FGI Industries (FGI) risk factors, FY2025 10-K

Strategic Risks

1. 01Our BPC organic growth strategy is focused on capturing higher incremental gross margins by increasing our share of branded products, expanding into new product categories and creating new sales channels, all of which are impacted by a number of economic factors and other factors
2. 02Prolonged economic downturns may adversely impact our sales, earnings and liquidity
3. 03Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us
4. 04We may not achieve all of the anticipated benefits of our strategic initiatives
5. 05We may not be able to successfully execute our acquisition strategy or integrate businesses that we acquire
6. 06We could continue to pursue growth opportunities through either acquisitions, mergers or internally developed projects, which may be unsuccessful or may adversely affect our future financial condition and operating results

Business and Operational Risks

1. 07Variability in the cost and availability of our raw materials, component parts and finished goods, including the imposition of tariffs, could affect our results of operations and financial position
2. 08Increases in tariffs, trade restrictions or taxes on our products could have an adverse impact on our operations80% rewritten
3. 09Our top ten customers represent a large portion of our sales. A significant adverse change in such relationships could adversely impact our results of operations and financial condition28% rewritten
4. 10We are dependent on a few key third-party suppliers
5. 11We are dependent on third-party manufacturers
6. 12Natural disasters or other disruptions could have a material adverse effect on our business, financial condition or results of operations
7. 13There are risks associated with our international operations and global strategies
8. 14The international scope of our business exposes us to risks associated with foreign exchange rates
9. 15Global or regional unrest, conflict (such as the hostilities in the Middle East and the war between Russia and Ukraine), geopolitical disputes or catastrophic events could affect global trade routes, financial markets, global economic activity and our operations and results of operationsNew
10. 16The long-term performance of our businesses relies on our ability to attract, develop and retain talented and diverse personnel
11. 17Failure to effectively monitor and respond to environmental, social and governance (“ESG”) matters, including our ability to set and meet reasonable goals related to climate change and sustainability efforts, may negatively affect our business and operations
12. 18The outbreak of contagious diseases, such as the COVID-19 pandemic, could disrupt our business and impact our results of operations and financial condition

Risks Related to Doing Business in China

1. 19We could become subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have an adverse effect on our business operations in China
2. 20We could be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions
3. 21Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China70% rewritten
4. 22Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations
5. 23Because we have employees located in China, and source products from Chinese manufacturers, we are subject to the risk that the Chinese government may intervene or influence our operations at any time
6. 24We could lose market share if we do not maintain our strong brands, develop innovative products or respond to changing purchasing practices and consumer preferences or if our reputation is damaged
7. 25We face significant competition and operate in an evolving competitive landscape
8. 26In addition, we face competitive pricing pressure in the marketplace, including sales promotion programs, that could affect our market share or result in price reductions, which could materially and adversely impact our results of operations and financial position
9. 27Our failure to develop new products or respond to changing consumer preferences and purchasing practices could have a material adverse effect on our business, financial condition or results of operations
10. 28Changes in Cayman Islands or U.S. tax law could adversely affect our financial condition and results of operations
11. 29The loss of certain members of our management may have an adverse effect on our operating results

Technology and Intellectual Property Risks

1. 30We have been and may continue to be subject to cybersecurity attacks, which could adversely affect our results of operations and financial position
2. 31We rely on information systems and technologies, and a breakdown of these systems could adversely affect our results of operations and financial position82% rewritten
3. 32may occur from interruptions in our systems, global cybersecurity vulnerabilities, threats and more sophisticated and targeted attacks pose a risk to our information technology systemsNew
4. 33We may not be able to adequately protect or prevent the unauthorized use of our intellectual property
5. 34We may be a party to claims and litigation, which could be costly and divert significant resources
6. 35Compliance with laws, government regulation and industry standards is costly, and our failure to comply could adversely affect our results of operations and financial position
7. 36In addition to complying with current requirements and known future requirements, even more stringent requirements could be imposed on us in the future
8. 37Our failure to maintain acceptable quality standards could result in significant unexpected costs
9. 38Unauthorized disclosure of confidential information provided to us by customers, employees or third parties could harm our business66% rewritten
10. 39Our business could be affected by unexpected changes in U.S. and international regulatory standards and laws

Risks Related to Our Securities

1. 40Foremost Groups Ltd. holds a significant majority of the voting power of our ordinary shares, approximately 71%, and will be able to exert significant control over us
2. 41The price of our ordinary shares may be volatile
3. 42Provisions of the currently outstanding warrants could discourage an acquisition of us by a third party
4. 43We do not intend to pay dividends on our ordinary shares
5. 44If we sell ordinary or preference shares in future financings, shareholders may experience immediate dilution and, as a result, our share price may decline83% rewritten
6. 45“smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companiesNew
7. 46We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers
8. 47Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management
9. 48Management’s determination that a material weakness exists in our internal controls over financial reporting could have a material adverse impact on our ability to produce timely and accurate financial statements and could negatively impact our business and the market for our ordinary shares61% rewritten
10. 49Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
11. 50We are at risk of securities class action litigation
12. 51If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline