximately $0.2 million. Net cash provided by operating activities was approximately $0.9 million for the nine months period ended September 30, 2021 and was primarily attributable to net income generated for the period of approximately $6.9 million, plus various non-cash items of approximately $1.2 million, an increase in accounts payable of approximately $14.1 million, an increase in accounts payable — related parties of approximately $0.1 million, and an increase in accrued expenses and other current liabilities of approximately $2.9 million, which was partially offset by an increase in accounts receivable of approximately $10.4 million, an increase in inventory of approximately $10.7 million and an increase in other noncurrent assets of approximately $3.3 million. ​ Investing Activities Net cash used in investing activities was $1.3 million and approximately $10,000 for the nine months ended September 30, 2022, and 2021, respectively. which was attributable to the purchase of property and equipment. Financing Activities Net cash provided by financing activities was approximately $10.7 million for the nine months ended September 30, 2022, which primarily represents repayment of bank loans of $1.6 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 nine months period ended September 30, 2021, which represents the net proceeds from bank loans of approximately $4.2 million and net decrease in parent company investment of $5.6 million ​ 38 Table of Contents 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 1.4 million and ten thousands for the nine months ended September 30, 2022 and 2021, respectively. 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 nine months ended September 30, 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 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. 39 Table of Contents 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 ​ For the nine months ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 2021 2022 2021 ​ Income from operations ​ $ 1,668,292 ​ $ 1,807,569 ​ ​ $ 4,088,387 ​ $ 7,012,265 ​ ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Non-recurring IPO-related compensation ​ ​ — ​ ​ — ​ ​ ​ 255,871 ​ ​ — ​ ​ COVID one-time expenses ​ — ​ — ​ ​ ​ — ​ 115,900 ​ ​ Adjusted income from operations ​ 1,668,292 ​ 1,807,569 ​ ​ ​ 4,344,258 ​ 7,128,165 ​ ​ Revenue ​ $ 38,554,062 ​ $ 50,886,390 ​ ​ $ 129,928,316 ​ $ 129,752,437 ​ ​ Adjusted operating margins ​ 4.3 % ​ 3.6 % ​ ​ 3.3 % ​ 5.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ For the nine months ended ​ ​ ​ ​ September 30, ​ ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 Net Income ​ $ 1,272,142 ​ $ 1,395,814 ​ $ 2,972,865 ​ $ 6,865,129 ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-recurring IPO-related compensation ​ ​ — ​ ​ — ​ ​ 255,871 ​ ​ — ​ Other income (PPP Loan) ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,680,900) ​ COVID one-time expenses ​ ​ — ​ ​ — ​ ​ — ​ ​ 115,900 ​ Total ​ ​ 1,272,142 ​ ​ 1,395,814 ​ ​ 3,228,736 ​ ​ 5,300,129 ​ Tax impact of adjustment at 18% effective rate ​ ​ — ​ ​ — ​ ​ (46,057) ​ ​ 281,700 ​ Adjusted net income ​ $ 1,272,142 ​ $ 1,395,814 ​ $ 3,182,679 ​ $ 5,581,829 ​ ​ ​ Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not required for smaller reporting companies.