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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2023
Forward Industries, Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-34780 | 13-1950672 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
700 Veterans Memorial Hwy. Suite 100
Hauppauge, New York 11788
(Address of Principal Executive Office) (Zip Code)
(631) 547-3041
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 per share | FORD | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On May 12, 2023, Forward Industries, Inc. issued a press release announcing its financial results for the three and six months ended March 31, 2023. A copy of such press release is furnished as Exhibit 99.1 to this report.
The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release dated May 12, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORWARD INDUSTRIES, INC. | |||
| Date: May 12, 2023 | By: | /s/ Anthony Camarda | |
| Name: Anthony Camarda | |||
| Title: Chief Financial Officer | |||
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Exhibit 99.1
FORWARD REPORTS FISCAL 2023 SECOND QUARTER RESULTS
Hauppauge, NY – May 12, 2023 – Forward Industries, Inc. (NASDAQ:FORD), a global design, manufacturing, sourcing and distribution group, today announced financial results for its second quarter ended March 31, 2023.
Second Quarter Fiscal Year 2023 Financial Highlights
| · | Revenues were $10.7 million, an increase of 3.9% from $10.3 million for the second quarter of fiscal year 2022. |
| · | Gross margin declined to 14.2% compared to 21.8% for the second quarter of fiscal year 2022. |
| · | Operating loss was $0.8 million compared to $0.3 million for the second quarter of fiscal year 2022. |
| · | Basic and diluted loss per share was $0.09 compared to $0.04 for the second quarter of fiscal year 2022. |
| · | Cash balance of $2.4 million at March 31, 2023 as compared to $2.6 million at September 30, 2022. |
Terry Wise, Chief Executive Officer of Forward Industries, stated “During the quarter, whilst the positive momentum within our design division was sustained, the group continued to be adversely impacted by the poor performance within retail and OEM divisions. These complex legacy and logistical challenges are being actively addressed. Upon resolution of these challenges, I am hopeful that these efforts will be reflected in a positive performance for the entire group.”
The tables below are derived from the Company’s consolidated financial statements included in its Form 10-Q filed on May 12, 2023 with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements and further information regarding the Company’s results of operations and financial condition relating to the fiscal quarters ended March 31, 2023 and 2022. Please also refer to the Company’s Form 10-K for a discussion of risk factors applicable to the Company and its business.
Cautionary Note Regarding Forward-Looking Statements (Brian to review based on quote)
This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding our optimism for improved performance in fiscal year 2023 and hopeful that our efforts will be reflected in a positive performance for the entire group. Forward has tried to identify these forward-looking statements by using words such as “may”, “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these 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, failure to commercialize products that we develop, continued supply chain issues, inability of our design division’s customers to pay for our services, unanticipated issues with our affiliated sourcing agent, issues at Chinese factories that we source our products as a result of the pandemic or otherwise, 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, 2022 for information regarding risk factors that could affect the Company’s results. Except as otherwise required by Federal securities laws, Forward undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
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About Forward Industries
Forward is a global design, manufacturing, sourcing and distribution group serving top tier medical and technology customers worldwide. Through its acquisitions of Intelligent Product Solutions, Inc. and Kablooe Design, Inc., the Company has expanded its ability to design and develop solutions for its existing multinational client base and expand beyond the diabetic product line into a variety of industries with a full spectrum of hardware and software product design and engineering services. In addition to our existing design and distribution of carry and protective solutions, primarily for handheld electronic devices, we are now a one-stop shop for design development and manufacturing solutions serving a wide range of clients in the industrial, commercial, medical and consumer industries.
For more information, contact:
Anthony Camarda, CFO, Forward Industries, Inc.
(631) 547-3041, acamarda@forwardindustries.com
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | September 30, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 2,355,713 | $ | 2,575,522 | ||||
| Accounts receivable, net | 8,184,823 | 7,542,666 | ||||||
| Inventories, net | 2,920,982 | 3,801,030 | ||||||
| Prepaid expenses and other current assets | 511,020 | 417,605 | ||||||
| Total current assets | 13,972,538 | 14,336,823 | ||||||
| Property and equipment, net | 261,211 | 241,146 | ||||||
| Intangible assets, net | 999,522 | 1,105,901 | ||||||
| Goodwill | 1,758,682 | 1,758,682 | ||||||
| Operating lease right of use assets, net | 3,227,103 | 3,427,726 | ||||||
| Other assets | 68,737 | 68,737 | ||||||
| Total assets | $ | 20,287,793 | $ | 20,939,015 | ||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 408,838 | $ | 268,160 | ||||
| Due to Forward China | 8,977,441 | 7,713,880 | ||||||
| Deferred income | 166,395 | 438,878 | ||||||
| Current portion of earnout consideration | – | 25,000 | ||||||
| Current portion of operating lease liability | 396,652 | 377,940 | ||||||
| Accrued expenses and other current liabilities | 957,613 | 1,153,906 | ||||||
| Total current liabilities | 10,906,939 | 9,977,764 | ||||||
| Other liabilities: | ||||||||
| Note payable to Forward China | 1,300,000 | 1,400,000 | ||||||
| Operating lease liability, less current portion | 3,046,856 | 3,249,824 | ||||||
| Earnout consideration, less current portion | 30,000 | 45,000 | ||||||
| Total other liabilities | 4,376,856 | 4,694,824 | ||||||
| Total liabilities | 15,283,795 | 14,672,588 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders' equity: | ||||||||
| Common stock, par value $0.01 per share; 40,000,000 shares authorized;10,061,185 shares issued and outstanding at March 31, 2023 and September 30, 2022 | 100,612 | 100,612 | ||||||
| Additional paid-in capital | 20,154,505 | 20,115,711 | ||||||
| Accumulated deficit | (15,251,119 | ) | (13,949,896 | ) | ||||
| Total shareholders' equity | 5,003,998 | 6,266,427 | ||||||
| Total liabilities and shareholders' equity | $ | 20,287,793 | $ | 20,939,015 | ||||
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended March 31, | For the Six Months Ended March 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues, net | $ | 10,657,980 | $ | 10,314,563 | $ | 21,467,659 | $ | 21,928,304 | ||||||||
| Cost of sales | 9,145,550 | 8,061,889 | 18,036,528 | 17,056,861 | ||||||||||||
| Gross profit | 1,512,430 | 2,252,674 | 3,431,131 | 4,871,443 | ||||||||||||
| Sales and marketing expenses | 773,309 | 704,102 | 1,463,609 | 1,441,780 | ||||||||||||
| General and administrative expenses | 1,583,179 | 1,871,311 | 3,278,457 | 3,538,188 | ||||||||||||
| Loss from operations | (844,058 | ) | (322,739 | ) | (1,310,935 | ) | (108,525 | ) | ||||||||
| Fair value adjustment of earnout consideration | – | – | (40,000 | ) | – | |||||||||||
| Interest expense | 26,781 | 30,864 | 54,739 | 63,691 | ||||||||||||
| Interest income | (856 | ) | – | (856 | ) | – | ||||||||||
| Other expense/(income), net | 965 | 2,732 | (23,595 | ) | 4,095 | |||||||||||
| Loss before income taxes | (870,948 | ) | (356,335 | ) | (1,301,223 | ) | (176,311 | ) | ||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||
| Net loss | $ | (870,948 | ) | $ | (356,335 | ) | $ | (1,301,223 | ) | $ | (176,311 | ) | ||||
| Loss per share: | ||||||||||||||||
| Basic | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.13 | ) | $ | (0.02 | ) | ||||
| Diluted | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.13 | ) | $ | (0.02 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 10,061,185 | 10,061,185 | 10,061,185 | 10,061,185 | ||||||||||||
| Diluted | 10,061,185 | 10,061,185 | 10,061,185 | 10,061,185 | ||||||||||||
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