8-K
Forward Industries, Inc. (FWDI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2022
ForwardIndustries, 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 MemorialHwy. Suite 100
Hauppauge, New York11788
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 February 10, 2022, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2021. 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 February 10, 2022 |
|---|---|
| 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: February 10, 2022 | By: | /s/ Anthony Camarda |
| Name: Anthony Camarda | ||
| Title: Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
FORWARD REPORTS FISCAL 2022 FIRSTQUARTER RESULTS
Hauppauge, NY – February 10, 2022 – Forward Industries, Inc. (NASDAQ:FORD), a single source solution provider for the full spectrum of hardware and software product design and engineering services as well as a designer and distributor of carry and protective solutions, today announced financial results for its first quarter ended December 31, 2021.
First Quarter Fiscal 2022 FinancialHighlights
| · | Revenues were $11.6 million, an increase of 19.6%<br>from $9.7 million for the three months ended December 31, 2020. |
|---|---|
| · | Gross margin declined to 22.5% compared to 23.3%<br>for the three months ended December 31, 2020. |
| --- | --- |
| · | Operating income increased by $0.4 million, to<br>$0.2 million, compared to a loss from operations of $0.2 million for the three months ended December 31, 2020. |
| --- | --- |
| · | Net income was $0.2 million compared to $1.2<br>million for the three months ended December 31, 2020 (which, for 2020, included a $1.4 million gain as a result of the forgiveness of<br>a PPP loan). |
| --- | --- |
| · | Basic and diluted earnings per share was $0.02<br>compared to $0.12 for the three months ended December 31, 2020. |
| --- | --- |
| · | Cash balance of $2.4 million at December 31,<br>2021 as compared to $1.4 million at September 30, 2021. |
| --- | --- |
Terry Wise, Chief Executive Officer of Forward Industries, stated “We began our 2022 fiscal year profitably. The resilient performance of the business, despite ongoing challenging market conditions, reflects the successful execution of our strategy. The design division continues to show solid growth and is underpinned by a strong pipeline of projects. Sales within our retail division are steadily growing at a relatively competitive gross margin in a sector significantly impacted by exorbitant freight and shipping costs. Finally, within the OEM distribution sector, we are actively pursuing opportunities outside the declining diabetic sector. Based on this promising first quarter performance, I remain cautiously optimistic of a strong fiscal year.”
The tables below are derived from the Company’s consolidated financial statements included in its Form 10-Q filed on February 10, 2022 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 December 31, 2021 and 2020. 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-LookingStatements
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 pipeline of work and projects, growth in sales for our retail business, and growth in our design division. 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, 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 by big box retail stores. 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, 2021 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.
About Forward Industries
Forward is a fully integrated design, development and manufacturing solution provider to 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.
Formore 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
| September 30, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash | 2,432,225 | $ | 1,410,365 | ||
| Accounts receivable, net | 8,788,041 | 8,760,715 | |||
| Inventories, net | 2,972,134 | 2,062,557 | |||
| Prepaid expenses and other current assets | 630,649 | 561,072 | |||
| Total current assets | 14,823,049 | 12,794,709 | |||
| Property and equipment, net | 213,826 | 167,997 | |||
| Intangible assets, net | 1,265,469 | 1,318,658 | |||
| Goodwill | 1,758,682 | 1,758,682 | |||
| Operating lease right of use assets, net | 3,844,425 | 3,743,242 | |||
| Other assets | 72,251 | 72,251 | |||
| Total assets | 21,977,702 | $ | 19,855,539 | ||
| Liabilities and shareholders' equity | |||||
| Current liabilities: | |||||
| Note payable to Forward China | 1,550,000 | $ | – | ||
| Accounts payable | 307,508 | 391,992 | |||
| Due to Forward China | 6,961,599 | 5,733,708 | |||
| Deferred income | 752,878 | 187,695 | |||
| Current portion of earnout consideration | 25,000 | 25,000 | |||
| Current portion of operating lease liability | 334,126 | 340,151 | |||
| Accrued expenses and other current liabilities | 662,519 | 529,497 | |||
| Total current liabilities | 10,593,630 | 7,208,043 | |||
| Other liabilities: | |||||
| Note payable to Forward China | – | 1,600,000 | |||
| Operating lease liability, less current portion | 3,676,805 | 3,559,053 | |||
| Earnout consideration, less current portion | 45,000 | 45,000 | |||
| Total other liabilities | 3,721,805 | 5,204,053 | |||
| Total liabilities | 14,315,435 | 12,412,096 | |||
| Commitments and contingencies | |||||
| Shareholders' equity: | |||||
| Common stock, par value 0.01 per share; 40,000,000 shares authorized;10,061,185 shares issued and<br> outstanding at December 31, 2021 and September 30, 2021 | 100,612 | 100,612 | |||
| Additional paid-in capital | 19,953,276 | 19,914,476 | |||
| Accumulated deficit | (12,391,621 | ) | (12,571,645 | ) | |
| Total shareholders' equity | 7,662,267 | 7,443,443 | |||
| Total liabilities and shareholders' equity | 21,977,702 | $ | 19,855,539 |
All values are in US Dollars.
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended December 31, | |||||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Revenues, net | $ | 11,613,741 | $ | 9,717,603 | |
| Cost of sales | 8,994,973 | 7,454,717 | |||
| Gross profit | 2,618,768 | 2,262,886 | |||
| Sales and marketing expenses | 737,677 | 602,961 | |||
| General and administrative expenses | 1,666,877 | 1,827,418 | |||
| Income/(loss) from operations | 214,214 | (167,493 | ) | ||
| Gain on forgiveness of note payable | – | (1,356,570 | ) | ||
| Fair value adjustment of earn-out consideration | – | (30,000 | ) | ||
| Interest income | – | (22,747 | ) | ||
| Interest expense | 32,828 | 46,392 | |||
| Other expense/(income), net | 1,362 | (3,604 | ) | ||
| Income before income taxes | 180,024 | 1,199,036 | |||
| Provision for income taxes | – | – | |||
| Net income | $ | 180,024 | $ | 1,199,036 | |
| Earnings per share: | |||||
| Basic | $ | 0.02 | $ | 0.12 | |
| Diluted | $ | 0.02 | $ | 0.12 | |
| Weighted average common shares outstanding: | |||||
| Basic | 10,061,185 | 9,885,563 | |||
| Diluted | 10,337,113 | 10,039,799 |
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