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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
☐ | | 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 001-34780
FORWARD INDUSTRIES, INC.
(Exact name of registrant as specified in its
charter)
New York |
|
13-1950672 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
|
|
|
700 Veterans Memorial Highway, Suite 100, Hauppauge, NY |
|
11788 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (631) 547-3055
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 |
FORD |
The Nasdaq Stock Market
(The 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
☒ No ☐
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, a 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 checkmark 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 ☐ No ☒
There were 1,101,069 shares of the registrant’s common stock
outstanding as of July 31, 2024.
FORWARD INDUSTRIES, INC.
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
| |
|
| |
June 30, | |
September 30, |
| |
2024 | |
2023 |
Assets | |
(Unaudited) | |
(See Note 2) |
| |
| |
|
Current assets: | |
| | | |
| | |
Cash | |
$ | 2,558,703 | | |
$ | 3,180,468 | |
Accounts receivable, net of allowances for credit losses of $773,917 and $955,965 as of June 30, 2024
and September 30, 2023, respectively | |
| 6,486,292 | | |
| 6,968,778 | |
Inventories, net | |
| 243,315 | | |
| 334,384 | |
Discontinued assets held for sale | |
| – | | |
| 508,077 | |
Prepaid expenses and other current assets | |
| 440,037 | | |
| 378,512 | |
| |
| | | |
| | |
Total current assets | |
| 9,728,347 | | |
| 11,370,219 | |
| |
| | | |
| | |
Property and equipment, net | |
| 234,710 | | |
| 274,046 | |
Intangible assets, net | |
| 733,575 | | |
| 893,143 | |
Goodwill | |
| 1,758,682 | | |
| 1,758,682 | |
Operating lease right-of-use assets, net | |
| 2,702,315 | | |
| 3,021,315 | |
Other assets | |
| 68,737 | | |
| 68,737 | |
| |
| | | |
| | |
Total assets | |
$ | 15,226,366 | | |
$ | 17,386,142 | |
| |
| | | |
| | |
Liabilities and shareholders' equity | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Note payable to Forward China (related party) | |
$ | 600,000 | | |
$ | – | |
Accounts payable | |
| 144,549 | | |
| 518,892 | |
Due to Forward China (related party) | |
| 9,301,030 | | |
| 8,246,015 | |
Deferred income | |
| 204,995 | | |
| 297,407 | |
Current portion of operating lease liability | |
| 410,813 | | |
| 416,042 | |
Accrued expenses and other current liabilities | |
| 642,479 | | |
| 1,357,743 | |
Total current liabilities | |
| 11,303,866 | | |
| 10,836,099 | |
| |
| | | |
| | |
Other liabilities: | |
| | | |
| | |
Note payable to Forward China (related party) | |
| – | | |
| 1,100,000 | |
Operating lease liability, less current portion | |
| 2,531,959 | | |
| 2,833,782 | |
Total other liabilities | |
| 2,531,959 | | |
| 3,933,782 | |
| |
| | | |
| | |
Total liabilities | |
| 13,835,825 | | |
| 14,769,881 | |
| |
| | | |
| | |
Commitments and contingencies | |
| – | | |
| | |
| |
| | | |
| | |
Shareholders' equity: | |
| | | |
| | |
Common stock, par value $0.01 per share; 40,000,000 shares authorized; 1,101,069 shares issued and
outstanding at June 30, 2024 and September 30, 2023, respectively | |
| 11,011 | | |
| 11,011 | |
Additional paid-in capital | |
| 20,373,102 | | |
| 20,291,803 | |
Accumulated deficit | |
| (18,993,572 | ) | |
| (17,686,553 | ) |
| |
| | | |
| | |
Total shareholders' equity | |
| 1,390,541 | | |
| 2,616,261 | |
| |
| | | |
| | |
Total liabilities and shareholders' equity | |
$ | 15,226,366 | | |
$ | 17,386,142 | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended June 30, | |
For the Nine Months Ended June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
| |
| |
| |
| |
|
| |
| |
| |
| |
|
Revenues, net | |
$ | 7,769,948 | | |
$ | 8,585,325 | | |
$ | 22,395,323 | | |
$ | 27,691,639 | |
Revenues, net - related party | |
| 116,778 | | |
| 121,852 | | |
| 473,483 | | |
| 507,026 | |
Total Revenues, net | |
| 7,886,726 | | |
| 8,707,177 | | |
| 22,868,806 | | |
| 28,198,665 | |
Cost of sales | |
| 3,728,562 | | |
| 3,929,600 | | |
| 11,170,043 | | |
| 11,682,246 | |
Cost of sales - related party | |
| 2,552,274 | | |
| 2,587,786 | | |
| 6,842,690 | | |
| 10,435,450 | |
Total Cost of sales | |
| 6,280,836 | | |
| 6,517,386 | | |
| 18,012,733 | | |
| 22,117,696 | |
Gross profit | |
| 1,605,890 | | |
| 2,189,791 | | |
| 4,856,073 | | |
| 6,080,969 | |
| |
| | | |
| | | |
| | | |
| | |
Sales and marketing expenses | |
| 349,644 | | |
| 398,110 | | |
| 1,089,220 | | |
| 1,259,664 | |
General and administrative expenses | |
| 1,637,825 | | |
| 1,643,310 | | |
| 5,068,386 | | |
| 4,892,670 | |
| |
| | | |
| | | |
| | | |
| | |
Operating (loss) / income | |
| (381,579 | ) | |
| 148,371 | | |
| (1,301,533 | ) | |
| (71,365 | ) |
| |
| | | |
| | | |
| | | |
| | |
Fair value adjustment of earnout consideration | |
| – | | |
| – | | |
| – | | |
| (40,000 | ) |
Interest income | |
| (20,181 | ) | |
| (10,489 | ) | |
| (56,362 | ) | |
| (11,345 | ) |
Interest expense - related party | |
| 14,451 | | |
| 25,475 | | |
| 50,432 | | |
| 80,214 | |
Other income, net | |
| 1,218 | | |
| (292 | ) | |
| 8,376 | | |
| (23,887 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
(Loss) / income from continuing operations | |
| (377,067 | ) | |
| 133,677 | | |
| (1,303,979 | ) | |
| (76,347 | ) |
Loss from discontinued operations, net of tax | |
| (22,518 | ) | |
| (670,421 | ) | |
| (3,040 | ) | |
| (1,761,620 | ) |
Net loss | |
$ | (399,585 | ) | |
$ | (536,744 | ) | |
$ | (1,307,019 | ) | |
$ | (1,837,967 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Basic loss per share : | |
| | | |
| | | |
| | | |
| | |
Basic loss per share from continuing operations | |
$ | (0.34 | ) | |
$ | 0.12 | | |
$ | (1.18 | ) | |
$ | (0.07 | ) |
Basic loss per share from discontinued operations | |
| (0.02 | ) | |
| (0.61 | ) | |
| (0.00 | ) | |
| (1.60 | ) |
Basic loss per share | |
$ | (0.36 | ) | |
$ | (0.49 | ) | |
$ | (1.19 | ) | |
$ | (1.67 | ) |
| |
| | | |
| | | |
| | | |
| | |
Diluted loss per share: | |
| | | |
| | | |
| | | |
| | |
Diluted loss per share from continuing operations | |
$ | (0.34 | ) | |
$ | 0.12 | | |
$ | (1.18 | ) | |
$ | (0.07 | ) |
Diluted loss per share from discontinued operations | |
| (0.02 | ) | |
| (0.61 | ) | |
| (0.00 | ) | |
| (1.60 | ) |
Diluted loss per share | |
$ | (0.36 | ) | |
$ | (0.49 | ) | |
$ | (1.19 | ) | |
$ | (1.67 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | |
Diluted | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
For the
Three and Nine Months Ended June 30, 2024 |
| |
| |
| |
| |
| |
|
| |
| |
| |
Additional | |
| |
|
| |
Common
Stock | |
Paid-In | |
Accumulated | |
|
| |
Shares | |
Amount | |
Capital | |
Deficit | |
Total |
| |
| |
| |
| |
| |
|
Balance at September 30, 2023, unadjusted | |
| 10,061,185 | | |
$ | 100,612 | | |
$ | 20,202,202 | | |
$ | (17,686,553 | ) | |
$ | 2,616,261 | |
Adjustment for reverse stock split 1-for-10, effective
June 18, 2024 | |
| (8,960,116 | ) | |
| (89,601 | ) | |
| 89,601 | | |
| – | | |
| – | |
Balance at September 30, 2023, as adjusted | |
| 1,101,069 | | |
| 11,011 | | |
| 20,291,803 | | |
| (17,686,553 | ) | |
| 2,616,261 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 50,811 | | |
| – | | |
| 50,811 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (354,220 | ) | |
| (354,220 | ) |
Balance at December 31, 2023 | |
| 1,101,069 | | |
| 11,011 | | |
| 20,342,614 | | |
| (18,040,773 | ) | |
| 2,312,852 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 10,229 | | |
| – | | |
| 10,229 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (553,214 | ) | |
| (553,214 | ) |
Balance at March 31, 2024 | |
| 1,101,069 | | |
| 11,011 | | |
| 20,352,843 | | |
| (18,593,987 | ) | |
| 1,769,867 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 20,259 | | |
| – | | |
| 20,259 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (399,585 | ) | |
| (399,585 | ) |
Balance at June 30, 2024 | |
| 1,101,069 | | |
$ | 11,011 | | |
$ | 20,373,102 | | |
$ | (18,993,572 | ) | |
$ | 1,390,541 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| For
the Three and Nine Months Ended June 30, 2023 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| Additional | | |
| | | |
| | |
| |
| Common
Stock | | |
| Paid-In | | |
| Accumulated | | |
| | |
| |
| Shares | | |
| Amount | | |
| Capital | | |
| Deficit | | |
| Total | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at September 30, 2022, unadjusted | |
| 10,061,185 | | |
$ | 100,612 | | |
$ | 20,115,711 | | |
$ | (13,949,896 | ) | |
$ | 6,266,427 | |
Adjustment for reverse stock split 1-for-10, effective
June 18, 2024 | |
| (8,960,116 | ) | |
| (89,601 | ) | |
| 89,601 | | |
| – | | |
| – | |
Balance at September 30, 2022, as adjusted | |
| 1,101,069 | | |
| 11,011 | | |
| 20,205,312 | | |
| (13,949,896 | ) | |
| 6,266,427 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 23,935 | | |
| – | | |
| 23,935 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (430,275 | ) | |
| (430,275 | ) |
Balance at December 31, 2022 | |
| 1,101,069 | | |
| 11,011 | | |
| 20,229,247 | | |
| (14,380,171 | ) | |
| 5,860,087 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 14,859 | | |
| – | | |
| 14,859 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (870,948 | ) | |
| (870,948 | ) |
Balance at March 31, 2023 | |
| 1,101,069 | | |
| 11,011 | | |
| 20,244,106 | | |
| (15,251,119 | ) | |
| 5,003,998 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation | |
| – | | |
| – | | |
| 16,794 | | |
| – | | |
| 16,794 | |
Net loss | |
| – | | |
| – | | |
| – | | |
| (536,744 | ) | |
| (536,744 | ) |
Balance at June 30, 2023 | |
| 1,101,069 | | |
$ | 11,011 | | |
$ | 20,260,900 | | |
$ | (15,787,863 | ) | |
$ | 4,484,048 | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
| | | |
| | |
| |
For the Nine Months Ended June 30, |
|
| |
2024 | |
2023 |
|
Operating Activities: | |
| | | |
| | |
Net loss | |
$ | (1,307,019 | ) | |
$ | (1,837,967 | ) |
Adjustments to reconcile net loss to net cash (used in) / provided by operating activities: | |
| | | |
| | |
Share-based compensation | |
| 81,299 | | |
| 55,588 | |
Depreciation and amortization | |
| 248,978 | | |
| 234,928 | |
Credit loss expense | |
| 3,033 | | |
| 20,434 | |
Change in fair value of earnout consideration | |
| – | | |
| (40,000 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 479,453 | | |
| (136,900 | ) |
Inventories | |
| 91,069 | | |
| 286,300 | |
Discontinued assets held for sale | |
| 508,077 | | |
| 1,621,940 | |
Prepaid expenses and other current assets | |
| (61,525 | ) | |
| (272,350 | ) |
Accounts payable | |
| (374,342 | ) | |
| 416,456 | |
Due to Forward China (related party) | |
| 1,055,014 | | |
| 234,369 | |
Deferred income | |
| (92,412 | ) | |
| (174,152 | ) |
Net changes in operating lease liabilities | |
| 11,948 | | |
| 24,086 | |
Accrued expenses and other current liabilities | |
| (715,264 | ) | |
| 129,431 | |
Net cash (used in) / provided by operating activities | |
| (71,691 | ) | |
| 562,163 | |
| |
| | | |
| | |
Investing Activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (50,074 | ) | |
| (116,522 | ) |
Net cash used in investing activities | |
| (50,074 | ) | |
| (116,522 | ) |
| |
| | | |
| | |
Financing Activities: | |
| | | |
| | |
Repayment of note payable to Forward China (related party) | |
| (500,000 | ) | |
| (200,000 | ) |
Net cash used in financing activities | |
| (500,000 | ) | |
| (200,000 | ) |
| |
| | | |
| | |
Net decrease in cash | |
| (621,765 | ) | |
| 245,641 | |
Cash at beginning of period | |
| 3,180,468 | | |
| 2,575,522 | |
Cash at end of period | |
$ | 2,558,703 | | |
$ | 2,821,163 | |
| |
| | | |
| | |
Supplemental Disclosures of Cash Flow Information: | |
| | | |
| | |
Cash paid for interest | |
$ | 50,432 | | |
$ | 80,214 | |
Cash paid for taxes | |
$ | 8,098 | | |
$ | 7,694 | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 OVERVIEW
Business
Forward Industries, Inc.
(“Forward”, “we”, “our” or the “Company”) is a global design, sourcing and distribution
company serving top tier medical and technology customers worldwide.
The
Company’s design division provides hardware and software product design and engineering services to customers predominantly located
in the U.S. The Company’s original equipment manufacturing (“OEM”) distribution division sources and sells carrying
cases and other accessories for medical monitoring and diagnostic kits as well as a variety of other portable electronic and non-electronic
devices to OEMs or their contract manufacturers worldwide, that either package our products as accessories “in box” together
with their branded product offerings or sell them through their retail distribution channels. The Company does not manufacture any of
its OEM products and sources substantially all of these products from independent suppliers in China, through Forward Industries Asia-Pacific
Corporation, a British Virgin Islands corporation, a related party owned by the Company’s CEO (“Forward China”). See
Note 8.
The Company’s shareholders
authorized, and the Board of Directors approved, a 1-for-10 reverse stock split, which became effective on June 18, 2024. See Note
6.
Discontinued Operations
In July 2023, the Company
decided to cease operations of its retail distribution segment (“Retail Exit”) and is presenting the results of operations
for this segment within discontinued operations in the current and prior periods presented herein. Our retail distribution business sourced
and sold smart-enabled furniture, hot tubs and saunas and a variety of other products through various online retailer websites to customers
predominantly located in the U.S. and Canada. The inventory of the retail segment is presented as discontinued assets held for sale on
the balance sheets at June 30, 2024 and September 30, 2023. Where applicable, certain footnotes exclude the discontinued operations unless
otherwise noted. See Note 3 for additional information on discontinued operations.
Liquidity
For the nine months ended
June 30, 2024, the Company generated a net loss of $1,307,000, loss from continuing operations of $1,304,000 and used cash flows from
operating activities of $72,000. By discontinuing the retail segment, which incurred significant losses, the Company expects improved
performance in future periods. The Company’s OEM distribution segment procures substantially all its products through independent
suppliers in China through Forward China. In connection with the new sourcing agreement and in order to preserve future liquidity, in
November 2023, the Company and Forward China entered into an agreement whereby Forward China agreed to limit the amount of outstanding
payables it would seek to collect from the Company to $500,000 in any 12-month period, which the Company agreed to pay within 30 days
of any such request (see Note 8). This agreement pertains only to payables that were outstanding at October 30, 2023 of approximately
$7,365,000. Purchases from Forward China made after October 30, 2023 are not covered by this agreement and are expected to be paid according
to normal payment terms. In order to regain compliance with Nasdaq listing standards, the Company and Forward China entered into an agreement
to convert $1,700,000 of the due to Forward China into preferred stock, which became effective July 5, 2024 (See Note 6). Based on our
forecasted cash flows, discontinuing our retail segment and the agreements with Forward China, we believe our existing cash balance and
working capital will be sufficient to meet our liquidity needs through at least August 31, 2025. If necessary to preserve future cash
flow and liquidity, we have the ability to implement cost-cutting measures in a timely manner as we have done in prior periods, which
may include a reduction in labor force and/or salary reductions for existing personnel as deemed necessary. The condensed consolidated
financial statements do not include any adjustments that might result if the Company is unable to continue as a going concern.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Impact of COVID-19
On May 11, 2023, the U.S.
Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19; however, the effects of COVID-19
continue to linger throughout the global economy and our businesses. Though the severity of COVID-19 has subsided, new variants, or the
outbreak of a new pathogen, could interrupt our business, cause renewed labor and supply chain disruptions, and negatively impact the
global and US economy, which could materially and adversely impact our business.
NOTE 2 ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed
consolidated financial statements include the accounts of Forward Industries, Inc. and all of its wholly-owned subsidiaries: Forward Industries
(IN), Inc. (“Forward US”), Forward Industries (Switzerland) GmbH (“Forward Switzerland”), Forward Industries UK
Limited (“Forward UK”), Intelligent Product Solutions, Inc. (“IPS”) and Kablooe, Inc. (“Kablooe”).
The terms “Forward”, “we”, “our” or the “Company” as used throughout this document are
used to indicate Forward Industries, Inc. and all of its wholly-owned subsidiaries. All significant intercompany transactions and balances
have been eliminated in consolidation.
In the opinion of management,
the accompanying condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q reflect all normal recurring
adjustments necessary to present fairly the financial position and results of operations and cash flows for the interim periods presented
herein but are not necessarily indicative of the results of operations for the year ending September 30, 2024. These condensed consolidated
financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its
Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and with the disclosures and risk factors presented therein.
The September 30, 2023 condensed consolidated balance sheet has been derived from the audited consolidated financial statements.
Accounting Estimates
The preparation of the Company’s
condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Within this report, certain dollar
amounts and percentages have been rounded to their approximate values.
Segment Reporting
As a result of the discontinued
retail segment, as disclosed in Note 3, the Company now has two reportable segments: OEM distribution and design. The OEM distribution
segment sources and sells carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable
electronic and non-electronic devices (such as sporting and recreational products, bar code scanners, GPS location devices, tablets and
firearms) on a made-to-order basis that are customized to fit the products sold by our OEM customers worldwide. The design segment consists
of two operating segments (IPS and Kablooe, which have been aggregated into one reportable segment) that provide a full spectrum of hardware
and software product design and engineering services to customers predominantly located in the U.S. See Note 5 for more information on
segments.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
Accounts receivable consist
of unsecured trade accounts with customers in amounts that have been invoiced ($5,891,000 and $6,949,000 at June 30, 2024 and September
30, 2023, respectively) and contract assets as described further below under the heading “Revenue Recognition.” The Company
maintains an allowance for credit losses, which is recorded as a reduction to accounts receivable on the condensed consolidated balance
sheets. Collectability of accounts receivable is estimated by evaluating the number of days accounts are outstanding, customer payment
history, recent payment trends and perceived creditworthiness, adjusted as necessary based on specific customer situations. At June 30,
2024 and September 30, 2023, the Company had no allowances for credit losses for the OEM distribution segment, allowances for credit losses
of $0 and $46,000, respectively, for the discontinued retail distribution segment and $731,000 and $771,000, respectively, for the design
segment.
The Company has agreements
with various retailers which contain different terms for trade discounts, promotional and other sales allowances. At June 30, 2024 and
September 30, 2023, the Company recorded accounts receivable allowances of $43,000 and $139,000, respectively, for the discontinued retail
distribution segment.
Inventories
Inventories consist primarily
of finished goods and are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Based on
management’s estimates, an allowance is made to reduce excess, obsolete, or otherwise unsellable inventories to net realizable value.
The allowance is established through charges to cost of sales in the Company’s condensed consolidated statements of operations.
In determining the adequacy of the allowance, management’s estimates are based upon several factors, including analyses of inventory
levels, historical loss trends, sales history and projections of future sales demand. The Company’s estimates of the allowance may
change from time to time based on management’s assessments, and such changes could be material.
Revenue Recognition
OEM Distribution Segment
The OEM distribution segment
recognizes revenue when: (i) finished goods are shipped to its customers (in general, these conditions occur at either point of shipment
or point of destination, depending on the terms of sale and transfer of control); (ii) there are no other deliverables or performance
obligations; and (iii) there are no further obligations to the customer after the title of the goods has transferred. If the Company receives
consideration before achieving the criteria previously mentioned, it records a contract liability, which is classified as a component
of deferred income in the accompanying condensed consolidated balance sheets. The OEM distribution segment had no contract liabilities
at June 30, 2024, September 30, 2023 or September 30, 2022.
Discontinued Retail Distribution Segment
The discontinued retail distribution
segment sold products primarily through online websites operated by authorized third-party retailers. Revenue is recognized when control
(as defined in Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”) of the
related goods is transferred to the retailer, which generally occurs upon shipment to the end customer. Other than product delivery, the
retail distribution segment does not typically have other deliverables or performance obligations associated with its products. Revenue
is measured as the amount of consideration expected to be received in exchange for the products provided, net of allowances taken by retailers
for product returns and any taxes collected from customers that will be remitted to governmental authorities. When the Company receives
consideration before achieving the criteria previously mentioned, it records a contract liability, which is classified as a component
of deferred income in the accompanying condensed consolidated balance sheets. The retail distribution segment had no contract liabilities
at June 30, 2024, September 30, 2023 or 2022. The results of operations of the retail segment are reported as discontinued operations
for the three and nine months ended June 30, 2024 and 2023. See Note 3.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Design Segment
The Company applies the “cost
to cost” and “right to invoice” methods of revenue recognition to the contracts with customers in the design segment.
The design segment typically engages in two types of contracts: (i) time and material and (ii) fixed price. The Company recognizes revenue
over time on its time and material contracts utilizing a “right to invoice” method. Revenues from fixed price contracts that
require performance of services that are not related to the production of tangible assets are recognized by using cost inputs to measure
progress toward the completion of its performance obligations, or the “cost to cost” method. Revenues from fixed price contracts
that contain specific deliverables are recognized when the performance obligation has been satisfied or the transfer of goods to the customer
has been completed and accepted.
Recognized revenues that
will not be billed until a later date, or contract assets, are recorded as an asset and classified as a component of accounts receivable
in the accompanying condensed consolidated balance sheets. The design segment had contract assets of $1,369,000, $976,000 and $609,000
at June 30, 2024, September 30, 2023 and September 30, 2022, respectively. Contracts where collections to date have exceeded recognized
revenues, or contract liabilities, are recorded as a liability and classified as a component of deferred income in the accompanying condensed
consolidated balance sheets. The design segment had contract liabilities of $205,000, $297,000, and $439,000 at June 30, 2024, September
30, 2023 and September 30, 2022, respectively.
Goodwill
The Company reviews goodwill
for impairment at least annually, or more often if triggering events occur. The Company has two reporting units with goodwill (the IPS
and Kablooe operating segments) and we perform our annual goodwill impairment test on September 30, the end of the fiscal year, or upon
the occurrence of a triggering event. The Company has the option to perform a qualitative assessment to determine if an impairment is
more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value
of a reporting unit is less than its carrying amount, then the Company would not need to perform a quantitative impairment test for the
reporting unit. If the Company cannot support such a conclusion or does not elect to perform the qualitative assessment, then the Company
will perform the quantitative assessment by comparing the fair value of the reporting unit with its carrying amount, including goodwill.
If the fair value of the reporting unit exceeds its carrying value, no impairment charge is recognized. If the fair value of the reporting
unit is less than its carrying value, an impairment charge will be recognized for the amount by which the reporting unit’s carrying
amount exceeds its fair value. A significant amount of judgment is required in performing goodwill impairment tests including estimating
the fair value of a reporting unit. Management evaluated and concluded that there were no indications goodwill was impaired at June 30,
2024.
Intangible Assets
Intangible assets include
trademarks and customer relationships, which were acquired as part of the acquisitions of IPS in Fiscal 2018 and Kablooe in Fiscal 2020
and are amortized over their estimated useful lives, which are periodically evaluated for reasonableness.
Our intangible assets are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
In assessing the recoverability of our intangible assets, we must make estimates and assumptions regarding future cash flows and other
factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether
an impairment charge is recognized and the magnitude of any such charge. Fair value estimates are made at a specific point in time, based
on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore
cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related
assumptions change in the future, we may be required to record impairment charges related to our intangible assets. Management evaluated
and concluded that there were no indications of impairments of intangible assets at June 30, 2024.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company recognizes future
tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax
bases of assets and liabilities and to net tax operating loss carryforwards to the extent that realization of these benefits is more likely
than not. At June 30, 2024, there was no change to our assessment that a full valuation allowance was required against all net deferred
tax assets as it is not probable that such deferred tax assets will be realized. Accordingly, any deferred tax provision or benefit was
offset by an equal and opposite change to the valuation allowance. Our income tax provision or benefit is generally not significant due
to the existence of significant net operating loss carryforwards.
Fair Value Measurements
In connection with the acquisition
of Kablooe, the Company has a contingent earnout agreement based on Kablooe’s results of operations through August 2025. This earnout
agreement is measured at fair value in accordance with the guidance provided by ASC 820, “Fair Value Measurement.” ASC 820
defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions
that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions, and risk of nonperformance.
ASC 820 establishes a fair
value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. An asset's or liability's categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
|
· |
Level 1: quoted prices in active markets for identical assets or liabilities; |
|
|
|
|
· |
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or |
|
|
|
|
· |
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. |
The
acquisition of Kablooe provides annual contingent earnout payments based Kablooe’s results of operations through August 2025. The fair
value of the earnout liability is measured on a recurring basis at each reporting date using a Black-Scholes valuation model with inputs
categorized within level three of the fair value hierarchy. During fiscal 2023, the Company reduced this liability from $70,000 to $0
due to the low likelihood of Kablooe reaching the specified earnings target. The fair value of this earnout liability remained $0 at June
30, 2024. The resulting gains have been recorded as a component of other income on the condensed consolidated statement of operations.
The
carrying amounts of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, due to Forward China, and other current liabilities approximate fair value due their short-term maturities.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Leases
Lease assets and liabilities
are recognized at the lease commencement date based on the present value of lease payments over the lease term, using the Company’s
incremental borrowing rate commensurate with the lease term, since the Company’s lessors do not provide an implicit rate, nor is
one readily available. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise
such option, the Company will include the renewal option terms in determining the lease asset and lease liability. Lease assets represent
the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation
to make lease payments arising from the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease
term. Operating lease assets are shown as right of use assets on the condensed consolidated balance sheets. The current and long-term
portions of operating lease liabilities are shown separately as such on the condensed consolidated balance sheets.
Recent Accounting Pronouncements
In November 2023, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” which requires expanded segment reporting and is effective for the
Company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating
the effects of this pronouncement on its condensed consolidated financial statements.
In November 2019, the FASB
issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is
an accounting pronouncement that provides clarity to and amends earlier guidance on this topic and would be effective concurrently with
the adoption of such earlier guidance. This pronouncement is effective for the Company for fiscal years beginning after December 15, 2022,
and interim periods within those fiscal years. The Company adopted this guidance in the first quarter of fiscal 2024 with no material
impact on its condensed consolidated financial statements.
Reclassification
Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
NOTE 3 DISCONTINUED
OPERATIONS AND ASSETS HELD FOR SALE
Considering the recurring
losses incurred by the retail segment, in July 2023, the Company decided to cease operations of its retail distribution segment (“Retail
Exit”). The primary assets of the retail segment are inventory and accounts receivable. The Company has sold, liquidated, or otherwise
disposed of all remaining retail inventory as of June 30, 2024, and expects to collect remaining retail accounts receivable by the end
of Fiscal 2024. After this time, we expect to have no further significant continuing involvement with the retail distribution segment.
The Retail Exit is considered a strategic shift that will have a significant impact on the Company’s operations and financial results.
The inventory of the retail segment met the criteria to be considered “held-for-sale” in accordance with ASC 205-20, “Discontinued
Operations.” Accordingly, the retail inventory is classified on our condensed consolidated balance sheets as “discontinued
assets held for sale” at June 30, 2024 and September 30, 2023, and the results of operations for the retail segment have been classified
as “Discontinued Operations” on the condensed consolidated statements of operations for the three and nine months ended June
30, 2024 and 2023. The condensed consolidated balance sheets and results of operations for comparable prior periods have been reclassified
to conform to this presentation in accordance with the accounting guidance.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The total amount related
to the discontinued retail segment included in Due to Forward China on the condensed consolidated balance sheets was approximately $641,000
and $1,002,000 at June 30, 2024 and September 30, 2023, respectively.
The following table presents the major classes
of the Loss from discontinued operations, net of tax” in our condensed consolidated statements of operations.
Schedule of discontinued operations | |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended June 30, | |
For the Nine Months Ended June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
| |
| |
| |
| |
|
Revenues, net | |
$ | – | | |
$ | 1,420,000 | | |
$ | 757,000 | | |
$ | 3,396,000 | |
Cost of sales | |
| – | | |
| 1,787,000 | | |
| 468,000 | | |
| 4,223,000 | |
Gross profit | |
| – | | |
| (367,000 | ) | |
| 289,000 | | |
| (827,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Sales and marketing expenses | |
| 2,000 | | |
| 313,000 | | |
| 225,000 | | |
| 915,000 | |
General and administrative expenses | |
| 21,000 | | |
| (10,000 | ) | |
| 67,000 | | |
| 20,000 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from discontinued operations before income taxes | |
| (23,000 | ) | |
| (670,000 | ) | |
| (3,000 | ) | |
| (1,762,000 | ) |
Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
Loss from discontinued operations | |
$ | (23,000 | ) | |
$ | (670,000 | ) | |
$ | (3,000 | ) | |
$ | (1,762,000 | ) |
At September 30, 2023, discontinued
assets held for sale of $508,000 consisted of the net inventory of the retail segment. This number includes an allowance of $1,464,000
to reduce excess or otherwise unsellable inventory to its estimated net realizable value.
There was no depreciation,
amortization, investing or financing cash flow activities, or other significant noncash operating cash flow activities for the retail
segment in the three and nine months ended June 30, 2024 or 2023.
NOTE 4 INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The Company’s intangible
assets consist of the following:
Schedule of intangible assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
June 30, 2024 | |
September 30, 2023 |
| |
Trademarks | |
Customer Relationships | |
Total Intangible Assets | |
Trademarks | |
Customer Relationships | |
Total Intangible Assets |
| |
| |
| |
| |
| |
| |
|
Gross carrying amount | |
$ | 585,000 | | |
$ | 1,390,000 | | |
$ | 1,975,000 | | |
$ | 585,000 | | |
$ | 1,390,000 | | |
$ | 1,975,000 | |
Less accumulated amortization | |
| (232,000 | ) | |
| (1,009,000 | ) | |
| (1,241,000 | ) | |
| (203,000 | ) | |
| (879,000 | ) | |
| (1,082,000 | ) |
Net carrying amount | |
$ | 353,000 | | |
$ | 381,000 | | |
$ | 734,000 | | |
$ | 382,000 | | |
$ | 511,000 | | |
$ | 893,000 | |
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company’s intangible
assets resulted from the acquisitions of Kablooe and IPS in Fiscal 2020 and Fiscal 2018, respectively, and relate to the design segment
of our business. Intangible assets are amortized over their expected useful lives of 15 years for the trademarks and eight years for the
customer relationships. Amortization expense related to intangible assets was $53,000 for the three months ended June 30, 2024 and 2023,
and $160,000 for the nine months ended June 30, 2024 and 2023, which is included in general and administrative expenses on the condensed
consolidated statements of operations.
At June 30, 2024, estimated
amortization expense for the Company’s intangible assets is as follows:
Schedule of estimated amortization expense | |
| | |
Remainder of Fiscal 2024 | |
$ | 53,000 | |
Fiscal 2025 | |
| 213,000 | |
Fiscal 2026 | |
| 121,000 | |
Fiscal 2027 | |
| 82,000 | |
Fiscal 2028 | |
| 78,000 | |
Fiscal 2029 | |
| 39,000 | |
Thereafter | |
| 148,000 | |
Total | |
$ | 734,000 | |
Goodwill
Goodwill
represents the future economic benefits of assets acquired in a business combination that are not individually identified or separately
recognized. The Company’s goodwill resulted from the acquisitions of Kablooe and IPS in Fiscal 2020 and Fiscal 2018, respectively.
The goodwill associated with the IPS acquisition is not deductible for tax purposes, but the goodwill associated with the Kablooe acquisition
is deductible for tax purposes. All of the Company’s goodwill is held under the design segment of our business.
NOTE 5 SEGMENTS AND CONCENTRATIONS
As a result of discontinuing
the retail segment (see Note 3), the Company now has two reportable segments: OEM distribution and design. The results of the retail segment
are classified as discontinued operations as discussed in Note 3. Segment information presented herein excludes the results of the retail
segment for all periods presented.
Our chief operating decision
maker (“CODM”) regularly reviews revenue and operating income for each segment to assess financial results and allocate resources.
For our OEM distribution segment, we exclude general and administrative and general corporate expenses from its measure of profitability
as these expenses are not allocated to the segments and therefore not included in the measure of profitability used by the CODM. For the
design segment, general and administrative expenses directly attributable to that segment are included in its measure of profitability
as these expenses are included in the measure of its profitability reviewed by the CODM. We do not include intercompany activity in our
segment results shown below to be consistent with the information that is presented to the CODM. Segment assets consist of accounts receivable
and inventory, which are regularly reviewed by the CODM, as well as goodwill and intangible assets resulting from design segment acquisitions.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Information by segment and
related reconciliations are shown in tables below:
Schedule of segment and
related reconciliations | |
| |
| |
| |
|
| |
For the Three Months Ended June 30, | |
For the Nine Months Ended June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Revenues: | |
| |
| |
| |
|
OEM distribution | |
$ | 2,851,000 | | |
$ | 2,930,000 | | |
$ | 7,620,000 | | |
$ | 11,364,000 | |
Design | |
| 5,036,000 | | |
| 5,777,000 | | |
| 15,249,000 | | |
| 16,835,000 | |
Total segment revenues | |
$ | 7,887,000 | | |
$ | 8,707,000 | | |
$ | 22,869,000 | | |
$ | 28,199,000 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income / (loss): | |
| | | |
| | | |
| | | |
| | |
OEM distribution | |
$ | 138,000 | | |
$ | 161,000 | | |
$ | 291,000 | | |
$ | 303,000 | |
Design | |
| 57,000 | | |
| 576,000 | | |
| 266,000 | | |
| 1,539,000 | |
Total segment operating income | |
| 195,000 | | |
| 737,000 | | |
| 557,000 | | |
| 1,842,000 | |
General corporate expenses | |
| (577,000 | ) | |
| (588,000 | ) | |
| (1,858,000 | ) | |
| (1,913,000 | ) |
Operating (loss) / income from continuing operations before income taxes | |
| (382,000 | ) | |
| 149,000 | | |
| (1,301,000 | ) | |
| (71,000 | ) |
Other expense / (income), net | |
| (5,000 | ) | |
| 15,000 | | |
| 3,000 | | |
| 5,000 | |
(Loss) / income from continuing operations before income taxes | |
$ | ) | |
$ | | |
$ | ) | |
$ | ) |
| |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization: | |
| | | |
| | | |
| | | |
| | |
OEM distribution | |
$ | – | | |
$ | 1,000 | | |
$ | 4,000 | | |
$ | 3,000 | |
Design | |
| 83,000 | | |
| 78,000 | | |
| 245,000 | | |
| 232,000 | |
Total depreciation and amortization | |
$ | 83,000 | | |
$ | 79,000 | | |
$ | 249,000 | | |
$ | 235,000 | |
Schedule of segment assets | |
| | | |
| | |
| |
June 30,
2024 | |
September 30,
2023 |
Segment Assets: | |
| | | |
| | |
OEM distribution | |
$ | 2,796,000 | | |
$ | 2,478,000 | |
Design | |
| 6,426,000 | | |
| 6,721,000 | |
Total segment assets | |
| 9,222,000 | | |
| 9,199,000 | |
General corporate assets | |
| 6,004,000 | | |
| 6,924,000 | |
Discontinued assets held for sale | |
| – | | |
| 508,000 | |
Other assets of discontinued retail segment | |
| – | | |
| 755,000 | |
Total assets | |
$ | 15,226,000 | | |
$ | 17,386,000 | |
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company had certain customers
in the OEM distribution segment whose individual percentage of the Company’s consolidated revenues was 10% or greater. Revenues
from one customer or their affiliates or contract manufacturers represented 14.7% and 10.3% of the Company’s consolidated net revenues
for the three months ended June 30, 2024 and 2023, respectively. Revenues from one customer or their affiliates or contract manufacturers
represented 12.6% of the Company’s consolidated net revenues for the nine months ended June 30, 2024 and revenues from two customers
or their affiliates or contract manufacturers represented 21.1% of the Company’s consolidated net revenues for the nine months ended
June 30, 2023.
For the three and nine months
ended June 30, 2024 and 2023, the Company had one customer in the design segment whose individual percentage of the Company’s consolidated
revenues was 10% or greater. Revenues from this customer represented 23.9% and 35.0% of the Company’s consolidated net revenues
for the three months ended June 30, 2024 and 2023, respectively. Revenues from this customer represented 26.3% and 25.4% of the Company’s
consolidated net revenues for the nine months ended June 30, 2024 and 2023, respectively.
At June 30, 2024 and September
30, 2023, the Company had customers in the OEM distribution segment whose accounts receivable balance accounted for 10% or more of the
Company’s consolidated accounts receivable. One customer or its affiliate or contract manufacturer represented 17.8% and 12.0% of
the Company’s consolidated accounts receivable at June 30, 2024 and September 30, 2023, respectively.
At June 30, 2024 and September
30, 2023, the Company had one customer in the design segment whose accounts receivable balance accounted for 10% or more of the Company’s
consolidated accounts receivable. Accounts receivable from this customer represented 19.7% and 31.1%, respectively, of the Company’s
consolidated accounts receivable at June 30, 2024 and September 30, 2023.
In March 2023, the Company’s
contract with one of its major diabetic customers in the OEM distribution segment expired. Due to increased pricing pressures, the Company
did not extend its contract with this customer. Revenue from this customer approximated 2.0% and 10.0% of our consolidated net revenues
for the three and nine months ended June 30, 2023, respectively. The Company expects the loss of this customer to continue to cause a
significant decline in OEM distribution segment revenues in future periods.
NOTE 6 SHAREHOLDERS’
EQUITY
Reverse Stock Split
The Company’s shareholders authorized, and
the Board of Directors approved a 1-for-10 reverse stock split, which became effective on June 18, 2024. Any fractional shares that
would have otherwise resulted from the reverse stock split were rounded up to the nearest whole share. Accordingly, all references made
to shares, per share, or common share amounts in the accompanying condensed consolidated financial statements and applicable disclosures
have been retroactively adjusted to reflect the reverse stock split. The reverse stock split did not change the par value of the common
stock nor the authorized number of shares of common stock, preferred stock or any series of preferred stock.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nasdaq
In July 2023, the Company
was notified by Nasdaq that it was not in compliance with Nasdaq’s $1.00 minimum closing bid price requirement (“Bid Price
Requirement”). Thereafter, in February 2024, the Company was notified that it was not in compliance with Nasdaq’s minimum
$2.5 million shareholders’ equity requirement (“SE Requirement”) (collectively, with the Bid Price Requirement, the
“Minimum Requirements”). In April 2024, the Company presented a plan of action to the Nasdaq Hearings Panel to meet compliance
with the Minimum Requirements. As a result of the reverse stock split effected in June 2024 and
the entrance into the Accounts Payable Conversion Agreement (described in Note 8), the Company regained compliance with the Minimum
Requirements in July 2024 and was formally notified by Nasdaq that the Minimum Requirements were met. Until July 24, 2025, the Company
is subject to a Nasdaq “Panel Monitor” which provides for in the event the Company fails to satisfy the SE Requirement (not
the Bid Price Requirement) during the monitoring period, the Company will be required to request a hearing before the Panel in order to
maintain its listing rather than taking the interim step of submitting a compliance plan for the Listing Qualifications Staff’s
review or receiving any otherwise applicable grace period. We can provide no assurance that if the Company falls below the SE Requirement
during this period that the Company will be able to maintain its Nasdaq listing.
Preferred Stock
In
connection with the Accounts Payable Conversion Agreement with Forward China (“Conversion Agreement”), the Company filed a
Certificate of Amendment of the Certificate of Incorporation (the “COD”) designating 1,700 shares of Series A-1 Convertible
Preferred Stock, with a stated value of $1,000 per share (the “Stated Value”), which became effective on July 5, 2024.
The
holders of the Series A-1 Convertible Preferred Stock have no voting rights and rank senior to all classes or series of the Company’s
common stock with respect to the distribution of assets upon liquidation, dissolution, or winding up. Subject to a 19.9% share cap (as
defined in the COD), the Series A-1 Convertible Preferred Stock shall be convertible into a number of shares of the Company’s common
stock as determined by (i) multiplying the number of shares to be converted by the Stated Value, (ii) adding the result of all accrued
and accumulated and unpaid dividends on such shares to be converted, and then (iii) dividing the result by the conversion price of $7.50,
subject to adjustment as defined in the COD. The Series A-1 Convertible Preferred Stock is not redeemable.
Stock Options
On October 1, 2023, the Company
granted options to three of its non-employee directors to purchase an aggregate of 33,243 shares of its common stock at an exercise price
of $7.60 per share. The options vest one year from the date of grant, expire five years from the date of the grant and 11,081 were forfeited
prior to vesting. The options have a weighted average grant-date fair value of $3.60 per share and an aggregate grant-date fair value
of $120,000, which will be recognized, net of forfeitures, ratably over the vesting period.
In
May 2023, the Company granted options to three of its non-employee directors to purchase an aggregate of 12,474 shares of its common stock
at an exercise price of $10.30 per share. The options vested six months from the date of grant and expire five years from the date of
grant. The options have a weighted average grant-date fair value of $4.80 per share and an aggregate grant-date fair value of $60,000,
which were recognized ratably over the vesting period.
There
were no options exercised during the three and nine months ended June 30, 2024 or 2023.
The
Company recognized compensation expense for stock option awards of $20,000 and $17,000 during the three months ended June 30, 2024 and
2023, respectively, and $81,000 and $56,000 during the nine months ended June 30, 2024 and 2023, respectively, which was recorded as a
component of general and administrative expenses in its condensed consolidated statements of operations. As of June 30, 2024, there was
$20,000 of total unrecognized compensation cost related to nonvested stock option awards that is expected to be recognized over a weighted
average period of 0.25 years.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 EARNINGS
PER SHARE
Basic earnings per share
data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period.
Diluted earnings per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding
during each period. Dilutive common-equivalent shares consist of shares that would be issued upon the exercise of stock options and warrants,
computed using the treasury stock method. A reconciliation of basic and diluted earnings per share is as follows:
Schedule of basic and diluted earnings per share | |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended | |
For the Nine Months Ended |
| |
June 30, | |
June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Numerator: | |
| |
| |
| |
|
(Loss) / income from continuing operations | |
$ | (377,000 | ) | |
$ | 134,000 | | |
$ | (1,304,000 | ) | |
$ | (76,000 | ) |
Loss from discontinued operations, net of tax | |
| (23,000 | ) | |
| (670,000 | ) | |
| (3,000 | ) | |
| (1,762,000 | ) |
Net loss | |
$ | (400,000 | ) | |
$ | (536,000 | ) | |
$ | (1,307,000 | ) | |
$ | (1,838,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | |
Dilutive common share equivalents | |
| – | | |
| – | | |
| – | | |
| – | |
Weighted average dilutive shares outstanding | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | | |
| 1,101,069 | |
| |
| | | |
| | | |
| | | |
| | |
Basic (loss) / earnings per share: | |
| | | |
| | | |
| | | |
| | |
Basic (loss) / earnings per share from continuing operations | |
$ | (0.34 | ) | |
$ | 0.12 | | |
$ | (1.18 | ) | |
$ | (0.07 | ) |
Basic (loss) / earnings per share from discontinued operations | |
| (0.02 | ) | |
| (0.61 | ) | |
| (0.00 | ) | |
| (1.60 | ) |
Basic loss per share | |
$ | (0.36 | ) | |
$ | (0.49 | ) | |
$ | (1.19 | ) | |
$ | (1.67 | ) |
| |
| | | |
| | | |
| | | |
| | |
Diluted (loss) / earnings per share: | |
| | | |
| | | |
| | | |
| | |
Diluted (loss) / earnings per share from continuing operations | |
$ | (0.34 | ) | |
$ | 0.12 | | |
$ | (1.18 | ) | |
$ | (0.07 | ) |
Diluted (loss) / earnings per share from discontinued operations | |
| (0.02 | ) | |
| (0.61 | ) | |
| (0.00 | ) | |
| (1.60 | ) |
Diluted loss per share | |
$ | (0.36 | ) | |
$ | (0.49 | ) | |
$ | (1.19 | ) | |
$ | (1.67 | ) |
The following securities
were excluded from the calculation of diluted earnings per share in each period because their inclusion would have been anti-dilutive:
Schedule of anti-dilutive shares | |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended June 30, | |
For the Nine Months Ended June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Options | |
| 97,427 | | |
| 95,000 | | |
| 97,427 | | |
| 95,000 | |
Warrants | |
| 7,500 | | |
| 15,100 | | |
| 7,500 | | |
| 15,100 | |
Total potentially dilutive shares | |
| 104,927 | | |
| 110,100 | | |
| 104,927 | | |
| 110,100 | |
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 RELATED PARTY
TRANSACTIONS
Buying Agency and Supply
Agreement
The Company has a Buying
Agency and Supply Agreement (the “Supply Agreement”) with Forward China. The Supply Agreement provides that, upon the terms
and subject to the conditions set forth therein, Forward China will act as the Company’s exclusive buying agent and supplier of
Products (as defined in the Supply Agreement) in the Asia-Pacific region. The Company purchases products at Forward China’s
cost and through March 2023 paid Forward China a monthly service fee equal to the sum of (i) $100,000, and (ii) 4% of “Adjusted
Gross Profit”, which is defined as the selling price less the cost from Forward China. Considering the loss of a significant OEM
distribution customer (see Note 5), effective April 1, 2023, the Company and Forward China agreed to reduce the fixed portion of the sourcing
fee from $100,000 to $83,333 per month for the remaining term of the Supply Agreement, which expired in October 2023. Effective October
2023, the Company and Forward China entered into a new sourcing agreement under which the fixed portion of the sourcing fee was further
reduced to $65,833 per month. Other terms in the agreement are substantially the same as the prior agreement. The new sourcing agreement
expires October 31, 2024. The Company recorded service fees to Forward China of $221,000 and $284,000
during the three months ended June 30, 2024 and 2023, respectively, and $674,000 and $978,000 for the nine months ended June 30, 2024
and 2023, respectively, which are included as a component of cost of sales upon sales of the related products. The Company had purchases
from Forward China during the three months ended June 30, 2024 and 2023 of approximately $2,149,000 and $2,454,000, respectively, and
$5,672,000 and $9,963,000 for the nine months ended June 30, 2024 and 2023, respectively.
In order to preserve the
Company’s current and future liquidity, in November 2023, the Company and Forward China entered into an agreement whereby Forward
China agreed to limit the amount of outstanding payables it would seek to collect from the Company to $500,000 in any 12-month period,
which the Company agreed to pay within 30 days of any such request. This agreement pertains only to payables that were outstanding at
October 30, 2023 of approximately $7,365,000. Purchases from Forward China made after October 30, 2023 are not covered by this agreement
and are expected to be paid according to normal payment terms. At June 30, 2024, the remaining balance covered by this agreement was approximately
$7,105,000.
Accounts Payable Conversion Agreement
Effective July 5, 2024, the
Company and Forward China entered into a Conversion Agreement. Under the terms of the Conversion Agreement, Forward China agreed to convert
$1,700,000 of the Due to Forward China payable into 1,700 shares of the Company’s newly designated Series A-1 convertible preferred
stock (the “Preferred Stock”) with a stated value of $1,000 per share. See Note 6.
Promissory Note
On January 18, 2018, the
Company issued a $1,600,000 unsecured promissory note payable to Forward China to fund the acquisition of IPS. The promissory note bears
an interest rate of 8% per annum and had an original maturity date of January 18, 2019. Monthly interest payments commenced on February
18, 2018, with the principal due at maturity. The Company incurred and paid interest associated with this note of $14,000 and $25,000
in the three months ended June 30, 2024 and 2023, respectively, and $50,000 and $80,000 in the nine months ended June 30, 2024 and 2023,
respectively. The maturity date of this note was extended to December 31, 2024. The maturity date of this note has been extended on several
occasions to assist the Company with liquidity. The Company made principal payments of $500,000 and $200,000 on this note during the nine
months ended June 30, 2024 and 2023, respectively, and this note has a remaining balance of $600,000 at June 30, 2024.
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other Related Party Activity
In October 2020, the Company’s
retail division began selling smart-enabled furniture, which is sourced by Forward China and sold in the U.S. under the Koble brand name.
The Koble brand is owned by The Justwise Group Ltd. (“Justwise”), a company owned by Terence Wise, Chief Executive Officer
and Chairman of the Company. The Company recognized revenues from the sale of Koble products of $4,000 and $509,000 in the three months
ended June 30, 2024 and 2023, respectively, and $380,000 and $1,550,000 in the nine months ended June 30, 2024 and 2023, respectively.
Due to the Retail Exit, these revenues are included in the loss from discontinued operations for the three and nine months ended June
30, 2024 and 2023. The Company had an agreement with Justwise, under which (i) Justwise performed design, marketing and inventory management
services related to the Koble products sold by the Company and (ii) the Company was granted a license to sell Koble products. In exchange
for such services, the Company paid Justwise $10,000 per month plus 1% of the cost of Koble products purchased from Forward China. This
agreement existed on a month-to-month basis until November 30, 2023. The Company incurred costs under this agreement of $0 and $20,000
for the three and nine months ended June 30, 2024, respectively. The Company incurred costs of $31,000
and $95,000 under this agreement for the three and nine months ended June 30, 2023, respectively. Due to the Retail Exit, these
costs are included in the loss from discontinued operations for the three and nine months ended June 30, 2024 and 2023. The Company had
accounts payable to Justwise of $0 and $10,000 at June 30, 2024 and September 30, 2023, respectively.
The Company recorded revenue
from a customer whose principal owner is an immediate family member of Jenny P. Yu, a significant shareholder of the Company and managing
director of Forward China. The Company recognized revenue from this customer of $108,000 and $122,000 for the three months ended June
30, 2024 and 2023, respectively, and $427,000 and $507,000 for the nine months ended June 30, 2024 and 2023, respectively. The Company
had no accounts receivable from this customer at June 30, 2024 or September 30, 2023.
The Company recorded revenue
from a customer who employs an immediate family member of a former member of our Audit, Governance and Compensation committees of our
Board of Directors. The Company recognized revenue from this customer of $8,000 and $46,000 for the three and nine months ended June 30,
2024, respectively, and no revenue was recognized for the three and nine months ended June 30, 2023. The Company did not have accounts
receivable from this customer June 30, 2024 or September 30, 2023.
NOTE 9 LEGAL PROCEEDINGS
From time to time, the Company
may become a party to legal actions or proceedings in the ordinary course of its business. At June 30, 2024, and through the date of this
filing, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s
interests, the Company believes would be material to its business.
NOTE 10 LEASES
The Company’s operating
leases are primarily for corporate, engineering, and administrative office space. Cash paid for amounts included in operating lease liabilities
for the nine months ended June 30, 2024 and 2023, which have been included in cash flows from operating activities, was $441,000
and $429,000, respectively.
Details of operating lease expense are as follows:
Schedule of operating lease expense | |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended June 30, | |
For the Nine Months Ended June 30, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Operating lease expense included in: | |
| | | |
| | | |
| | | |
| | |
Sales and marketing expense | |
$ | 4,000 | | |
$ | – | | |
$ | 11,000 | | |
$ | 3,000 | |
General and administrative expense | |
| 151,000 | | |
| 155,000 | | |
| 453,000 | | |
| 463,000 | |
Total | |
$ | 155,000 | | |
$ | 155,000 | | |
$ | 464,000 | | |
$ | 466,000 | |
FORWARD INDUSTRIES, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2024, the Company’s
operating leases had a weighted average remaining lease term of 7.1 years and a weighted average discount rate of 5.7%.
At June 30, 2024, future
minimum payments under non-cancellable operating leases were as follows:
Schedule of future
minimum payments under non-cancellable operating leases | |
| | |
Remainder of Fiscal 2024 | |
$ | 151,000 | |
Fiscal 2025 | |
| 556,000 | |
Fiscal 2026 | |
| 510,000 | |
Fiscal 2027 | |
| 419,000 | |
Fiscal 2028 | |
| 428,000 | |
Thereafter | |
| 1,551,000 | |
Total future minimum lease payments | |
| 3,615,000 | |
Less imputed interest | |
| (672,000 | ) |
Present value of lease liabilities | |
| 2,943,000 | |
Less current portion of lease liabilities | |
| (411,000 | ) |
Long-term portion of lease liabilities | |
$ | 2,532,000 | |
NOTE 11 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other
current liabilities at June 30, 2024 and September 30, 2023 are as follows:
Schedule of accrued expenses and other accrued liabilities | |
| | | |
| | |
| |
June 30, | |
September 30, |
| |
2024 | |
2023 |
Accrued commissions/bonuses | |
$ | 148,000 | | |
$ | 872,000 | |
Paid time off | |
| 319,000 | | |
| 285,000 | |
Other | |
| 175,000 | | |
| 201,000 | |
Total | |
$ | 642,000 | | |
$ | 1,358,000 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion
and analysis should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and
other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements
and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The following discussion
and analysis compares our condensed consolidated results of operations for the three and nine months ended June 30, 2024 (the “2024
Quarter” and “2024 Period”, respectively) with those for the three and nine months ended June 30, 2023 (the “2023
Quarter” and “2023 Period”, respectively). All dollar amounts and percentages presented herein have been rounded
to approximate values.
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking
statements”, as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, among other things, statements regarding our liquidity, plans on repaying outstanding debt obligations, as well as other statements
regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can
be identified by words such as "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "predicts," "projects," "will be," "will continue," "will likely result,"
and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks
and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking
statements. These risks include the inability to expand our customer base, loss of additional customers, pricing pressures, lack of success
of our sales people, failure to develop products at a profit, continued supply chain issues, a
significant decrease in our stock price upon effectuating a reverse stock split, inability to maintain compliance with Nasdaq listing
standards, inability of our design division’s customers to pay for our services, unanticipated issues with our affiliated
sourcing agent, issues at Chinese factories that source our products, and failure to obtain acceptance of our products. No assurance can
be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described
in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the
year ended September 30, 2023 for information regarding risk factors that could affect the Company’s results. We undertake no obligation
to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these
risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Business Overview
Forward Industries, Inc.
is a global design, sourcing and distribution company serving top tier medical and technology customers worldwide.
The
Company’s design division provides hardware and software product design and engineering services to customers predominantly located
in the U.S. The Company’s original equipment manufacturing (“OEM”) distribution division sources and sells carrying
cases and other accessories for medical monitoring and diagnostic kits as well as a variety of other portable electronic and non-electronic
devices to OEMs, or their contract manufacturers worldwide, that either package our products as accessories “in box” together
with their branded product offerings or sell them through their retail distribution channels. The Company does not manufacture any of
its OEM products and sources substantially all of these products from independent suppliers in China, through Forward Industries Asia-Pacific
Corporation, a British Virgin Islands corporation (“Forward China”). Forward China is owned by our Chairman of the Board and
Chief Executive Officer.
In June 2024, the Company’s stockholders
authorized, and the Company’s Board of Directors approved, a 1-for-10 reverse stock split of our common stock, which became
effective on June 18, 2024. Accordingly, all references made to share, per share, or common share amounts in the accompanying condensed
consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the reverse stock split.
Discontinued Operations
Considering the recurring
losses incurred by the retail distribution segment, in July 2023, the Company decided to cease operations of our retail distribution segment
(“Retail Exit”) and we are presenting the results of operations for this segment within discontinued operations in the current
and prior periods presented herein. The discontinuation of the retail segment represents a strategic shift in the Company’s business.
The primary assets of the retail segment are inventory and accounts receivable. The Company sold, liquidated, or otherwise disposed of
the remaining retail inventory as of June 30, 2024, and will collect the remaining retail accounts receivable by the end of fiscal 2024.
After this time, we expect to have no further significant continuing involvement with the retail distribution segment. The inventory of
the retail segment is presented as discontinued assets held for sale on the balance sheets at June 30, 2024 and September 30, 2023 and
the results of operations for the retail segment have been classified as discontinued operations on the condensed consolidated statements
of operations for the three and nine months ended June 30, 2024 and 2023.
COVID-19
On May 11, 2023, the U.S.
Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19; however, the effects of COVID-19
continue to linger throughout the global economy and our businesses. Though the severity of COVID-19 has subsided, new variants, or the
outbreak of a new pathogen, could interrupt business, cause renewed labor and supply chain disruptions, and negatively impact the global
and US economy, which could materially and adversely impact our businesses.
Variability of Revenues
and Results of Operations
A significant portion of
our revenue is concentrated with several large customers, some of which are the same and some of which change over time. Orders from some
of these customers can be highly variable, with short lead times, which can cause our quarterly revenues, and consequently our results
of operations, to vary over a relatively short period of time.
Critical Accounting Policies
and Estimates
We discussed the material
accounting policies that are critical in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2023, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies and Estimates”. There has been no material change in critical accounting policies or estimates during the period
covered by this report.
Recent Accounting Pronouncements
For information on recent
accounting pronouncements and impacts, see Note 2 to the unaudited condensed consolidated financial statements.
RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED JUNE 30, 2024 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2023
Consolidated Results
The table below summarizes our consolidated results
from continuing operations for the 2024 Quarter as compared to the 2023 Quarter:
| |
Consolidated Results of Operations |
| |
2024 Quarter | |
2023 Quarter | |
Change ($) | |
Change (%) |
Revenues, net | |
$ | 7,887,000 | | |
$ | 8,707,000 | | |
$ | (820,000 | ) | |
| (9.4% | ) |
Cost of sales | |
| 6,281,000 | | |
| 6,517,000 | | |
| (236,000 | ) | |
| (3.6% | ) |
Gross profit | |
| 1,606,000 | | |
| 2,190,000 | | |
| (584,000 | ) | |
| (26.7% | ) |
Sales and marketing expenses | |
| 350,000 | | |
| 398,000 | | |
| (48,000 | ) | |
| (12.1% | ) |
General and administrative expenses | |
| 1,638,000 | | |
| 1,643,000 | | |
| (5,000 | ) | |
| (0.3% | ) |
Loss from operations | |
| (382,000 | ) | |
| 149,000 | | |
| (531,000 | ) | |
| (356.4% | ) |
Other (income) / expense, net | |
| (5,000 | ) | |
| 15,000 | | |
| (20,000 | ) | |
| (133.3% | ) |
Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
Loss from continuing operations | |
$ | (377,000 | ) | |
$ | 134,000 | | |
$ | (511,000 | ) | |
| (381.3% | ) |
The discussion that follows
below provides further details about our results from continuing operations for the 2024 Quarter as compared to the 2023 Quarter.
Net revenues declined significantly
in the design segment, and, to a lesser extent, in the OEM distribution segment.
Our gross profit decreased
in both the design and OEM distribution segments. Our gross margin decreased from 25.2% in the 2023 Quarter to 20.4% in the 2024 Quarter,
due to lower utilization rates in our design segment, partially offset by a change in the mix of our OEM distribution segment revenue
and a reduction in our sourcing fee with Forward China.
Sales and marketing expenses
decreased primarily due to staff reduction in our OEM distribution segment and decreased slightly as a percentage of revenues.
General and administrative
expenses remained flat in the 2024 Quarter mainly due to increased costs related to the Nasdaq non-compliance matter that were offset by
lower Board of directors’ compensation. Management continues to monitor the various components of general and administrative expenses
and how these costs are affected by inflationary and other factors. We intend to adjust these costs as needed based on the overall needs
of the business.
We recorded net other income
of $5,000 in the 2024 Quarter compared to net other expense of $15,000 in the 2023 Quarter. The variance is due to an increase in interest
income from interest bearing deposits in the 2024 Quarter and a decrease in interest expense resulting from a reduction in the amount
of debt outstanding.
We generated a loss from
continuing operations of $377,000 in the 2024 Quarter compared to income of $134,000 in the 2023 Quarter. We maintain significant net
operating loss carryforwards and do not recognize a significant income tax expense or benefit as our deferred tax provision is typically
offset by a full valuation allowance on our net deferred tax asset.
Consolidated basic and diluted
(loss) / income per share from continuing operations were ($0.34) and $0.12 for the 2024 Quarter and the 2023 Quarter, respectively.
Segment Results
The discussion that follows
below provides further details about the results of operations for each segment as compared to the prior year quarter.
| |
Segment Results of Operations |
| |
OEM Distribution | |
Design | |
Corporate Expenses | |
Consolidated |
2024 Quarter revenues | |
$ | 2,851,000 | | |
$ | 5,036,000 | | |
$ | – | | |
$ | 7,887,000 | |
2023 Quarter revenues | |
| 2,930,000 | | |
| 5,777,000 | | |
| – | | |
| 8,707,000 | |
Change | |
$ | (79,000 | ) | |
$ | (741,000 | ) | |
$ | – | | |
$ | (820,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
2024 Quarter operating income/(loss) | |
$ | 138,000 | | |
$ | 57,000 | | |
$ | (577,000 | ) | |
$ | (382,000 | ) |
2023 Quarter operating income/(loss) | |
| 161,000 | | |
| 576,000 | | |
| (588,000 | ) | |
| 149,000 | |
Change | |
$ | (23,000 | ) | |
$ | (519,000 | ) | |
$ | 11,000 | | |
$ | (531,000 | ) |
OEM Distribution Segment
Net revenues in the OEM distribution
segment decreased slightly as volume declines from some diabetic customers were partially offset by higher volumes with other diabetic
customers. As consumer demand increases for diabetic testing products which require no carrying case, we expect diabetic product sales
to continue to represent a smaller portion of our OEM distribution revenue.
The following tables set
forth revenues by product line of our OEM distribution segment customers for the periods indicated:
| |
| OEM Revenues by Product Line | |
| |
| 2024
Quarter | | |
| 2023
Quarter | | |
| Change ($) | | |
| Change (%) | |
Diabetic products | |
$ | 2,313,000 | | |
$ | 2,402,000 | | |
$ | (89,000 | ) | |
| (3.7% | ) |
Other products | |
| 538,000 | | |
| 528,000 | | |
| 10,000 | | |
| 1.9% | |
Total net revenues | |
$ | 2,851,000 | | |
$ | 2,930,000 | | |
$ | (79,000 | ) | |
| (2.7% | ) |
Diabetic Product Revenues
Our OEM distribution segment
sources to the order of, and sells carrying cases for, blood glucose diagnostic kits directly to OEMs (or their contract manufacturers).
The OEM customer or its contract manufacturer packages our carry cases “in box” as a custom accessory for the OEM’s
blood glucose testing and monitoring kits or, to a lesser extent, sells them through their retail distribution channels.
Revenues from diabetic products
decreased due to the loss of one of our major diabetic customers whose contract expired, lower volumes from some diabetic customers, partially
offset by higher volumes from other diabetic customers. Management believes that revenues from diabetic customers will decline in future
periods. Revenues from diabetic products represented 81% of net revenues for the OEM distribution segment in the 2024 Quarter compared
to 82% in the 2023 Quarter.
Other Product Revenues
Our OEM distribution segment
also sources and sells cases and protective solutions for a diverse array of portable electronic and non-electronic products (such as
sporting and recreational products, bar code scanners, GPS devices, tablets and firearms) on a made-to-order basis that are customized
to fit the products sold by our OEM customers.
Revenues from other products
increased due to some new customers, partially offset by reduced demand from other customers. We will continue to focus on our sales and
sales support teams in our continued efforts to expand and diversify our other products customer base.
Operating Income
Operating income declined
slightly for the OEM distribution segment and operating income margin declined from 5.5% in the 2023 Quarter to 4.8% in the 2024 Quarter.
Reductions to marketing personnel were offset by lower gross margins due to the mix of revenue and allocation of the sourcing fee from
Forward China.
Design Segment
The decrease in net revenues
in the design segment was primarily driven by one customer whose revenue declined approximately $1,200,000, as well as a net decrease
in volume of work and projects with continuing customers, partially offset by projects from new customers.
Operating income for the
design segment decreased and operating income margin decreased from 10.0% in the 2023 Quarter to 1.1% in 2024 Quarter, primarily driven
by lower utilization rates.
RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED JUNE 30, 2024 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2023
Consolidated Results
The table below summarizes our consolidated results
from continuing operations for the 2024 Period as compared to the 2023 Period:
| |
Consolidated Results of Operations |
| |
2024
Period | |
2023
Period | |
Change ($) | |
Change (%) |
Revenues, net | |
$ | 22,869,000 | | |
$ | 28,199,000 | | |
$ | (5,330,000 | ) | |
| (18.9% | ) |
Cost of sales | |
| 18,013,000 | | |
| 22,118,000 | | |
| (4,105,000 | ) | |
| (18.6% | ) |
Gross profit | |
| 4,856,000 | | |
| 6,081,000 | | |
| (1,225,000 | ) | |
| (20.1% | ) |
Sales and marketing expenses | |
| 1,089,000 | | |
| 1,260,000 | | |
| (171,000 | ) | |
| (13.6% | ) |
General and administrative expenses | |
| 5,068,000 | | |
| 4,893,000 | | |
| 175,000 | | |
| 3.6% | |
Loss from operations | |
| (1,301,000 | ) | |
| (72,000 | ) | |
| (1,229,000 | ) | |
| 1706.9% | |
Other (income) / expense, net | |
| 3,000 | | |
| 5,000 | | |
| (2,000 | ) | |
| (40.0% | ) |
Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
Loss from continuing operations | |
$ | (1,304,000 | ) | |
$ | (77,000 | ) | |
$ | (1,227,000 | ) | |
| 1593.5% | |
The discussion that follows
below provides further details about our results from continuing operations for the 2024 Period as compared to the 2023 Period.
Net revenues declined significantly
in the OEM distribution segment and, to a lesser extent, in the design segment.
Our gross profit decreased
across both segments, and our gross margin decreased slightly from 21.6% in the 2023 Period to 21.2% in the 2024 Period driven by lower
utilization rates in our design segment, partially offset by a change in the mix of our OEM distribution segment revenue and a reduction
in our sourcing fee with Forward China.
Sales and marketing expenses
decreased primarily due to staff reduction in our OEM distribution segment. Sales and marketing as a percentage of revenues increased
from 4.5% in the 2023 Period to 4.8% in the 2024 Period.
General and administrative
expenses increased slightly in the 2024 Period. Increased corporate expenses, primarily driven by costs related to Nasdaq non-compliance
issues and a credit loss recovery in the 2023 Period that did not recur in the 2024 Period, were partially offset by lower payroll related
expenses. Management continues to monitor the various components of general and administrative expenses and how these costs are affected
by inflationary and other factors. We intend to adjust these costs as needed based on the overall needs of the business.
We recorded net other expense
of $3,000 in the 2024 Period compared to net other expense of $5,000 in the 2023 Period. The variance is due to fair value adjustments
of $40,000 in the 2023 Period to reduce to the fair value of the earnout consideration related to the Kablooe acquisition, $18,000 of
net duty drawback income received in the 2023 Period, offset by an increase in interest income from interest bearing deposits in the 2024
Period and a decrease in interest expense resulting from a reduction in the amount of debt outstanding.
We generated a loss from
continuing operations of $1,304,000 and $77,000 in the 2024 Period and 2023 Period, respectively. We maintain significant net operating
loss carryforwards and do not recognize a significant income tax expense or benefit as our deferred tax provision is typically offset
by a full valuation allowance on our net deferred tax asset.
Consolidated basic and diluted
loss per share from continuing operations were $1.18 and $0.07 for the 2024 Period and the 2023 Period, respectively.
Segment Results
The discussion that follows
below provides further details about the results of operations for each segment as compared to the prior year Period.
| |
Segment Results of Operations |
| |
OEM Distribution | |
Design | |
Corporate Expenses | |
Consolidated |
2024 Period revenues | |
$ | 7,620,000 | | |
$ | 15,249,000 | | |
$ | – | | |
$ | 22,869,000 | |
2023 Period revenues | |
| 11,364,000 | | |
| 16,835,000 | | |
| – | | |
| 28,199,000 | |
Change | |
$ | (3,744,000 | ) | |
$ | (1,586,000 | ) | |
$ | – | | |
$ | (5,330,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
2024 Period operating income/(loss) | |
$ | 291,000 | | |
$ | 266,000 | | |
$ | (1,858,000 | ) | |
$ | (1,301,000 | ) |
2023 Period operating income/(loss) | |
| 303,000 | | |
| 1,539,000 | | |
| (1,913,000 | ) | |
| (71,000 | ) |
Change | |
$ | (12,000 | ) | |
$ | (1,273,000 | ) | |
$ | 55,000 | | |
$ | (1,230,000 | ) |
OEM Distribution Segment
Net revenues in the OEM distribution
segment decreased primarily from the loss of one major diabetic customer in March 2023 and, to a lesser extent, due to lower volumes from
other diabetic customers, which were partially offset by new business with non-diabetic customers. In March 2023, a contract with one
of our major diabetic customers expired. Due to increased pricing pressures, we did not extend our contract with this customer. Revenue
from this customer represented 10.1% of our consolidated net revenues in the 2023 Period. We expect the loss of this customer to continue
to cause a significant decline in OEM distribution segment revenues in future periods. As consumer demand increases for diabetic testing
products which require no carrying case, we expect diabetic product sales to continue to represent a smaller portion of our OEM distribution
revenue.
The following tables set
forth revenues by product line of our OEM distribution segment customers for the periods indicated:
| |
| OEM Revenues by Product Line | |
| |
| 2024
Period | | |
| 2023
Period | | |
| Change ($) | | |
| Change (%) | |
Diabetic products | |
$ | 5,708,000 | | |
$ | 9,760,000 | | |
$ | (4,052,000 | ) | |
| (41.5% | ) |
Other products | |
| 1,912,000 | | |
| 1,604,000 | | |
| 308,000 | | |
| 19.2% | |
Total net revenues | |
$ | 7,620,000 | | |
$ | 11,364,000 | | |
$ | (3,744,000 | ) | |
| (32.9% | ) |
Diabetic Product Revenues
Our OEM distribution segment
sources to the order of, and sells carrying cases for, blood glucose diagnostic kits directly to OEMs (or their contract manufacturers).
The OEM customer or its contract manufacturer packages our carry cases “in box” as a custom accessory for the OEM’s
blood glucose testing and monitoring kits or, to a lesser extent, sells them through their retail distribution channels.
Revenues from diabetic products
decreased primarily due to the loss of one of our major diabetic customers whose contract expired, lower volumes in the 2024 Period and
the loss of one product to a competitor. As mentioned above, management believes that revenues from diabetic customers will decline in
future periods. Revenues from diabetic products represented 75% of net revenues for the OEM distribution segment in the 2024 Period compared
to 86% in the 2023 Period.
Other Product Revenues
Our OEM distribution segment
also sources and sells cases and protective solutions for a diverse array of portable electronic and non-electronic products (such as
sporting and recreational products, bar code scanners, GPS devices, tablets and firearms) on a made-to-order basis that are customized
to fit the products sold by our OEM customers.
Revenues from other products
increased due to new customers and higher sales volume with several existing customers, partially offset by reduced demand from other
customers. We will continue to focus on our sales and sales support teams in our continued efforts to expand and diversify our other products
customer base.
Operating Income
Operating income for the
OEM distribution segment increased and operating income margin increased from 2.7% in the 2023 Period to 3.8% in the 2024 Period, driven
by a change in the mix of revenue and lower sales and marketing expenses.
Considering the loss of a
significant diabetic customer, management reduced its OEM distribution segment sales and marketing personnel in March 2023 and reduced
its sourcing fee with Forward China. Effective April 1, 2023, the Company and Forward China agreed to reduce the fixed portion of the
sourcing fee from $100,000 to $83,333 per month for the remaining term of the sourcing agreement. The Company and Forward China signed
a new Supply Agreement effective October 2023, which further reduced the fixed portion of the sourcing fee to $65,833 per month. See Note
8 to the condensed consolidated financial statements for more information on the sourcing agreement with Forward China.
Design Segment
The decrease in net revenues
in the design segment was primarily driven by one customer whose revenue declined approximately $1,200,000, as well as a net decrease
in volume of work and projects with continuing customers, partially offset by projects from new customers.
Operating income for the
design segment decreased and operating income margin decreased from 9.1% in the 2023 Period to 1.7% in 2024 Period. This decrease was
driven by lower utilization rates and credit loss recoveries in the 2023 Period that did not recur in the 2024 Period, partially offset
by lower payroll costs and increased billing rates on some projects.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of liquidity
is our operations. The primary demand on our working capital has historically been (i) operating losses, (ii) repayment of debt obligations,
and (iii) any increases in accounts receivable and inventories arising in the ordinary course of business. Historically, our sources of
liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business. At June 30, 2024, our
working capital deficit, which excludes discontinued assets held for sale, was $1,576,000 compared to working capital of $26,000 at September
30, 2023. The decrease was primarily due to the Forward China promissory note of $600,000, which matures on December 31, 2024 and is now
included in current liabilities, lower cash and accounts receivable balances, and an increase in payables due Forward China. At July 31,
2024, we had approximately $3,200,000 cash on hand.
Forward China, our largest
vendor and an entity owned by our Chairman of the Board and Chief Executive Officer, holds a $1,600,000 promissory note (the “FC
Note”) issued by us which matures on December 31, 2024 (see Note 8 to the condensed consolidated financial statements). The balance
of the FC Note was reduced to $600,000 after we made principal payments of $1,000,000 through June 30, 2024. Although the FC Note has
been extended on multiple occasions to assist us with our liquidity position, we plan on funding the repayment at maturity using existing
cash balances and/or obtaining additional extensions as deemed necessary. Additionally, Forward China has extended payment terms on our
outstanding payables due to them when necessary. At June 30, 2024, our accounts payable due to Forward China was approximately $9,301,000.
In order to preserve our current and future liquidity, Forward China agreed to limit the amount of outstanding payables it would seek
to collect from us to $500,000 in any 12-month period, which we agreed to pay within 30 days of any such request. This agreement pertains
only to payables that were outstanding at October 30, 2023 of $7,365,000. Purchases from Forward China made after October 30, 2023, are
not covered by this agreement and are expected to be paid according to normal payment terms. Effective July 5, 2024, the
Company entered into an Accounts Payable Conversion Agreement (the “Conversion Agreement”) with Forward China. Under the terms
of the Conversion Agreement, Forward China agreed to convert $1,700,000 of the Due to Forward China payable into shares of the Company’s
Series A-1 preferred stock (the “Preferred Stock”). We can provide no assurance that (i) Forward China will extend
the FC Note again if we request an extension, (ii) Forward China will extend additional payment terms on any payables not covered by the
agreement, if needed, or (iii) any new credit facility will be available on terms acceptable to us or at all.
We anticipate that our liquidity
and financial resources for the 12 months following the date of this report will be adequate to manage our operating and financial requirements.
If necessary to preserve future cash flow and liquidity, we have the ability to implement cost-cutting measures in a timely manner as
we have done in prior periods, which may include a reduction in labor force and/or salary reductions for existing personnel as deemed
necessary. If we have the opportunity to make a strategic acquisition (as we have in the past with the acquisitions of IPS and Kablooe)
or an investment in a product or partnership, we may require additional capital beyond our current cash balance to fund the opportunity.
If we seek to raise additional capital, there is no assurance that we will be able to raise funds on terms that are acceptable to us or
at all. In the current environment of rising interest rates, any future borrowing is expected to result in higher interest expense.
Although we do not anticipate
the need to purchase additional material capital assets in order to carry out our business, it may be necessary for us to purchase equipment
and other capital assets in the future, depending on need.
Cash Flows
During the 2024 Period and
2023 Period, our sources and uses of cash were as follows:
Operating
Activities
During the 2024 Period, cash
used in operating activities of $72,000 resulted from a net loss of $1,307,000, decreases in accrued expenses and other current liabilities
of $715,000, a decrease in deferred income of $92,000, and the net change in other operating assets and liabilities of $50,000 partially
offset by a decrease in discontinued assets held for sale of $508,000, non-cash expenses of $333,000 related to depreciation, amortization,
share-based compensation and credit loss expense, a decrease in accounts receivable of $479,000, a decrease in inventory $91,000 and an
increase in accounts payable and amounts due to Forward China of $681,000.
During the 2023 Period, cash
provided by operating activities of $562,000 resulted from a decrease in discontinued assets held for sale $1,622,000, a decrease in inventory
$286,000, an increase in accounts payable and amounts due to Forward China of $651,000, non-cash expenses of $271,000 related to fair
value adjustments, depreciation, amortization, share-based compensation and bad debt expense, an increase in accrued expenses and other
current liabilities of $129,000 and the net change in other operating assets and liabilities of $24,000, partially offset by a net loss
of $1,838,000, an increase in prepaid expenses and other current assets of $272,000, a decrease in deferred income of $174,000 and an
increase in accounts receivable of $137,000.
Investing Activities
Cash used in investing activities
in the 2024 Period and the 2023 Period of $50,000 and $117,000, respectively, resulted from purchases of property and equipment.
Financing
Activities
Cash used in financing activities
in the 2024 Period and the 2023 Period of $500,000 and $200,000, respectively, consisted of principal payments on the promissory note
held by Forward China.
Related Party Transactions
For information on related
party transactions and their financial impact, see Note 8 to the unaudited condensed consolidated financial statements contained herein.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure
Controls and Procedures. Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal
Financial Officer, required by Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”)
of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act.
Based on their evaluation, our management has concluded that our disclosure controls and procedures are effective as of the end of the
period covered by this report 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 and
is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding required disclosure.
Changes in Internal Control
Over Financial Reporting. There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and
Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Limitations of the Effectiveness
of Controls and Procedures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation
of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
PART II. OTHER
INFORMATION
From time to time, the Company
may become a party to legal actions or proceedings in the ordinary course of its business. At June 30, 2024, there were no such actions
or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes
would be material to its business.
While
we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances,
some level of risk and uncertainty will always be present. Item 1A - “Risk Factors” in the Form 10-K for the fiscal year ended
September 30, 2023 describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review.
These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows,
projected results, and future prospects. There have been no material changes in our risk factors from those disclosed in the Form 10-K
for the fiscal year ended September 30, 2023.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
There
were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2024, that were not previously
disclosed in a Current Report on Form 8-K.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not Applicable.
No officers, as defined in Rule 16a-1(f), or directors
adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined
in Regulation S-K Item 408, during the last fiscal quarter.
The exhibits listed in the
accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Form 10-Q.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Dated: August 14, 2024
|
FORWARD INDUSTRIES, INC. |
|
|
|
|
|
By: /s/ Terence Wise
Terence Wise
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Kathleen Weisberg
Kathleen Weisberg
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
EXHIBIT INDEX
______________________
* Management compensatory agreement or arrangement.
+ Certain schedules, appendices and exhibits to this agreement
have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally
to the Securities and Exchange Commission staff upon request.
Copies of this filing (including the financial statements) and any
of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Forward Industries, Inc.;
700 Veterans Memorial Hwy, Suite 100, Hauppauge, NY 11788; Attention: Corporate Secretary.
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Terence Wise, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Forward Industries, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 14, 2024
/s/ Terence Wise |
|
Terence Wise
Chief Executive Officer
(Principal Executive Officer) |
|
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Kathleen Weisberg, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Forward Industries, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 14, 2024
/s/ Kathleen Weisberg |
|
Kathleen Weisberg
Chief Financial Officer
(Principal Financial Officer) |
|
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the quarterly report of Forward
Industries, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and
Exchange Commission on the date hereof, I, Terence Wise, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of
the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
1. |
The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and |
|
2. |
The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Terence Wise |
|
Terence Wise
Chief Executive Officer
(Principal Executive Officer) |
|
Dated: August 14, 2024
In connection with the quarterly report of Forward
Industries, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and
Exchange Commission on the date hereof, I, Kathleen Weisberg, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
1. |
The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and |
|
2. |
The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Kathleen Weisberg |
|
Kathleen Weisberg
Chief Financial Officer
(Principal Financial Officer) |
|
Dated: August 14, 2024
v3.24.2.u1
Cover - shares
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v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
|
Jun. 30, 2024 |
Sep. 30, 2023 |
Current assets: |
|
|
Cash |
$ 2,558,703
|
$ 3,180,468
|
Accounts receivable, net of allowances for credit losses of $773,917 and $955,965 as of June 30, 2024 and September 30, 2023, respectively |
6,486,292
|
6,968,778
|
Inventories, net |
243,315
|
334,384
|
Discontinued assets held for sale |
0
|
508,077
|
Prepaid expenses and other current assets |
440,037
|
378,512
|
Total current assets |
9,728,347
|
11,370,219
|
Property and equipment, net |
234,710
|
274,046
|
Intangible assets, net |
733,575
|
893,143
|
Goodwill |
1,758,682
|
1,758,682
|
Operating lease right-of-use assets, net |
2,702,315
|
3,021,315
|
Other assets |
68,737
|
68,737
|
Total assets |
15,226,366
|
17,386,142
|
Current liabilities: |
|
|
Note payable to Forward China (related party) |
600,000
|
0
|
Accounts payable |
144,549
|
518,892
|
Due to Forward China (related party) |
9,301,030
|
8,246,015
|
Deferred income |
204,995
|
297,407
|
Current portion of operating lease liability |
410,813
|
416,042
|
Accrued expenses and other current liabilities |
642,479
|
1,357,743
|
Total current liabilities |
11,303,866
|
10,836,099
|
Other liabilities: |
|
|
Note payable to Forward China (related party) |
0
|
1,100,000
|
Operating lease liability, less current portion |
2,531,959
|
2,833,782
|
Total other liabilities |
2,531,959
|
3,933,782
|
Total liabilities |
13,835,825
|
14,769,881
|
Commitments and contingencies |
|
|
Shareholders' equity: |
|
|
Common stock, par value $0.01 per share; 40,000,000 shares authorized; 1,101,069 shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively |
11,011
|
11,011
|
Additional paid-in capital |
20,373,102
|
20,291,803
|
Accumulated deficit |
(18,993,572)
|
(17,686,553)
|
Total shareholders' equity |
1,390,541
|
2,616,261
|
Total liabilities and shareholders' equity |
$ 15,226,366
|
$ 17,386,142
|
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