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): December 20,2023
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)547-3055
(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 December 20, 2023, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended September 30, 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. |
|---|
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release dated December 20, 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: December 20, 2023 | By: | /s/ Kathleen Weisberg |
| Name: Kathleen Weisberg | ||
| Title: Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
FORWARD REPORTS PRELIMINARY FISCAL2023 RESULTS
RECORD REVENUES FOR DESIGN DIVISIONDRIVE PROFITABILITY FROM CONTINUING OPERATIONS
Hauppauge, NY – December 20, 2023 – Forward Industries, Inc. (NASDAQ:FORD), a global design, sourcing and distribution group, today announced preliminary financial results for the fiscal year ended September 30, 2023.
Preliminary Fiscal Year 2023 FinancialHighlights
| · | Revenues were $36.7 million, a decrease of 3.9%<br>from $38.2 million for 2022 with IPS from the design division recording record revenues in 2023. |
|---|---|
| · | Gross margin declined to 22.8% compared to 23.0%<br>for 2022. |
| · | Income from continuing operations was $0.2 million<br>compared to $0.4 million in 2022 and net loss was $3.7 million compared to $1.4 million in 2022. |
| · | Basic and diluted earnings per share from continuing<br>operations was $0.02 compared to $0.04 for 2022. |
| · | Cash balance of $3.2 million at September 30,<br>2023 compared to $2.6 million at September 30, 2022, an increase of 23%. |
Terry Wise, Chief Executive Officer of Forward Industries, stated “Having discontinued retail operations, the company’s continuing operations were profitable in fiscal 2023, cash positive and on a path of substantive growth. I am particularly pleased to report that our subsidiary within our design division, IPS, achieved historically high revenues and profitability.
Having completed the turnaround of the business, during the next fiscal year we will seek to grow our organic businesses significantly. We will also pursue suitable acquisition/venture opportunities.
Thus, I am excited for the Company’s prospects over the next fiscal year as I am optimistic it will be profitable and one of noteworthy growth.”
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 optimism for improved performance in fiscal year 2024, profitability and growth in our organic businesses, and pursuing acquisition/venture opportunities. 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, competition, pricing pressures, supply chain issues, inability of our design division’s customers to pay for our services, loss of talented employees, unanticipated issues with our affiliated sourcing agent, and issues at Chinese factories that source 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, 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.
Formore information, contact:
Kathleen Weisberg, CFO, Forward Industries, Inc.
(631) 547-3055, kweisberg@forwardindustries.com
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| 2022 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash | 3,180,468 | $ | 2,575,522 | ||
| Accounts receivable, net | 6,968,778 | 7,542,666 | |||
| Inventories, net | 334,384 | 650,853 | |||
| Discontinued assets held for sale | 508,077 | 3,150,177 | |||
| Prepaid expenses and other current assets | 378,512 | 417,605 | |||
| Total current assets | 11,370,219 | 14,336,823 | |||
| Property and equipment, net | 274,046 | 241,146 | |||
| Intangible assets, net | 893,143 | 1,105,901 | |||
| Goodwill | 1,758,682 | 1,758,682 | |||
| Operating lease right-of-use assets, net | 3,021,315 | 3,427,726 | |||
| Other assets | 68,737 | 68,737 | |||
| Total assets | 17,386,142 | $ | 20,939,015 | ||
| Liabilities and shareholders' equity | |||||
| Current liabilities: | |||||
| Accounts payable | 518,892 | $ | 268,160 | ||
| Due to Forward China | 8,246,015 | 7,713,880 | |||
| Deferred income | 297,407 | 438,878 | |||
| Current portion of earnout consideration | – | 25,000 | |||
| Current portion of operating lease liability | 416,042 | 377,940 | |||
| Accrued expenses and other current liabilities | 1,357,743 | 1,153,906 | |||
| Total current liabilities | 10,836,099 | 9,977,764 | |||
| Other liabilities: | |||||
| Note payable to Forward China | 1,100,000 | 1,400,000 | |||
| Operating lease liability, less current portion | 2,833,782 | 3,249,824 | |||
| Earnout consideration, less current portion | – | 45,000 | |||
| Total liabilities | 14,769,881 | 14,672,588 | |||
| Commitments and contingencies | |||||
| Shareholders' equity: | |||||
| Common stock, par value 0.01 per share; 40,000,000 shares authorized; 10,061,185<br> shares issued and outstanding at September 30, 2023 and 2022 | 100,612 | 100,612 | |||
| Additional paid-in capital | 20,202,202 | 20,115,711 | |||
| Accumulated deficit | (17,686,553 | ) | (13,949,896 | ) | |
| Total shareholders' equity | 2,616,261 | 6,266,427 | |||
| Total liabilities and shareholders' equity | 17,386,142 | $ | 20,939,015 |
All values are in US Dollars.
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Fiscal Years Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenues, net | $ | 36,688,307 | $ | 38,206,958 | ||
| Cost of sales | 28,323,822 | 29,407,009 | ||||
| Gross profit | 8,364,485 | 8,799,949 | ||||
| Sales and marketing expenses | 1,663,791 | 1,477,936 | ||||
| General and administrative expenses | 6,541,036 | 6,733,543 | ||||
| Operating income | 159,658 | 588,470 | ||||
| Fair value adjustment of earnout consideration | (70,000 | ) | – | |||
| Interest income | (23,188 | ) | – | |||
| Interest expense | 104,201 | 123,411 | ||||
| Other (income)/expense, net | (30,019 | ) | 12,612 | |||
| Income from continuing operations before income taxes | 178,664 | 452,447 | ||||
| Provision for income taxes | 20,006 | 2,554 | ||||
| Income from continuing operations | 158,658 | 449,893 | ||||
| Loss from discontinued operations, net of tax | (3,895,315 | ) | (1,828,144 | ) | ||
| Net loss | $ | (3,736,657 | ) | $ | (1,378,251 | ) |
| Basic earnings/(loss) per share : | ||||||
| Basic earnings per share from continuing operations | $ | 0.02 | $ | 0.04 | ||
| Basic loss per share from discontinued operations | (0.39 | ) | (0.18 | ) | ||
| Basic loss per share | $ | (0.37 | ) | $ | (0.14 | ) |
| Diluted earnings/(loss) per share: | ||||||
| Diluted earnings per share from continuing operations | $ | 0.02 | $ | 0.04 | ||
| Diluted loss per share from discontinued operations | (0.39 | ) | (0.18 | ) | ||
| Diluted loss per share | $ | (0.37 | ) | $ | (0.14 | ) |
| Weighted average common shares outstanding: | ||||||
| Basic | 10,061,185 | 10,061,185 | ||||
| Diluted | 10,061,185 | 10,200,792 |
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