UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.D.C. 20549

_____________________

FORMFORM 10-Q

_____________________

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DecemberMarch 31, 20172019
or

                                                                                                        OR☐  

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.from________________ to_____________

Commission File Number: Number 001-34780

_____________________

FORWARD INDUSTRIES, INC.Forward Industries, Inc.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

_____________________

New York

13-1950672

(

State or other jurisdictionOther Jurisdiction of
Incorporation or Organization

(

I.R.S. Employer Identification No.)

incorporation or organization)

477 S. Rosemary Ave., Suite 219, West Palm Beach, FL 

33401

Address of Principal Executive Offices

Zip Code

477 S. Rosemary Ave., Suite 219, West Palm Beach, FL 33401
(Address of principal executive offices, including zip code)

(561) 465-0030
(Registrant’s telephone number, including area code)Registrant's Telephone Number, Including Area Code


_____________________Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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, $0.01 par value per share

FORD

The Nasdaq Stock 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 twelve12 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 [X]     No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X]      No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer”, “accelerated filer”,filer," "accelerated filer," "smaller reporting company," and “smaller reporting company”"emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[   ]

Accelerated filer

[  ]

Non-accelerated filer

[   ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

Emerging growth company

[  ]

If an emerging growth company, indicate by checkmarkcheck mark if the registrant has elected not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

TheIndicate the number of shares outstanding of each of the registrant’sissuer's classes of common stock, par value $0.01 per share, on February 12, 2018, which isas of the latest practical date prior to the filingpracticable date. 9,533,851 shares outstanding as of this report, was 9,516,554 shares.May 10, 2019


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
PART I.FINANCIAL INFORMATION

Page
No.

  No.

Item 1.

Financial Statements

 

Condensed Consolidated Balance Sheets as of DecemberMarch 31, 20172019 (Unaudited) and September 30, 20172018

3

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
for the Three and Six Months Ended March 31, 2019 and 2018

 4

 for the Three Months Ended December 31, 2017 and 20164

Condensed Consolidated StatementStatements of Shareholders' Equity (Unaudited) for the ThreeSix Months Ended
March 31, 2019 and 2018

5

 

December 31, 2017

5
Condensed Consolidated Statements of Cash Flows (Unaudited) for the ThreeSix Months Ended
March 31, 2019 and 2018 

6

 

December 31, 2017 and 2016

6
Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations

14

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20

33

Item 4.

Controls and Procedures

20

33

 
PART II.OTHER INFORMATION 

PART II.      OTHER INFORMATION

 
Item 1.

Legal Proceedings

21

34

Item 1A.

Risk Factors

21

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21

34

Item 3.

Defaults Upon Senior Securities

21

34

Item 4.

Mine Safety Disclosures

21

34

Item 5.

Other Information

21

34

Item 6.

Exhibits

21

34

 

Signatures

22

35

 

1


Note Regarding Use of Certain Terms

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the following terms have the meanings assigned to them as set forth below:

“Forward”"Forward", “Forward Industries”"Forward Industries", “we”"we", “our”"our", and the “Company”"Company" refer to Forward Industries, Inc., a New York corporation, together with its consolidated subsidiaries;

"Common stock”stock" refers to the common stock, $.01 par value per share, of Forward Industries, Inc.;

"Forward US”US" refers to Forward Industries’Industries' wholly owned subsidiary Forward Industries (IN), Inc., an Indiana corporation;

"Forward Switzerland”Switzerland" refers to Forward Industries’Industries' wholly owned subsidiary Forward Industries (Switzerland) GmbH, a Swiss corporation;

"IPS" refers to Forward China”Industries' wholly owned subsidiary Intelligent Product Solutions, Inc., a New York corporation;

"Forward UK" refers to Forward Industries' wholly owned subsidiary Forward Industries UK Limited, a UK corporation;

"Forward China" refers to Forward Industries Asia-Pacific Corporation (f/k/a Seaton Global Corporation), a British Virgin Islands registered corporation that is Forward’sForward's exclusive sourcing agent in the Asia Pacific Region;

"U.S. GAAP”GAAP" refers to accounting principles generally accepted in the United States of America;

“Commission”"Commission" refers to the United States Securities and Exchange Commission;

"Exchange Act”Act" refers to the United States Securities Exchange Act of 1934, as amended;

"Fiscal 2018”2019" refers to our fiscal year ending September 30, 2018;2019;

"Fiscal 2017”2018" refers to our fiscal year ended September 30, 2017;2018;

“Europe”"2019 Quarter" refers to the three months ended March 31, 2019;

"2018 Quarter" refers to the three months ended March 31, 2018;

"2019 Period" refers to the six months ended March 31, 2019;

"2018 Period" refers to the six months ended March 31, 2018;

"Europe" refers to the countries included in the European Union;

"EMEA Region”Region" refers to the geographic area encompassing Europe, the Middle East and Africa;

"APAC Region”Region" refers to the Asia Pacific Region, consisting of Australia, New Zealand, Hong Kong, Taiwan, China, South Korea, Japan, Singapore, Malaysia, Thailand, Indonesia, India, the Philippines and Vietnam;

“Americas”"Americas" refers to the geographic area encompassing North America, Central America, and South America; and

“OEM”"OEM" refers to Original Equipment Manufacturer.

2


PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


PART I.      FINANCIAL INFORMATION
 
ITEM 1.      FINANCIAL STATEMENTS
 
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
  December 31,   September 30, 
  2017   2017 
  (Unaudited)   (Note 1) 
Assets       
Current assets:       
Cash$5,904,425  $4,622,981 
Accounts receivable 5,599,751   6,218,563 
Inventories 2,061,052   2,120,971 
Prepaid expenses and other current assets 106,273   157,930 
Total current assets 13,671,501   13,120,445 
Property and equipment, net 33,458   20,658 
Other assets 12,843   12,843 
Total assets$13,717,802  $13,153,946 
 
Liabilities and shareholders' equity       
Current liabilities:       
Accounts payable$120,903  $67,351 
Due to Forward China 4,418,200   3,736,451 
Accrued expenses and other current liabilities 172,556   382,759 
Total current liabilities 4,711,659   4,186,561 
Other liabilities 33,008   36,963 
Total liabilities 4,744,667   4,223,524 
Commitments and contingencies       
Shareholders' equity:       
Common stock, par value $0.01 per share; 40,000,000 shares authorized;       
8,850,830 and 8,920,830 shares, issued and outstanding, respectively 88,508   89,208 
Additional paid-in capital 17,932,835   17,936,673 
Accumulated deficit (9,048,808)  (9,095,459)
Accumulated other comprehensive income 600   

-

 
Total shareholders' equity 8,973,135   8,930,422 
Total liabilities and shareholders' equity$13,717,802  $13,153,946 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMEBALANCE SHEETS
(UNAUDITED)

  For the Three Months Ended December 31,
  2017   2016
 
Net revenues

$

6,336,467  $6,591,248
Cost of goods sold 5,333,871   5,432,419
Gross profit 1,002,596   1,158,829
Operating expenses:      
Sales and marketing 278,062   417,527

General and administrative

 673,461   593,180

Total operating expenses

 951,523   1,010,707
Operating income 51,073   148,122
Other income (expense), net (4,422)  3,370
Income before income taxes 46,651   151,492
Provision for income taxes 

-

 

 

 

-

Net income

$

46,651  $151,492
 
Net income

$

46,651  $151,492
Other comprehensive income:      
Translation adjustments 600   

-

Comprehensive income

$

47,251  $151,492
 
Earnings per share:      
Basic

$

0.01  $0.02
Diluted

$

0.01  $0.02
 
Weighted average number of common and      
common equivalent shares outstanding:      
Basic 8,760,830   8,621,513
Diluted 8,895,456   8,757,728

Assets

March 31,
2019

   

September 30,
2018

 

(Unaudited)

 

 

(Note 1)

Current assets:

Cash

$

2,386,165

 $

4,369,866

Accounts receivable, net

 

7,822,173

  

9,024,518

Inventories

 

1,433,169

  

1,568,914

Prepaid expenses and other current assets

 

614,469

  

248,434

Total current assets

 

12,255,976

  

15,211,732

Property and equipment, net

 

307,274

  

358,975

Intangible assets, net

 

1,330,393

  

1,411,182

Goodwill

 

2,182,427

  

2,182,427

Other assets

 

340,068

  

63,550

Total assets

$

16,416,138

 $

19,227,866

Liabilities and shareholders' equity

 

 

  

 

Current liabilities:

 

 

  

 

Line of credit

$

1,300,000

 $

350,000

Accounts payable

 

286,473

  

329,967

Due to Forward China

 

2,180,399

  

4,197,435

Deferred income

 

70,921

  

125,013

Notes payable - short-term portion

 

1,695,537

  

1,770,112

Capital leases payable - short-term portion

 

51,585

  

56,876

Deferred consideration - short-term portion

 

221,000

  

200,000

Accrued expenses and other current liabilities

 

599,354

  

594,887

Total current liabilities

 

6,405,269

  

7,624,290

Other liabilities:

 

 

  

 

Notes payable - long-term portion

 

8,107

  

54,335

Capital leases payable - long-term portion

 

43,933

  

64,041

Deferred rent

 

55,776

  

47,605

Deferred consideration - long-term portion

 

317,000

  

338,000

Total other liabilities

 

424,816

  

503,981

Total liabilities

 

6,830,085

  

8,128,271

Commitments and contingencies

 

 

  

 

Shareholders' equity:

 

 

  

 

Common stock, par value $0.01 per share; 40,000,000 shares authorized;
9,533,851 and 9,533,851 shares issued and outstanding, respectively

 

95,338

  

95,338

Additional paid-in capital

 

18,868,286

  

18,720,396

Accumulated deficit

 

(9,377,571)

  

(7,716,139)

Total shareholders' equity

 

9,586,053

  

11,099,595

Total liabilities and shareholders' equity

$

16,416,138

 $

19,227,866

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3



FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

 

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

2019

 

 2018

 

2019

 

 2018

Net Revenues

$

8,172,467

   

$

9,012,427

   

$

18,355,750

   

$

15,348,894

Cost of Sales

 

6,861,622

  

7,181,662

  

15,741,864

  

12,515,533

Gross Profit

 

1,310,845

  

1,830,765

  

2,613,886

  

2,833,361

            

Operating expenses:

           

Sales and marketing

 

428,376

  

519,966

  

897,975

  

798,028

General and administrative

 

1,957,530

  

1,078,735

  

3,271,499

  

 1,752,196

Total operating expenses

 

2,385,906

  

1,598,701

  

4,169,474

  

2,550,224

            

Income (loss) from operations

 

(1,075,061)

  

232,064

  

(1,555,588)

  

 283,137

            

Interest expense

 

(53,051)

  

(30,907)

  

(98,088)

  

(30,907)

Other income (expense) 

(2,793)

 

 

310

 

 

(7,756)

 

 

(4,112)

Total Other income (expense) 

(55,844)

 

 

(30,597)

 

 

(105,844)

 

 

(35,019)

Income (loss) before income taxes

 

(1,130,905)

  

 

201,467

  

(1,661,432)

  

248,118

Benefit from income taxes

 

-

  

 

747,000

  

 

  

747,000

Net Income (loss)

$

(1,130,905)

 $

948,467

 $

(1,661,432)

 $

995,118

            

Net income (loss) per basic common share

$

(0.12)

 $

0.10

 $

(0.17)

 $

0.11

Net income (loss) per diluted common share

$

(0.12)

 $

0.10

 $

(0.17)

 $

0.11

            

Weighted average number of common and
      common equivalent shares outstanding:

 

 

  

 

 

  

 

  

 

 

Basic

 

9,532,645

  

 

9,291,334

  

9,530,207

  

 

9,023,166

Diluted

 

9,532,645

  

 

9,398,054

  

9,530,207

  

 

9,146,218

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)

 

Common Stock

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated
Other

Comprehensive

Income (Loss)

Total

 

Shares

Amount

Balance - September 30, 2018

9,533,851

$     95,338

$     18,720,396

$ ( 7,716,139)

$                  -

$    11,099,595

Share-based compensation

-

-

11,794

-

-

 11,794

Net loss

-

-

-

(530,527)

-

 (530,527)

Balance - December 31, 2018

9,533,851

95,338

 18,732,190

 (8,246,666)

 -

10,580,862

Share-based compensation

-

-

136,096

-

-

136,096

Net loss

-

-

-

(1,130,905)

-

(1,130,905)

Balance - March 31, 2019

9,533,851

$     95,338

$     18,868,286

$   (9,377,571)

$                  -

$      9,586,053

Balance - September 30, 2017

8,920,830

$     89,208

$     17,936,673

$ ( 9,095,459)

$                  -

$      8,930,422

Restricted stock award forfeitures

(70,000)

(700)

700

-

-

  -

Share-based compensation

-

-

(4,538)

-

-

(4,538)

Foreign currency translation

-

-

-

-

600

600

Net income

-

-

-

46,651

-

46,651

Balance - December 31, 2017

8,850,830

88,508

17,932,835

( 9,048,808)

 600

 8,973,135

Share-based compensation

-

-

45,765

-

-

45,765

Stock issuance for IPS purchase

401,836

4,018

495,982

-

-

500,000

Restricted stock award issuance

40,184

402

(402)

-

-

 -

Cashless warrant exercise

223,704

2,237

(2,237)

-

-

 -

Foreign currency translation

-

-

-

-

(600)

(600)

Net income

-

-

-

948,467

-

948,467

Balance - March 31, 2018

9,516,554

$     95,165

$     18,471,943

$ ( 8,100,341)

$                  -

$    10,466,767

 

5


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

              Accumulated  
        Additional    Other  
 Common Stock Paid-In Accumulated  Comprehensive  
 Shares   Amount  Capital Deficit  Loss Total
 
Balance - September 30, 20178,920,830  $89,208 $17,936,673 $(9,095,459)$-$8,930,422 
Restricted stock award forfeitures(70,000)  (700) 700  -  - - 
Share-based compensation-   -  (4,538) -  - (4,538)
Foreign currency translation-   -  -  -  600 600 
Net income-   -  -  46,651  - 46,651 
Balance - December 31, 20178,850,830  $88,508 $17,932,835 $(9,048,808)

$

600$8,973,135 

Cash Flows From Operating Activities:

For the Six Months Ended March 31,

 

2019

    

2018

 

 

  

 

Net income (loss)

$

 (1,661,432)

 $

995,118

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

  

 

Share-based compensation

 

147,890

  

41,226

Depreciation and amortization

 

156,668

  

70,919

Deferred rent

 

1,624

  

886

Deferred tax asset

 

-

  

(747,000)

Bad debt expense

 

407,765

  

-

Changes in operating assets and liabilities:

 

 

  

 

Accounts receivable

 

794,580

  

(539,003)

Inventories

 

135,745

  

673,295

Prepaid expenses and other current assets

 

(366,035)

  

7,791

Other assets

 

(276,518)

  

-

Accounts payable and due to Forward China

 

(2,060,530)

  

(1,341,846)

Deferred income

 

(54,092)

  

(165,216)

Accrued expenses and other current liabilities

 

11,014

  

(233,162)

Net cash used in operating activities

 

(2,763,321)

  

(1,236,992)

Cash Flows From Investing Activities:

 

 

  

 

Purchases of property and equipment

 

(24,178)

  

(32,737)

Cash acquired in IPS purchase

 

-

  

600,435

Cash used to purchase IPS

 

-

  

(1,930,000)

Net cash used in investing activities

 

(24,178)

  

(1,362,302)

Cash Flows From Financing Activities:

 

 

  

 

Proceeds from Note issued to Forward China

 

-

  

1,600,000

Proceeds from Line of Credit borrowings

 

1,250,000

  

400,000

Repayment of Line of Credit borrowings

 

(300,000)

  

(550,000)

Repayment of notes payable

 

(120,803)

  

(143,011)

Repayments on capital equipment leases

 

(25,399)

  

(4,410)

Net cash provided by financing activities

 

803,798

  

1,302,579

Net decrease in cash

 

(1,983,701)

  

(1,296,715)

Cash at beginning of period

 

4,369,866

  

4,622,981

Cash at end of period

$

 2,386,165

 $

3,326,266

Supplemental Disclosure of Cash Flow Information:

 

 

  

 

Cash paid for interest

$

 66,087

 $

30,907

Cash paid for taxes

$

 37,859

 $

1,077

Supplemental Schedule of Non-Cash Investing and Financing Activities:

 

 

  

 

Shares issued to Purchase IPS

$

   -

 $

 500,000

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

6



FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 For the Three Months Ended December 31, 
  2017   2016 
Cash Flows From Operating Activities:       
Net income$46,651  $151,492 
Adjustments to reconcile net income to net cash       
provided by (used in) operating activities:       
Share-based compensation (4,538)  49,529 
Depreciation and amortization 6,092   5,995 
Deferred rent (3,307)  (2,680)
Changes in operating assets and liabilities:       
Accounts receivable 618,812   (902,317)
Inventories 59,919   22,827 
Prepaid expenses and other current assets 51,657   11,967 
Accounts payable and due to Forward China 735,901   389,045 
Accrued expenses and other current liabilities (210,851)  (245,668)
Net cash provided by (used in) operating activities 1,300,336   (519,810)
 
Cash Flows From Investing Activities:       
Purchases of property and equipment (18,892)  - 
Net cash used in investing activities (18,892)  - 
 
Net increase (decrease) in cash 1,281,444   (519,810)
Cash at beginning of period 4,622,981   4,760,620 
Cash at end of period$5,904,425  $4,240,810 
 
Supplemental Disclosure of Cash Flow Information:       
Cash paid for interest$-  $- 
Cash paid for taxes$-  $- 

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

Forward Industries, Inc. (“Forward” or the “Company”) designsis a fully integrated design, development and distributesmanufacturing solution provider for top tier medical and technology customers worldwide. Through its acquisition of Intelligent Product Solutions, Inc. (“IPS”) the Company has expanded its ability to design and develop solutions for our existing multinational client base and expand beyond the diabetic product line operations 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 hand heldhandheld electronic devices.devices, the Company is now a one-stop shop for design, development and manufacturing solutions serving a wide range of clients in the industrial, commercial and consumer industries. The Company’s previous principal customer market ishas been original equipment manufacturers, or “OEMs” (or the contract manufacturing firms of these OEM customers), that either package theirour products as accessories “in box” together with their branded product offerings or sell them through their retail distribution channels. The Company’s OEM products include carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic products (such as sporting and recreational products, bar code scanners, smartphones, GPS location devices, tablets, and firearms). The Company’s OEM customers are located in: (i) the Asia-Pacific Region, which we refer to as the “APAC Region”; (ii) Europe, the Middle East, and Africa, which we refer to as the “EMEA Region”; and (iii) the Americas. The Company does not manufacture any of its OEM products and sources substantially all of its OEM products from independent suppliers in China, through Forward China (refer to Note 6 – Buying Agency and Supply Agreement).China.

     OnAs a result of the expansion of the design development capabilities through its wholly-owned subsidiary, IPS (acquired in January 18, 2018,2018), the Company acquired Intelligent Product Solutions, Inc. (“IPS”), a single source solution for the full spectrum of hardware and software product design and engineering services. The acquisition gives Forward the opportunitynow plans to introduce proprietary productproducts to the market from concepts brought to themit from a number of different sources.sources, both inside and outside the Company. The Forward/IPS combinationCompany provides clients, both big and small, a true, authentic “one-stop-shop”"one-stop-shop" for product design, development and manufacturing and distribution (See Note 8).solutions.

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, 2018 nor do they include the impact of the IPS acquisition.2019. These condensed consolidated financial statements should be read in conjunction with the Company’sCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, and with the disclosures and risk factors presented therein. The September 30, 20172018 condensed consolidated balance sheet has been derived from the audited consolidated financial statements.

NOTE 2                ACCOUNTING POLICIES

Accounting Estimates

The preparation of the Company’sCompany's condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“("U.S. GAAP”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.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Forward Industries, Inc. and its wholly ownedwholly-owned subsidiaries (Forward US, Forward Switzerland, Forward UK and Forward Switzerland)IPS). All significant intercompany transactions and balances have been eliminated in consolidation. Intercompany revenues of approximately $5,000 and $206,000, respectively, for the three and six months ended March 31, 2019 and approximately $56,000 for the three months ended March 31, 2018, related to design and marketing work performed by IPS for Forward has been eliminated in consolidation.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by a chief operating decision maker, or Forward management, in deciding how to allocate resources and in assessing performance. As a result of the acquisition of IPS in January 2018, management conducts business through two distinct operating segments, which are also our reportable segments: distribution and design. Forward US, Forward Switzerland and Forward UK comprise the distribution operating segment and IPS is the design operating segment.

7


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2                ACCOUNTING POLICIES (Continued)

Organizing our business through two operating segments allows us to align our resources and manage the operations. Our management team regularly reviews operating segment revenue and operating income (loss) when assessing financial results of operating segments and allocating resources.

We measure the performance of our operating segments based upon operating segment revenue and operating income (loss). Segment operating income (loss) includes revenue and expenses incurred directly by the operating segment, including cost of sales and selling, marketing, and general and administrative costs.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill was recognized as a result of the acquisition of IPS in January 2018.

Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill and Other.” The Company has two reporting units for purposes of evaluating goodwill impairment and perform our annual goodwill impairment test on September 30th at end of the fiscal year. 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 the impairment test for the reporting unit. If the Company cannot support such a conclusion or do not elect to perform the qualitative assessment, then the Company will compare 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 and the implied fair value of goodwill. Management deemed there were no triggering events or impairments to Goodwill at March 31, 2019.

Intangible assets

Intangible assets include trademark and customer relationships, which were acquired as part of the acquisition of IPS in January 2018 and are recorded based on the estimated fair value in purchase price allocation. The intangible assets 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 also 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 its intangible assets. Management reviewed the values of intangible assets and determined there was no event or change in circumstances to give rise to an impairment charge for intangible assets at March 31, 2019.

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. As of DecemberMarch 31, 2017,2019, there was no change to our assessment that a full valuation allowance was required against all net deferred tax assets. Accordingly, any deferred tax provision or benefit was offset by an equal and opposite change to the valuation allowance. No current book income tax provision was recorded against book net income due to the existence of significant net operating loss carryforwards.


8

 

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2                ACCOUNTING POLICIES (CONTINUED)(Continued)

Revenue Recognition

Distribution Segment

The Company generally recognizes revenue from product sales toin its customersdistribution segment when: (i) title and risk of lossfinished goods are transferredshipped to our distribution customers (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale); (ii) persuasive evidence of an arrangement exists;there are no other deliverables; and (iii) the Company hasthere are no continuingfurther obligations to the customer; and (iv) collectioncustomer after the title of the related accounts receivable is reasonably assured.goods has transferred. The Company defers revenue when it receives consideration before achieving the criteria previously mentioned.

Design Segment

Under the new ASC 606 standard, 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 contracts. The Company recognizes revenue over time on 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. Revenue from 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. Contract assets at March 31, 2019 and September 30, 2018 were approximately $551,000 and $0, 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. Contract liabilities at March 31, 2019 and September 30, 2018 were approximately $71,000 and $125,000, respectively.

Reclassifications

     Certain amountsWe have reclassified approximately $107,000 of deferred income from the change in accrued expenses and other current liabilities to the change in deferred income within the changes in operating assets and liabilities of the condensed consolidated statements of cash flows in the accompanying fiscal 20172018 condensed consolidated financial statements have been reclassified to conform to the fiscal 20182019 presentation.

The reclassification did not affect operating cash flows, total current liabilities, consolidated net income (loss) or accumulated deficit.

Share-Based Compensation Expense

The Company recognizes employee and director share-based compensation and other equity-based compensation in its condensed consolidated statements of operations and comprehensive income at the grant-dategrant date fair value of stock options and other equity-based compensation.options. The determination of stock option grant-dategrant date fair value is estimated using the Black-Scholes option pricingoption-pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in-substance,in substance, multiple awards. Refer toawards (See Note 36 - Share-Based Compensation.Compensation). In addition, the Company recognizes share-based compensation to non-employees based upon the fair value, using the Black-Scholes option pricing model, determined at the deemed measurement dates over the related contract service period.

9


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2                ACCOUNTING POLICIES (Continued)

Accounts Receivable

Accounts receivable consist of unsecured trade accounts with customers or their contract manufacturers. The Company performs periodic credit evaluations of its customers including an evaluation of days outstanding, payment history, recent payment trends, and perceived creditworthiness, and believes that adequate allowances for any uncollectible receivables are maintained. Credit terms to customers generally range from net thirty (30) days to net one hundred twenty (120) days. The Company has not historically experienced significant credit or collection problems with its distribution customers or their OEM contract manufacturers. At September 30, 2018, the Company had allowances for doubtful accounts of approximately $0 and $126,000 related to the Company's distribution segment and design segment accounts receivable, respectively. At March 31, 2019, there were allowances for doubtful accounts of approximately $159,000 and $375,000 relating to the Company's distribution segment and design segment accounts receivable, respectively.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”("ASU") No. 2014-09, “Revenue"Revenue from Contracts with Customers, (Topic 606),” which" ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”ASC 605, "Revenue Recognition" ("ASC 605") 605-Revenue Recognition and most industry-specific guidance throughout the ASC.ASC 605. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. InThe guidance in ASU 2014-09 was revised in July 2015 the FASB deferred theto be effective date for annual reportinginterim periods beginning on or after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments mayand should be applied on a transitional basis either retrospectively to each prior reporting period (full retrospective)presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized as ofat the date of initial application (modified retrospective)application. In 2016, FASB issued additional ASUs that clarify the implementation guidance on principal versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections (ASU 2016-20). The Company will adopt ASU 2014-09 in theThese new standards became effective first quarter of fiscal 2019 and plans to applywere adopted using the fullmodified retrospective approach. Because the Company's primary source of revenues is from the sale of finished goods, themethod. The Company does not anticipate that the adoptionhas performed a review of ASU 2014-09 will have aas compared to its previous accounting policies for our products and services revenues and did not identify any material impact to revenue. Therefore, there was no adjustment to retained earnings for a cumulative effect.

Effective October 1, 2018, the Company adopted ASC 606 and has elected the modified retrospective method on existing contracts at the date of adoption. The Company has implemented the necessary changes to such business processes, controls and systems to effectively review and account for the new contracts under this standard.

Revenues recognized from the distribution segment under ASC 606 are consistent with previous revenue recognition standards under ASC 605, whereby revenue is typically recognized at either the point of shipment or point of destination, depending on the terms of the sale.

Regarding, the Company's design segment, the Company has evaluated the changes from adopting this new standard on its existing business, consolidated financial statements,reporting, disclosures or process.and its various revenue streams. The Company will recognize revenue over time on its time and material contracts utilizing a "right to invoice" method which is evaluatingsimilar to previous revenue recognition standards under ASC 605. Revenues from fixed-price type contracts that require performance of services that are not related to the potential impactproduction of tangible assets will be recognized by using cost inputs to measure progress toward the completion of its performance obligations. This method is similar to the method currently applied to certain of the acquired IPS business.Company's contracts covered by current revenue recognition standards under ASC 605. In some cases, contracts contain an arrangement of specific deliverables or production of prototypes, or a distinct performance obligation, and the Company allocates the transaction price to the performance obligation on a relative standalone selling price basis.

In February 2016, the FASB issued ASU 2016-02, “Leases"Leases (Topic 842)," which will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. This ASU requires a modified retrospective transition approach for existing leases, whereby the new rules will be applied to the earliest year presented. The new standard is effective for reporting periodsfiscal years beginning after December 15, 2018, and earlyinterim periods within those fiscal years. Early adoption is permitted. The Company is currently in the process of evaluating the potential impacteffects of adopting this guidancepronouncement on itsour condensed consolidated financial statements.

10



FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2                ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," providing additional guidance on several cash flow classification issues, with the goal of the update to reduce the current and potential future diversity in practice. The amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted ASU No. 2016-15 and the adoption did not have any impact on the Company's condensed consolidated financial statements.

In the first quarter of 2019, the Company adopted FASB ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The adoption of ASU 2016-16 did not have an impact to the financial statements due to the Company's maintenance of a full valuation allowance on the Company's net deferred tax asset.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in ASC 350, "Intangibles - Goodwill and Other ("ASC 350")." As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU 2017-04 in the first quarter of Fiscal 2019 and the adoption did not have any impact on the Company's condensed consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, “Scope"Scope of Modification Accounting”Accounting", to provide guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ThisThe Company adopted ASU No. 2017-09 in the first quarter of Fiscal 2019 and the adoption did not have any impact on the Company's condensed consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." The ASU adds various Securities and Exchange Commission ("SEC") paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, "Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118")", which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that determination of some or all of the income tax effects from the Tax Cuts and Jobs Act may be incomplete by the due date of the financial statements and, if possible, provide a reasonable estimate. The Company has accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118.

In June 2018, the FASB issued ASU 2018-07, "Compensation - Stock Compensation." ASU 2018-07 is an accounting pronouncement which expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The pronouncement is effective for fiscal years, and for interim and annual periods within those fiscal years, beginning after December 15, 2017.2018, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement - Disclosure Framework (Topic 820)." The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Adoption of this ASU is prospective.permitted for any removed or modified disclosures. The Company does not believeis currently assessing the adoptiontiming and impact of this ASU will have a significant impact on its consolidated financial statements.adopting the updated provisions.

11


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2                ACCOUNTING POLICIES (Continued)

Business Combinations and Asset Acquisitions

     We allocateThe Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, we makethe Company makes significant estimates and assumptions, especially with respect to intangible assets.

     We recognizeThe Company recognizes the purchase of assets and the assumption of liabilities as an asset acquisition, if the transaction does not constitute a business combination. The excess of the fair value of the purchase price is allocated on a relative fair value basis to the identifiable assets and liabilities. No goodwill is recorded in an asset acquisition.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and developed technology, discount rates and terminal values. Our estimate of fair value is based upon assumptions believed to be reasonable, but actual results may differ from estimates.

Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

NOTE 3                ACQUISITION

On January 18, 2018, the Company acquired Intelligent Product Solutions, Inc. ("IPS"). The details of the acquisition are included in our Annual Report on Form 10-K.

Pro Forma Impact

The following unaudited pro forma consolidated financial information has been prepared to illustrate the effects of the acquisition of IPS as if the acquisition occurred on October 1, 2017.

These unaudited pro forma condensed consolidated financial statements are for informational purposes only to provide comparative consolidated financial results for the three and six months ended March 31, 2019 and 2018. They do not purport to indicate the results that would actually have been obtained had the acquisition actually been completed on October 1, 2017.

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

$

  8,172,467

 

$

 12,663,467

 

$

 18,355,750

 

$

22,572,330

Gross profit

$

1,310,845

 

$

2,757,927

 

$

2,613,886

 

$

4,783,883

Operating expenses

 

2,385,906

 

 

 2,637,832

 

 

4,169,474

 

 

 4,451,418

Operating income (loss)

 

(1,075,061)

 

 

 120,095

 

 

(1,555,588)

 

 

 332,465

Other (expense), net

 

(55,844)

 

 

 (60,837)

 

 

(105,844)

 

 

 (134,219)

Income (loss) before income taxes

 

(1,130,905)

 

 

 59,258

 

 

(1,661,432)

 

 

 198,246

Provision for income taxes (expense)

 

-

 

 

 745,991

 

 

-

 

 

 744,874

Net income

$

  (1,130,905)

 

$

 805,249

 

$

  (1,661,432)

 

$

943,120

Earnings per share:

 

 

 

 

  

 

 

 

 

 

  

Basic

$

   (0.12)

 

$

 0.09

 

$

 (0.17)

 

$

 0.10

Diluted

$

 (0.12)

 

$

 0.09

 

$

 (0.17)

 

$

 0.10

12


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4                FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with the guidance provided by ASC 820. 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 short and long-term portions of deferred cash consideration of $538,000 on our condensed consolidated balance sheets includes a deferred cash component with a present value of $448,000 and an earn-out consideration component with a fair value of $90,000 measured using the Black-Scholes option pricing method, a Level 3 valuation technique. For the three and six months ended March 31, 2019, there were no changes in the valuation of the deferred cash consideration or the earn-out consideration.

NOTE 5                SEGMENT INFORMATION

The Company, post IPS acquisition, conducts its business through two operating segments, which are also its reportable segments:

  • Distribution and

  • Design

Segment operating income (loss) reflects results before shared corporate and unallocated administrative expenses and income taxes. Shared corporate and unallocated administrative expenses principally consist of costs for corporate and administrative support functions.

13


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5            SEGMENT INFORMATION (Continued)

 

For the Three Months Ended
March 31,

 

For the Six Months Ended
March 31,

2019

 

2018

 

2019

 

2018

Revenue

 

 

 

 

 

 

 

 

 

 

 

Distribution

$

 4,769,558

 

$

 6,194,429

 

$

 11,050,284

 

$

12,530,896

Design

 

3,402,909

 

 

2,817,998

 

 

7,305,466

 

 

2,817,998

Total Revenue

 

8,172,467

 

 

9,012,427

 

 

18,355,750

 

 

15,348,894

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

4,017,886

 

 

5,149,455

 

 

9,312,318

 

 

10,483,326

Design

 

2,843,736

 

 

2,032,207

 

 

6,429,546

 

 

2,032,207

Total Cost of Sales

 

6,861,622

 

 

7,181,662

 

 

15,741,864

 

 

12,515,533

Segment Operating Income (loss) from operations

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

(616,784)

 

 

92,505

 

 

(610,787)

 

 

143,578

Design

 

(458,277)

 

 

139,559

 

 

(944,801)

 

 

139,559

Total Income (loss) from operations

 

(1,075,061)

 

 

232,064

 

 

(1,555,588)

 

 

283,137

Other expenses

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

(34,794)

 

 

(21,024)

 

 

(71,758)

 

 

(25,446)

Design

 

(21,050)

 

 

(9,573)

 

 

(34,086)

 

 

(9,573)

Total Other expenses

 

(55,844)

 

 

(30,597)

 

 

(105,844)

 

 

(35,019)

Income (loss) before income taxes

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

(651,578)

 

 

71,481

 

 

(682,545)

 

 

118,132

Design

 

(479,327)

 

 

129,986

 

 

(978,887)

 

 

129,986

Total Income (loss) before income taxes

$

  (1,130,905)

 

$

  201,467

 

$

(1,661,432)

 

$

248,118

The following table presents total assets by operating segment:

 

March 31, 
2019

 

September 30,
2018

Distribution

$               9,369,272

 

$            12,010,344

Design

7,046,866

 

7,217,522

Total assets

$             16,416,138

 

$            19,227,866

NOTE 36                  SHARE-BASED COMPENSATION

Stock Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the following assumptions. The expected term represents the period over which the stock option awards are expected to be outstanding. The Company utilizes the “simplified”"simplified" method to develop an estimate of the expected term of “plain vanilla”"plain vanilla" employee option grants. The expected volatility used is based on the historical price of the Company’sCompany's stock over the most recent period commensurate with the expected term of the award. The risk-free interest rate used is based on the implied yield of U.S. Treasury zero-coupon issues with a remaining term equivalent to the award’saward's expected term. The Company historically has not paid any dividends on its common stock and had no intention to do so on the date the share-based awards were granted. The estimated annual forfeiture rate is based on management’smanagement's expectations and will reduce expense ratably over the vesting period. The forfeiture rate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material.

     There were no options granted during the three months ended December 31, 2017 and 2016.14

     The following table summarizes stock option activity during the three months ended December 31, 2017:


 

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 36                SHARE-BASED COMPENSATION (CONTINUED)(Continued)

      Weighted   
    Weighted Average   
    Average Remaining   
 Number of  Exercise Life  Intrinsic
 Options  Price In Years  Value
Outstanding, September 30, 2017246,000 

$

2.19

     
Granted-        
Exercised-        
Forfeited-        
Expired-        
Outstanding, December 31, 2017246,000 

$

2.19

 

3.7

 

$

33,700

 
Exercisable, December 31, 2017223,498 

$

2.35

 

3.3

 

$

20,499

In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

 

For the Three Months Ended
March 31,

 

For the Six Months Ended
March 31,

2019

 

2018

 

2019

 

2018

Expected term (years)

2.50-2.75

 

3.50

 

2.50-2.75

 

3.50

Expected volatility

82.0%

 

103.1%

 

82.0%

 

103.1%

Risk free interest rate

2.53%

 

2.45%

 

2.53%

 

2.45%

Expected dividends

0.00%

 

0.00%

 

0.00%

 

0.00%

Estimated annual forfeiture rate

0%

 

10%

 

0%

 

10%

 

On February 5, 2019, the Company granted five-year options to three non-employee directors to purchase an aggregate of 150,021 shares of common stock at an exercise price of $1.54 per share. The shares vest one year from the grant date. The options had an aggregate grant date fair value of $120,000, which is being amortized over the vesting period of the options.

On February 5, 2019, the Company granted five-year immediately vested options to two non-employee directors to purchase an aggregate of 140,460 shares of common stock at an exercise price of $1.54 per share. The options had an aggregate grant date fair value of $107,800, which was recognized immediately.

The options granted during the three and six months ended March 31, 2019 had a weighted average grant date value of $0.78 per share.

The following table summarizes stock option activity during the six months ended March 31, 2019:

 

Number of
Options

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Life
In Years

Intrinsic
Value

Outstanding, September 30, 2018

545,066

$               1.78

 

 

Granted

290,481

1.54

 

 

Exercised

-

-

 

 

Forfeited

(21,000)

1.79

 

 

Expired

-

-

 

 

Outstanding, March 31, 2019

815,547

$              1.69

4.3

$          63,268

Exercisable, March 31, 2019

622,673

$              1.73

4.2

$          63,268

The Company recognized compensation expense of approximately $1,000$135,000 and $2,000$4,000 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and approximately $145,000 and $5,000 during the six months ended March 31, 2019 and 2018, respectively, for stock option awards in its condensed consolidated statements of operations and comprehensive income.income (loss).

As of DecemberMarch 31, 2017,2019, there was approximately $2,000$130,000 of total unrecognized compensation cost related to nonvested stock option awards. That costawards that is expected to be recognized over a weighted average period of 0.51.0 years.

15


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6                SHARE-BASED COMPENSATION (Continued)

The following table provides additional information regarding stock option awards that were outstanding and exercisable at DecemberMarch 31, 2017:2019:

Options Outstanding  Options Exercisable
   Weighted    Weighted Weighted  
   Average Outstanding  Average Average Exercisable
Exercise  Exercise Number of  Exercise 

Remaining Life

 Number of
Price  Price Options  Price In Years Options
$0.64 to $1.80

 

$

1.00

 

97,500 

$

1.11

 

5.1 74,998
$2.20 to $2.85  

2.41

 

86,000  

2.41

 

1.8 86,000
$3.73 to $3.79  

3.74

 

62,500  

3.74

 

3.1 62,500
     246,000    3.3 223,498

 

Options Outstanding Options Exercisable
  Weighted   Weighted Weighted  
  Average Outstanding Average Average Exercisable
Exercise Exercise Number of Exercise Remaining Life Number of
Price Price Options Price In Years Options
           
$0.64 to $1.23 

$

0.80 77,500 

$

0.80 5.6 77,500
$1.44 to $1.67  1.51 609,547  1.49 4.8 416,673
$2.43 to $2.73  2.48 66,000  2.48 1.1 66,000
$3.73 to $3.79  3.74 62,500  3.74 1.9 62,500
     815,547    4.2 622,673

Restricted Stock Awards

The Company recognized compensation expense of approximately $(5,000)$1,000 and $48,000$41,000 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and approximately $3,000 and $36,000 during the six months ended March 31, 2019 and 2018, respectively, for restricted stock awards in its condensed consolidated statements of operations and comprehensive income.

income (loss). As of DecemberMarch 31, 2017,2019, there was approximately $15,000 of totalno unrecognized compensation costexpense related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted average period of 0.2 years.

The following table summarizes restricted stock activity during the threesix months ended DecemberMarch 31, 2017:2019:


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3     SHARE-BASED COMPENSATION (CONTINUED)

 Weighted    Weighted  
 Average Total   Average Total
Number of Grant Date Grant Date Number of Grant Date Grant Date
Shares   Fair Value  Fair Value Shares Fair Value Fair Value
Non-vested, September 30, 2017160,000  $1.02 $162,600 
Non-vested, September 30, 20186,028 $1.24 $7,475 
Granted

-

 -  -  - 
Vested

-

 (6,028) 1.24  (7,475)
Forfeited(70,000) 1.07  (74,900)-  -  - 
Non-vested, December 31, 201790,000  $0.97 $87,700 
Non-vested, March 31, 2019- $- $- 

NOTE 47                EARNINGS PER SHARE

Basic earnings per share data for each period presented is computed using the weighted-averageweighted average number of shares of common stock outstanding during each such period. Diluted earnings per share data is computed using the weighted-averageweighted average number of common and dilutive common-equivalentcommon equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of: (i) shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method; and (ii) shares of nonvested restricted stock. The Company calculated the potential diluted earnings per share in accordance with ASC 260, as follows:

  For the Three Months Ended
  December 31,
  2017  2016
Numerator:     
Net income$46,651 $151,492
 
Denominator:     
Weighted average shares outstanding - basic 8,760,830  8,621,513
 
Effects of dilutive securities:     
Assumed exercise of stock options, treasury stock method 26,404  23,859
Assumed vesting of restricted stock, treasury stock method 108,222  112,356
Weighted average dilutive potential common shares 134,626  136,215
 
Weighted average shares outstanding - diluted 8,895,456  8,757,728
Basic earnings per share$0.01 $0.02
Diluted earnings per share$0.01 $0.02

16


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7                  EARNINGS PER SHARE (Continued)

 For the Three Months Ended For the Six Months Ended
 March 31, March 31,
 2019 2018 2019 2018
Numerator:           
   Net income (loss)$(1,130,905)$948,467 $(1,661,432)$995,118
            
Denominator:           
   Weighted average shares outstanding - basic 9,532,645  9,291,334  9,530,207  9,023,166
            
Effects of dilutive securities:           
   Assumed exercise of stock options, treasury stock method -  41,133  -  34,976
   Assumed vesting of restricted stock, treasury stock method -  65,587  -  88,076
   Weighted average dilutive potential common shares -  106,720  -  123,052
            
   Weighted average shares outstanding - diluted 9,532,645  9,398,054  9,530,207  9,146,218
Basic (loss) earnings per share$(0.12)$0.10 $(0.17)$0.11
Diluted (loss) earnings per share$(0.12)$0.10 $(0.17)$0.11

The following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

As of December 31,As of March 31,
2017 20162019 2018
Options

168,500

 

178,500

815,547 215,750
Warrants

723,846

 

723,846

151,335 202,225
Total potentially dilutive shares

892,346

 

902,346

966,882 417,975

NOTE 8                CONCENTRATIONS

Concentration of Revenues and Accounts Receivable

For the three and six months ended March 31, 2019 and 2018, the Company had significant customers with individual percentage of total revenues equaling 10% or greater. The concentration of revenues and accounts receivable for each reporting segment are as follows:

Distribution Segment Revenues Concentration

 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

2019

2018

2019

 2018

Customer 1

29.9%

20.7%

28.7%

24.2%

Customer 2

28.7%

28.2%

30.0%

29.7%

Customer 3

15.3%

25.5%

14.6%

21.4%

Customer 4

11.1%

8.5%

10.3%

9.6%

Totals

85.0%

82.9%

83.6%

84.9%

 


17


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 58                CONCENTRATIONS (Continued)

Concentration ofDesign Segment Revenues and Accounts ReceivableConcentration

 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

2019

2018

2019

2018

Customer 1

23.2%

14.5%

18.6%

14.5%

Customer 2

7.9%

11.0%

10.5%

11.0%

Customer 3

1.4%

0.9%

11.4%

0.9%

Customer 4

0.6%

11.9%

4.4%

11.9%

Totals

33.1%

38.3%

44.9%

38.3%

     For the three months ended DecemberAt March 31, 2017 and 2016, the Company had significant customers with individual percentage of total revenues equaling 10% or greater as follows:

 

For the Three Months Ended

 

December 31,

 

2017

 

2016

Customer 131.0% 20.3%
Customer 227.7% 23.0%
Customer 317.4% 27.7%
Customer 410.7% 12.7%
Totals86.8% 83.7%

     At December 31, 20172019 and September 30, 2017,2018, concentration of accounts receivable with significant customers representing 10% or greater of segment accounts receivable was as follows:

Distribution Segment Accounts Receivable Concentration

December 31, 2017  September 30, 2017 

March 31, 2019

September 30, 2018

Customer 1

29.5%

29.6%

Customer 231.3% 18.0%

23.1%

15.6%

Customer 323.7% 35.5%

18.3%

23.6%

Customer 415.9% 14.1%

15.2%

17.0%

Customer 111.4% 13.3%
Totals82.3% 80.9%

86.1%

85.8%

Design Segment Accounts Receivable Concentration

 March 31, 2019September 30, 2018
Customer 126.2%28.2%
Customer 216.4%0.0%
Customer 36.6%26.4%
Totals49.2%54.6%

NOTE 69                RELATED PARTY TRANSACTIONS

Buying Agency and Supply Agreement

On March 12, 2012, the Company entered into a Buying Agency and Supply Agreement (the “Supply Agreement”) with Forward Industries Asia-Pacific Corporation, a British Virgin Islands corporation (“Forward China”). The Supply Agreement, as amended, 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 also pays to 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. The amendedOn April 22, 2019, the parties agreed to extend the expiration date of the Supply Agreement expires on March 8,until October 22, 2019 subject to renewal.under the same terms. Terence Bernard Wise, Chief Executive Officer and Chairman of the Company, is a principalthe owner of Forward China. In addition, Jenny P. Yu, a Managing Director of Forward China, beneficially owns more than 5% of the Company’s shares of common stock. The Company recognized approximately $360,000$344,000 and $363,000$359,000 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and approximately $703,000 and $719,000 during the six months ended March31, 2019 and 2018, respectively, in service fees paid to Forward China, which are included as a component of cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income. Duringincome (loss).

18


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9                RELATED PARTY TRANSACTIONS (Continued)

Promissory Note

On January 18, 2018, the Company issued a $1.6 million promissory note payable to Forward China in order to fund the acquisition of IPS. The note was due and payable in full on January 18, 2019. On January 14, 2019, the Company and Forward China agreed to extend the due date of the note by three months to April 18, 2019. On April 18, 2019, the Company and Forward China agreed to extend the due date of the note by another three months under the same terms. The note is now due July 17, 2019. The promissory note bears an interest rate of 8% per annum. Monthly interest payments commenced on February 18, 2018. For the three months ended DecemberMarch 31, 20172019 and 2016,2018, the Company received commissions from Forward China of $0paid approximately $32,000 and $12,904,$21,000, respectively, which is includedand for the six months ended March 31, 2019 and 2018 the Company paid approximately $64,000 and $21,000, respectively, in net revenues.

     See Note 8 below regarding a promissory note issuedinterest payments to Forward China associated with the note. The $1.6 million note payable is included as parta component of the IPS acquisition.notes payable - short-term portion line of the accompanying condensed consolidated balance sheets.

NOTE 710              LEGAL PROCEEDINGS

From time to time, the Company may become a party to legal actions or proceedings in the ordinary course of its business. As of DecemberMarch 31, 2017,2019, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’sCompany's interests, the Company believes would be material to its business.


FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 11              LINE OF CREDIT

The Company, specifically IPS, has a $1,300,000 revolving line of credit with TD Bank which was renewed on May 7, 2019 with a maturity date of May 31, 2020. The line of credit was amended and modified on September 28, 2018 to extend the line of credit limit from $1,000,000 to $1,300,000 and was also undersigned by Forward Industries, Inc. as the guarantor and is secured by all of IPS' assets. The interest rate on the line of credit is 0.75% above The Wall Street Journal prime rate. The effective interest rate at March 31, 2019 was 6.25%. As of March 31, 2019, the Company had $1,300,000 outstanding under the line of credit. The Company is subject to certain debt-service ratio requirements which are measured annually. As of September 30, 2018, the Company was in compliance with the required covenants. With a six month net loss of approximately $0.979 million for IPS, there is a potential risk of violating covenants at year end. As such, the lender may demand payment in full upon default.

NOTE 8      SUBSEQUENT EVENTS12              DEBT

On January 18,8, 2014, IPS entered into a term loan with a lender in the amount of $1,000,000. The loan bears interest at a rate of 4.230% per annum. The loan matured and was paid in full on January 8, 2019. Interest and principal of $18,546 was paid on a monthly basis through maturity. This loan was secured by all of IPS' assets and was guaranteed by the Company. Outstanding balance as of March 31, 2019 and September 30, 2018 was $0 and $73,523, respectively. The agreement contains certain restrictive covenants measured annually, of which the Company was in compliance as of September 30, 2018.

On April 1, 2016, IPS entered into a term loan with a lender in the amount of $325,000. The loan matures on April 1, 2020 and bears interest at a rate of 4.215% per annum. Interest and principal of $7,378 is paid on a monthly basis through maturity. This loan is secured by all of the IPS' assets and is guaranteed by the Company. Outstanding balance as of March 31, 2019 and September 30, 2018 was $93,569 and $135,317, respectively. The agreement contains certain restrictive covenants measured annually, all of which the Company was in compliance as of September 30, 2018.

19


NOTE 13              MOONI AGREEMENT

On January 29, 2019, the Company entered into a Stock Purchasethree-year Distribution Agreement (the “Agreement”) bywith Mooni International AB and amongits owner, Staffan Bern (the “Owner”). In accordance with the Company, Intelligent Product Solutions, Inc. (“IPS”), the holders of all of the common stock of IPS, Inc. (the “Sellers”) and Mitchell Maiman, President, representing the Sellers. In consideration for the acquisition of all of IPS’ outstanding securities,Agreement, the Company: (i) was appointed as the exclusive distributor of Mooni's current and future products (including future products developed or offered by Mooni and/or the Owner) in North America, (ii) subject to certain repayment requirements, the Company paid approximately $1.9$400,000 to Mooni, and (iii) was granted an option to purchase a controlling interest of Mooni at a valuation not to exceed $5 million in cash; (ii) assumed approximately $1.5 million of outstanding debt; (iii) issued a total of 401,836 shareswhich, if exercised, would be effective on the 12 month anniversary of the Company’s common stock toeffective date of the two owners of IPS; (iv) agreed to pay $1,000,000 of deferred cash compensation (with the first payment of $500,000 due on May 31, 2018, the second payment of $200,000 due on September 30, 2019, and third payment of $300,000 due on September 30, 2020); and (v) agreed to pay up to $2.2 million of earnout payments based upon IPS meeting certain EBITDA milestones (as defined in the Agreement) overAgreement. Additionally, Forward Industries Asia-Pacific Corporation, a three-year period. Additionally, the Company entered into three-year employment agreements with both Mitchell Maiman (President of IPS) and Paul Severino (Chief Operating Officer of IPS), and agreed to pay them each $256,000 per year. In order to fund the acquisition of IPS, the Company issued a $1.6 million promissory note payable to Forward China due January 18, 2019. The promissory note bears an interest rate of 8% per annum and requires monthly interest payments commencing February 18, 2018. Forward China is an entity which is principallycompany owned by Terence Wise, the Company’sCompany's Chairman and Chief Executive Officer.Officer, was named the designated supplier under the Agreement. As part of March 31, 2019, the Agreement, IPS entered into at-will employment agreements with two additional key employees. Pursuant tofee of $400,000 is included in the employment agreements,prepaid and other current assets and other assets for the employees were issued a total of 40,184 shares ofshort-term and long-term components, respectively, in the Company’s common stock of which 40% vested immediately with the remainder vesting in two equal increments on the six-month and twelve-month anniversary of the grant date, subject to continued employment on such vesting dates.accompanying condensed consolidated balance sheet.

 Effective January 22, 2018 through February 12, 2018, ten warrant holders exercised (via cashless exercises) an aggregate of 521,621 warrants with an exercise price of $1.84 per share and were issued an aggregate of 223,704 shares of the Company’s common stock.

 

 

 

 

 

 

 


20

 

ITEM 2.  MANAGEMENT’S 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, 2017.2018. The following discussion and analysis compares our consolidated results of operations for the three and six months ended DecemberMarch 31, 20172019 (the “2018 Quarter”)"2019 Quarter" and "2019 Period", respectively) with those for the three and six months ended DecemberMarch 31, 20162018 (the “2017 Quarter”)"2018 Quarter" and "2018 Period", respectively). All figures in the following discussion are presented on a consolidated basis. All dollar amounts and percentages presented herein have been rounded to approximate values.

Updated Information

As previously disclosed, the Company received a letter from the Financial Industry Regulatory Authority ("FINRA") notifying the Company that FINRA was investigating trading in the Company's securities surrounding the January 18, 2018 announcement that the Company had acquired Intelligent Product Solutions, Inc. (the "FINRA Investigation"). On May 8, 2018, the Company received notice from FINRA that the FINRA Investigation had been completed and that the matter had been referred to the SEC.

On February 13, 2019, the SEC served the Company and certain of its executive officers with subpoenas related to its investigation on this matter. The Company and its officers who received subpoenas are currently working with legal representation to comply with all subpoena requests.

Business Overview

Forward Industries, Inc. (“Forward”("Forward" or the “Company”"Company") is a fully integrated design, development and manufacturing solution to top tier medical and technology customers worldwide. Through its recent acquisition of Intelligent Product Solutions, Inc. ("IPS") the Company has expanded its ability to design and develop solutions for our 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 designs and distributesdistribution of carry and protective solutions, primarily for hand heldhandheld electronic devices.devices, the Company now provides one stop shopping for the design, development and manufacturing opportunities from a variety of sources. The Company’sCompany's previous principal customer market ishas been original equipment manufacturers, or “OEMs”"OEMs" (or the contract manufacturing firms of these OEM customers), that either package our products as accessories “in box”"in box" together with their branded product offerings, or sell them through their retail distribution channels. The Company’sCompany's OEM products include carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic products (such as sporting and recreational products, bar code scanners, smartphones, GPS location devices, tablets, firearms). The Company’sCompany's OEM customers are located in: (i) the Asia-Pacific Region, which we refer to as the “APAC Region”"APAC Region"; (ii) Europe, the Middle East, and Africa, which we refer to as the “EMEA Region”"EMEA Region"; and (iii) the Americas. The Company does not manufacture any of its OEM products and sources substantially all of its OEM products from independent suppliers in China, through Forward China.

     On January 18, 2018, we acquired Intelligent Product Solutions, Inc. (“IPS”). This wasAs a significant strategic acquisition for Forward and creates noteworthy cross selling opportunities forresult of the combined companies. Both companies have a reputation for achieving a very high levelexpansion of customer satisfaction by providing excellent customer service in both design and the sourcing of manufactured finished goods. The acquisition allows us to bring design and development solutions to our existing multinational client base and expand beyond the diabetic product line. Similarly, IPS can now position themselves as a fully integrated design development and manufacturing solution to their existing top tier customers andcapabilities through its wholly owned subsidiary, IPS, the considerable new projects in their pipeline. Additionally, the acquisition gives Forward the opportunityCompany now plans to introduce proprietary productproducts to the market from concepts brought to themit from a number of different sources. The Forward/IPS combinationCompany provides clients, both big and small, a true, authentic “one-stop-shop”"one-stop-shop" for product design, development, distribution and manufacturing solutions.

On January 29, 2019, the Company entered into a distribution agreement with Mooni AB International. By virtue of our strategic collaboration and distribution.distribution agreement with Mooni AB International, we have secured a portfolio of smart enabled products which we anticipate will be distributed to retail outlets in the United States. We believe this enhanced product will significantly augment our strategy in establishing new routes to market. As of filing of this report, the Company has not sold or purchased any products for the Mooni brand.

As a result of ourthe IPS acquisition, ofthe Company now manages and measures its operations over two operating segments: distribution and design. The distribution segment refers to what has historically been described as the "OEM" business. The design segment refers to the IPS on January 18, 2018, our business has been augmented. Key terms of the acquisition are contained in a Form 8-K filed with the SEC on January 18, 2018. IPS’design and development business.

The comparative financial results presented for the design segment for the three months ended March 31, 2018 are shortened by 18 days and are not included in this report. Ourdirectly comparable to the three months ended March 31, 2019. The results presented for the six months ended March 31, 2018 represents less than 3 months of operations in this report solely relateand should not be directly compared to our historical business.the six months ended March 31, 2019 as an accurate measurement of performance.

21


Variability of Revenues and Results of Operations

Because a high percentage of our net revenues is highly concentrated in a few large customers, and because the volumes of these customers’customers' order flows to us are highly variable, with short lead times, our quarterly revenues, and consequently our results of operations, are susceptible to significant variability over a relatively short period of time. We believe this variability will be less in the future when IPS’as IPS' financial results arecontinue to be consolidated with the Company’sCompany's financial results.

Critical Accounting Policies and Estimates

     We discussEffective October 1, 2018, the materialCompany adopted Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers" ("ASC 606"), using the modified retrospective method. The adoption had no impact to the current quarter nor was there a cumulative effect adjustment for previous periods. The Company has performed a review of ASU 2014-09 as compared to its previous accounting policies that are criticalfor our products and services revenues and did not identify any material impact to revenue. See Note 2 for more details around the revenue recognition guidelines under ASC 606 adopted in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017, under the caption “Management’s Discussion and Analysis—Critical Accounting Policies and Estimates”. There has been no material change in critical accounting policies or estimates during the period covered by this report.first quarter of Fiscal 2019.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, "Revenue Recognition" ("ASC 605") and most industry-specific guidance throughout ASC 605. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350)-Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in ASC 350, "Intangibles - Goodwill and Other ("ASC 350")." The Company adopted the standard in the first quarter of Fiscal 2019 and it had no impact on the Company's condensed consolidated financial statements.

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 DECEMBERMARCH 31, 20172019 COMPARED TO THE THREE MONTHS ENDED DECEMBERMARCH 31, 20162018

The results of operations disclosed below is based upon the historicalpresents Forward's distribution business of Forward (prior to the acquisition of IPS) and does not includeIPS' design segments as distinct operating units. IPS was acquired in January 2018, therefore, the financial results of IPS and is not indicative nor representative ofdata presented for the results of operations of Forward when it is consolidated with the results of IPS’ operations.three months ended March 31, 2018 are for a short quarter.

Net Income

     Net incomeDistribution Segment

Distribution segment net loss before taxes was approximately $47,000$(651,000) in the 2019 Quarter compared to net income before taxes of approximately $72,000 in the 2018 Quarter. Net loss in the 2019 Quarter was primarily due to an increase in operating expenses and a decline in sales, as reflected in the table below.

Design Segment

Design segment net loss before taxes was approximately $(480,000) in the 2019 Quarter compared to net income before taxes of approximately $151,000$129, 000 in the 20172018 Quarter. The decline in net incomeNet loss in the 20182019 Quarter was primarily due to a decline in both net revenues and gross profit and an increase in general and administrative expenses, partially offset by a decrease in sales and marketing expenses, as reflected in the table below.volume.

 

Main Components of Net Income

 

(amounts in thousands)

  2018  

2017

   Increase 
  Quarter  Quarter   (Decrease) 
Net revenues$6,336

 

$

6,591  $(255)
 
Gross profit$1,003

 

$

1,159  $(156)
Less:          
Sales and marketing expenses 278  418   (140)
General and administrative expenses 674  593   81 
Other expense (income), net 4  (3)  7 
Net Income$47

 

$

151  $(104)

22


 

 Main Components of Net Income

(amounts in thousands)

 2019
Quarter

 

2018
Quarter

 

 

Increase
(Decrease)

 

Consolidated

  

 

Distribution

  

 

Design

  

 

Consolidated

  

 

Distribution

  

 

Design

  

 

Consolidated

Net revenues

$

8,173

 

$

4,770

 

$

 3,403

 

$

 9,012

 

$

 6,194

 

$

  2,818

 

$

 (839)

Gross profit

$

 1,311

 

$

 752

 

$

 559

 

$

  1,831

 

$

 1,045

 

$

 786

 

$

 (520)

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

428

 

 

315

 

 

113

 

 

520

 

 

385

 

 

135

 

 

(92)

General and administrative expenses

 

1,958

 

 

1,053

 

 

905

 

 

1,079

 

 

567

 

 

512

 

 

879

Operating income (loss)

$

 (1,075)

 

$

 (616)

 

$

 (459)

 

$

  232

 

$

  93

 

$

 139

 

$

 (1,307)

Other expenses

 

(56)

 

 

(35)

 

 

(21)

 

 

(31)

 

 

(21)

 

 

(10)

 

 

(25)

Net income (loss)

$

 (1,131)

 

$

 (651)

 

$

  (480)

 

$

  201

 

$

 72

 

$

 129

 

$

  (1,332)

Basic and diluted earnings (loss) per share was $0.01were $(0.12) per share for the 2019 Quarter and $0.10 per share for the 2018 Quarter and $0.02 per share for the 2017 Quarter.

Net Revenues

Distribution Segment

Net revenues in the distribution segment declined $0.3approximately $1.424 million, or 4%23%, to $6.3$4.77 million in the 2019 Quarter from $6.194 million in the 2018 Quarter from $6.6 millionprimarily as a result of decreased Diabetic product line revenue. While the 2019 Quarter result reflects a decline year over year, management expects the revenues for the last two quarters of Fiscal 2019 to be more in line with the 2017 Quarter due to reduced revenues in Other Products, partially offset by increased revenues from Diabetics Products. Revenues from Other Products declined $0.4 million whereas revenues from Diabetic Products increased $0.1 million.last two quarters of Fiscal 2018. The following tables set forth revenues by channel, product line and geographic location of our Distribution segment customers for the periods indicated:

 Net Revenues for 2018 Quarter
 (amounts in thousands)
  EMEA  APAC  Americas  Total
Diabetic products$2,262 $1,820 $1,580 $5,662
Other products 103  230  341  674
Total net revenues$2,365 $2,050 $1,921 $6,336
 
     Net Revenues for 2017 Quarter   
     (amounts in thousands)   
  EMEA  APAC  Americas  Total
Diabetic products$1,935 $1,562 $2,025 $5,522
Other products 168  608  293  1,069
Total net revenues$2,103 $2,170 $2,318 $6,591

 Net Revenues for 2019 Quarter
 

(amounts in thousands)

  EMEA  APAC  Americas  Total
Diabetic products$1,717 $1,395 $1,153 $4,265
Other products 71  277  157  505
Total net revenues$1,788 $1,672 $1,310 $4,770
            
 Net Revenues for 2018 Quarter
 (amounts in thousands)
  EMEA  APAC  Americas  Total
Diabetic products$3,079 $1,280 $1,183 $5,542
Other products 61  343  248  652
Total net revenues$3,140 $1,623 $1,431 $6,194

Diabetic Product Revenues

     We designForward's distribution segment manufactures to the order of and sellsells 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”"in box" as a custom accessory for the OEM’sOEM's blood glucose testing and monitoring kits, or to a lesser extent, sellsells them through their retail distribution channels.


Revenues from Diabetic Products increased $0.1declined approximately $1.3 million, or 23.0%, to $5.6approximately $4.2 million in the 2019 Quarter from approximately $5.5 million in the 2018 Quarter from $5.5 million in the 2017 Quarter. This increasedecline was primarily due to higherlower revenues derived from two of our major Diabetic Products customers, (Diabetics Products Customers A and B) and a slight increase in revenues from our Other Diabetic Products customers. The increase was offset, in part, by a decrease in revenues from two of our major Diabetic Products customers (Diabetic Products CustomersB and C, and D).all other Diabetic Products customers, partially offset by rising sales for Diabetic Products customer A and flat sales to Diabetic Products customer D.  Management believes that revenues from diabetic customers will continue to decline.

23


The following table sets forth our distribution segment net revenues by Diabetic Products customer for the periods indicated:

(amounts in thousands)(amounts in thousands)
 2018 2017 Increase  2019 2018 Increase 
 Quarter  Quarter  (Decrease)  Quarter Quarter  (Decrease) 
Diabetic Products Customer A$1,967 $1,339 $628 $1,424 $1,280 $144 
Diabetic Products Customer B 1,755 1,517 238  1,367 1,746 (379)
Diabetic Products Customer C 1,103 1,826 (723) 802 1,577 (775)
Diabetic Products Customer D 678 838 (160) 528 526 2 
All other Diabetic Products Customers 159  2  157  144  413  (269)
Totals$5,662 $5,522 $140 $4,265 $5,542 $(1,277)

Revenues from Diabetic Products represented 89% of our net revenues in the 20182019 Quarter compared to 84%89% of our net revenues in the 20172018 Quarter.

Other Product Revenues

We design and sell cases and protective solutions to OEMs for a diverse array of portable electronic devices (such as bar code scanners, GPS devices and cameras), as well as a variety of other products (such as sporting and recreational products and firearms) on a made-to-order basis that are customized to fit the products sold by our OEM customers.

Revenues from Other Products declined $147,000 to $505,000 in the 2019 Quarter from $652,000 in the 2018 Quarter. The decline is due to a reduction in sales of $139,000, in the aggregate, to three long-time electronics device customers, in addition to a decline of $64,000 to a recreation products customer, partially offset by sales of $54,000 to a new optical equipment customer plus an increase in sales of $34,000 to an existing locksmithing equipment customer. Fluctuations in sales to other customers were not individually material. We will continue to focus on our sales and sales support teams in our attempt to expand and diversify our Other Products customer base.

Revenues from Other Products represented 11% of our net revenues in the 2019 Quarter compared to 11% of our net revenues in the 2018 Quarter.

Design Segment

Net revenues in the design segment were approximately $3.4 million for the 2019 Quarter. Revenues for the short 2018 Quarter were approximately $2.8 million as IPS was acquired in January 2018. The following table sets forth our design segment net revenues by major customers for periods indicated:

 (amounts in thousands)
  2019 2018  Increase 
  Quarter Quarter  (Decrease) 
Design Segment Customer A$789 $416 $373 
Design Segment Customer B 510  -  510 
Design Segment Customer C 271  316  (45)
Design Segment Customer D 21  341  (320)
All other Design Segment Customers 1,812  1,745  67 
   Totals$3,403 $2,818 $585 

Gross Profit

Distribution Segment

Gross profit for the distribution segment declined approximately $293,000, or 28%, to approximately $752,000 in the 2019 Quarter from approximately $1.04 million in the 2018 Quarter as a result of a decline in sales volume. As a percentage of revenues, our gross margin decreased to 15.8% in the 2019 Quarter from 16.9% in the 2018 Quarter as a result of pricing pressures from customers and product mix. We are working on expanding our product offering to include higher margin products as well as enhancing our sales efforts to raise top side gross sales to raise total gross profit.

Design Segment

Gross Profit for the design segment was approximately $559,000 for the 2019 Quarter. Gross Profit for the short 2018 Quarter was approximately $786,000. Gross Profit as a percentage of revenue was 16.4% for the design segment in the 2019 Quarter versus 27.9% in the 2018 Quarter. The gross profit as a percentage of revenue for the 2019 Quarter is significantly lower than historical performance for the design segment of our business. The decline was the result of project overruns on two significant customers in the 2019 Quarter carried over from the first quarter in Fiscal 2019. We believe the shortfall for the two customers is not an ongoing issue as the projects had been completed in the second quarter of Fiscal 2019 and we expect gross margins to return to historical percentages, above 20% historically, for the remainder of Fiscal 2019. Depreciation expense was approximately $22,000 for the 2019 Quarter. Depreciation expense is allocated to Cost of Sales in the design segment.

Sales and Marketing Expenses

Distribution Segment

Sales and marketing expenses for the distribution segment declined approximately $70,000, or 18%, to approximately $315,000 in the 2019 Quarter from approximately $385,000 in the 2018 Quarter. The decline was primarily due to the reduction of sales commissions expense resulting from lower sales, offset by other expenses that were not material individually or in the aggregate.

Design Segment

Sales and marketing expenses for the design segment were approximately $113,000 for the 2019 Quarter. Sales and marketing expenses for the design segment were approximately $135,000 for the short 2018 Quarter. Sales and marketing expenses in the design segment declined in the 2019 Quarter from the 2018 Quarter on a ratable basis as a result of a reduction in salesperson headcount.

General and Administrative Expenses

Distribution Segment

General and administrative expenses in the distribution segment increased approximately $485,000, or 86%, to approximately $1.053 million in the 2019 Quarter from approximately $567,000 in the 2018 Quarter, primarily due to an increase in legal fees of approximately $167,000 related to the SEC investigation, approximately $159,000 in bad debt expense and an increase in share-based compensation expense for directors of approximately $113,000, and an increase in salaries of approximately $20,000. Legal fees for the SEC investigation are covered by an insurance policy with a $150,000 deductible which has been met. We anticipate future billing to be reimbursed by the insurance carrier.

Design Segment

General and administrative expenses for the design segment were approximately $905,000 for the 2019 Quarter. General and administrative expenses in the design segment were approximately $512,000 for the 2018 Quarter. Bad debt expense for the three months ended March 31, 2019 was approximately $202,000 in the design segment. Excluding bad debt expense, General and administrative expenses for the 2019 Quarter were relatively flat when compared to the 2018 Quarter on a ratable basis, had the 2018 quarter been a full quarter.

25


Other Expenses

Distribution Segment

Other expenses for the distribution segment increased approximately $14,000 from the 2018 Quarter to approximately $35,000 in the 2019 Quarter, primarily due to an additional month of the interest of approximately $11,000 incurred on the promissory note to Forward China (see Note 9 - Related Party Transactions).

Design Segment

Other expenses in the design segment were approximately $21,000 for the 2019 Quarter. Other expenses in the design segment for the 2018 Quarter were approximately $10,000. This is composed of interest incurred on the line of credit and other debt instruments held within the design segment.

Income Taxes

For the three months ended March 31, 2019, the Company generated a net loss of approximately $768,000. The U.S. statutory tax rate for the fiscal year ending September 30, 2019 is 21%. The Company maintains significant net operating loss carryforwards and does not recognize income tax expense (benefit) as the Company's deferred tax provision is typically offset by maintaining a full valuation allowance on the Company's net deferred tax asset.

On December 20, 2017, Congress passed the Tax Cuts and Jobs Act ("TCJA"). The TCJA includes, among other things, a reduction of the U.S. corporate tax rate from 35% to 21% and a one-time mandatory deemed repatriation of cumulative earnings and profits from foreign subsidiaries. The Company completed its accounting for the income tax effects of the TCJA during the first quarter of 2019, in accordance with the SEC Staff Accounting Bulletin No. 118. As a result of the TCJA, there was no tax impact to the financial statements due to the Company's maintenance of a full valuation allowance on the Company's net deferred tax asset.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2019 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2018

Net Income

Distribution Segment

Distribution segment net loss before taxes was approximately $(683,000) in the 2019 Period compared to net income before taxes of approximately $119,000 in the 2018 Quarter. Net loss in the 2019 Quarter was primarily due to an increase in operating expenses and a decline in sales, as reflected in the table below.

Design Segment

Design segment net loss before taxes was approximately $(979,000) in the 2019 Period compared to net income before taxes of approximately $129,000 in the 2018 Quarter. Net loss in the 2019 Period was primarily due to a decline in sales volume and project overruns and an increase in the bad debt provision.

26


 
Main Components of Net Income
 (amounts in thousands)
 2019 2018 Increase
 Period Period (Decrease)
 Consolidated Distribution  Design Consolidated Distribution  Design Consolidated
Net revenues$18,355 $11,050 $7,305 $15,349 $12,531 $2,818 $3,006 
                      
Gross profit$2,614 $1,738 $876 $2,834 $2,048 $786 $(220)
Less:                     
   Sales and marketing expenses 899  640  259  798  663  135  101 
   General and administrative expenses 3,271  1,709  1,562  1,753  1,241  512  1,518 
Operating income (loss)$(1,556)$(611)$(945)$283 $144 $139 $(1,839)
                      
Other expenses (106) (72) (34) (35) (25) (10) (71)
                      
Net income (loss)$(1,662)$(683)$(979)$248 $119 $129 $(1,910)

Basic and diluted earnings (loss) per share were $(0.17) per share for the 2019 Period and $0.11 per share for the 2018 Period.

Net Revenues

Distribution Segment

Net revenues in the distribution segment declined approximately $1.5 million, or 12%, to $11.0 million in the 2019 Period from $12.5 million in the 2018 Period primarily as a result of decreased Diabetic product line revenue, partially offset by an increase in Other product line revenue. The following tables set forth revenues by channel, product line and geographic location of our Distribution segment customers for the periods indicated:

 Net Revenues for 2019 Period
 (amounts in thousands)
  EMEA  APAC  Americas  Total
Diabetic products$3,638 $3,310 $2,665 $9,613
Other products 80  732  625  1,437
Total net revenues$3,718 $4,042 $3,290 $11,050
            
 Net Revenues for 2018 Period
 (amounts in thousands)
  EMEA  APAC  Americas  Total
Diabetic products$5,342 $3,101 $2,763 $11,206
Other products 164  572  589  1,325
Total net revenues$5,506 $3,673 $3,352 $12,531

Diabetic Product Revenues

Forward's distribution segment manufactures 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 declined approximately $1.6 million, or 14%, to approximately $9.6 million in the 2019 Period from approximately $11.2 million in the 2018 Period. This decline was due to lower revenues from three major Diabetic Products customers, Diabetic Products customers A, C and D, and all other Diabetic Products customers, partially offset by rising sales for Diabetic Products customer B. Management believes that revenues from diabetic customers will continue to decline.

27


The following table sets forth our distribution segment net revenues by Diabetic Products customer for the periods indicated:

 (amounts in thousands)
  2019 2018  Increase
  Period Period  (Decrease)
Diabetic Products Customer A$3,318 $3,712 $(394)
Diabetic Products Customer B 3,172  3,035  137 
Diabetic Products Customer C 1,687  2,681  (994)
Diabetic Products Customer D 1,137  1,204  (67)
All other Diabetic Products Customers 299  574  (275)
   Totals$9,613 $11,206 $(1,593)

Revenues from Diabetic Products represented 87% of our net revenues in the 2019 Period compared to 89% of our net revenues in the 2018 Period.

Other Product Revenues

We design and sell cases and protective solutions to OEMs for a diverse array of portable electronic devices (such as bar code scanners, GPS devices, cellular phones, tablets and cameras), as well as a variety of other products (such as sporting and recreational products and firearms) on a made-to-order basis that are customized to fit the products sold by our OEM customers.

Revenues from Other Products declined $0.4increased approximately $112,000 to $1.44 million to $0.7in the 2019 Period from $1.33 million in the 2018 Quarter from $1.1 million in the 2017 Quarter. ThisPeriod. The increase is primarily due to overall net decreasesan increase in sales of $0.6 million from existing customers,approximately $159,000 to a new temperature-monitoring device customer (through a divisional cross-selling opportunity), an increase in sales of approximately $67,000 to a guitar supplies customer, and increase in sales of approximately $54,000 to a new optical equipment customer, partially offset by the additiona decline in sales of $0.2 million from some new customers.approximately $138,000 to a recreation products customer and a decline in sales of approximately $57,000 to a medical supplies customer. Fluctuations in sales to other customers were not individually material. We will continue to focus on our sales and sales support teams in our attempt to expand and diversify our Other Products customer base.

Revenues from Other Products represented 13% of our net revenues in the 2019 Period compared to 11% of our net revenues in the 2018 Quarter compared to 16% of our netPeriod.

Design Segment

Net revenues in the 2017 Quarter.design segment were approximately $7.3 million for the 2019 Period. Revenues for the short 2018 Period were approximately $2.8 million as IPS was acquired in January 2018. The following table sets forth our design segment net revenues by major customers for periods indicated:

 (amounts in thousands)
  2019 2018  Increase
  Period Period  (Decrease)
Design Segment Customer A$1,395 $416 $979 
Design Segment Customer B 791  316  475 
Design Segment Customer C 859  25  834 
Design Segment Customer D 330  341  (11)
All other Design Segment Customers 3,930  1,720  2,210 
   Totals$7,305 $2,818 $4,487 

28


Gross Profit

Distribution Segment

Gross profit decreased $0.2 million,for the distribution segment declined approximately $310,000, or 13%15%, to $1.0approximately $1.74 million in the 2019 Period from approximately $2.05 million in the 2018 Quarter from $1.2 millionPeriod as a result of a decline in the 2017 Quarter.sales volume. As a percentage of revenues, our gross margin declineddecreased to 15.8%15.7% in the 2019 Period from 16.3% in the 2018 Quarter, comparedPeriod as a result of pricing pressures from customers and product mix. We are working on expanding our product offering to 17.6%include higher margin products as well as enhancing our sales efforts to raise top side gross sales to raise total gross profit.

Design Segment

Gross Profit for the design segment was approximately $876,000 for the 2019 Period. Gross Profit for the short 2018 Period was approximately $786,000. Gross Profit as a percentage of revenue was 12.0% for the design segment in the 2017 Quarter.

2019 Period versus 27.9% in the 2018 Period. The gross profit as a percentage of revenue for the 2019 Quarter is significantly lower than historical performance for the design segment of our business. The decline was driven primarily by a year over year decrease in volumes related to global revenues. Quarter 2018 revenuesthe result of project overruns on two significant customers in the Americas declined 17% to $1.9 million primarily due to decreased revenues from Diabetic Products Customers C and D, partially offset by increased revenues from Diabetic Products Customer A and Other Products customers. Quarter 2018 revenues2019 Period. We believe the shortfall for the two customers is not an ongoing issue as the projects had been completed in the APAC Region declined 6%second quarter of Fiscal 2019 and we expect gross margins to $2.0 million primarily duereturn to decreased revenues from Other Products customers, partially offset by increased revenues from Diabetic Products Customer B. Quarter 2018 revenueshistorical percentages, above 20% historically, for the remainder of Fiscal 2019. Depreciation expense was approximately $70,000 for the 2019 Period. Depreciation expense is allocated to Cost of Sales in the EMEA Region increased 12% to $2.4 million primarily due to increased revenues from Diabetic Products Customer A and other Diabetic Products customers, partially offset by decreased revenues from Diabetic Products Customers C and D and Other Products customers.design segment.

Sales and Marketing Expenses

Distribution Segment

Sales and marketing expenses decreasedfor the distribution segment declined approximately $140,000,$23,000, or 33%3%, to approximately $278,000$640,000 in the 2019 Period from approximately $663,000 in the 2018 Quarter from approximately $418,000 in the 2017 Quarter,Quarter. The decrease was primarily due to decreased personnelthe increase in sales travel in pursuit of new customers.

Design Segment

Sales and marketing expenses offor the design segment were approximately $94,000, decreased other$259,000 for the 2019 Period. Sales and marketing expenses offor the design segment were approximately $23,000$135,000 for the short 2018 Period. Sales and decreased travelmarketing expenses of approximately $22,000. Fluctuations in other components of “Sales and Marketing Expenses” were not material individually or in the aggregate.design segment declined in the 2019 Period from the 2018 Period on a ratable basis as a result of a reduction in salesperson headcount.


General and Administrative Expenses

Distribution Segment

General and administrative expenses in the distribution segment increased approximately $81,000,$467,000, or 14%38%, to approximately $674,000$1.71 million in the 2019 Period from approximately $1.24 million in the 2018 Quarter from approximately $593,000 in the 2017 Quarter,Period, primarily due to increased professionalan increase in legal fees (stemming from the IPS Acquisition) of approximately $116,000 and director reimbursement costs$167,000 related to the SEC investigation, an increase in bad debt expense of approximately $33,000, partially offset by decreased director$159,000, an increase in share-based compensation expense for directors of approximately $52,000$113,000 and directors and officers insurancean increase in salaries of approximately $12,000.$56,000. Fluctuations in other components of “General and Administrative Expenses” were not material individually or in the aggregate. Legal fees for the SEC investigation are covered by an insurance policy with a $150,000 deductible which has been met. We anticipate future billing to be reimbursed by the insurance carrier.

Design Segment

General and administrative expenses for the design segment were approximately $1.56 million for the 2019 Period. General and administrative expenses in the design segment were approximately $512,000 for the 2018 Period. Bad debt expense for the six months ended March 31, 2019 was approximately $249,000 in the design segment. Excluding bad debt expense, General and administrative expenses for the 2019 Period were relatively flat when compared to the 2018 Period on a ratable basis had the 2018 Quarter been a full quarter.

Other Income (Expense)Expenses

Distribution Segment

Other income (expense), net, changedexpenses for the distribution segment increased approximately $47,000 from the 2018 Period to approximately $(4,000)$72,000 in the 2019 Period, primarily due to the interest of approximately $11,000 per month incurred on the promissory note to Forward China (see Note 9 - Related Party Transactions).

29


Design Segment

Other expenses in the design segment were approximately $34,000 for the 2019 Period. Other expenses in the design segment for the 2018 Quarter fromPeriod were approximately $3,000 in$10,000. This is composed of interest incurred on the 2017 Quarter, primarily due to income fromline of credit and other debt instruments held within the property subleased in Santa Monica, California that expired in September 2016 of approximately $11,000, partially offset by decreased realized losses on foreign currency transactions of approximately $3,000.design segment.

Income Taxes

For the threesix months ended DecemberMarch 31, 2017,2019, the Company generated a net incomeloss of approximately $47,000. While($1.3M). The U.S. statutory tax rate for the fiscal year ending September 30, 2019 is 21%. The Company maintains significant net operating loss carryforwards noand does not recognize income tax expense (benefit) was recognized as the Company’sCompany's deferred tax provision is completelytypically offset by maintaining a full valuation allowance. As a result of Theallowance on the Company's net deferred tax asset.

On December 20, 2017, Congress passed the Tax Cuts and Jobs Act we expect no("TCJA"). The TCJA includes, among other things, a reduction of the U.S. corporate tax impactrate from 35% to the financial statements stemming from: (i) the21% and a one-time mandatory deemed repatriation of cumulative earnings and profits from foreign subsidiaries. The Company completed its accounting for a controlled foreign corporation; or (ii) the change in the corporate income tax rate.  However,effects of the reductionTCJA during the first quarter of 2019, in accordance with the corporate incomeSEC Staff Accounting Bulletin No. 118. As a result of the TCJA, there was no tax rate will reduceimpact to the amountfinancial statements due to the Company's maintenance of a full valuation allowance on the Company's net operating losses available for use in the future.deferred tax asset.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is our operations. The primary demand on our working capital will be:has historically been (i) operating losses, should they occur; (ii) repayment of debt obligations, and (iii) any increases in accounts receivable and inventories arising in the ordinary course of business; and (iii) repayments of debts as they mature.business. Historically, our sources of liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business.

As of the filing date of this report, we had $0 available under our $1.3 million Line of Credit. The Company intends on paying down the Line of Credit as funds become available when Accounts Receivable turn over the short-term. The $1.3 million Line of Credit contains certain financial covenants that if not met, the Company would be required to repay the entire loan if requested by the lender. We can provide no assurances that at the end of Fiscal 2019 that we will meet these financial covenants and if so that the lender will not require us to immediately repay the outstanding balance of the loan. In such event, our cash balance and liquidity would be adversely affected.   On April 18, 2019, the maturity date on the $1.6 million Forward China promissory note was extended to July 17, 2019. We plan on funding the payment at maturity using existing cash balances.

We anticipate that our liquidity and financial resources for Forward and the consolidated subsidiaries for the next twelve12 months from the date of the filing of this filingreport will be adequate to manage our operating and financial requirements. If we have the opportunity to make a strategic acquisition or to make an investment in a product or partnership, we will 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.

At DecemberMarch 31, 2017,2019, our current ratio (current assets divided by current liabilities) was 2.9;1.9 compared to 2.1 at September 30, 2018; At March 31, 2019, our quick ratio (current assets less inventories divided by current liabilities) was 2.5; and1.7 compared to 1.8 at September 30, 2018; At March 31, 2019, our working capital (current assets less current liabilities) was $9.0 million.approximately $5.9 million compared to approximately $7.6 million at September 30, 2018. As of December 31, 2017,May 10, 2019, we had no short or long-term debt outstanding. As part of the IPS acquisition, (i) we borrowed $1.6 million from Forward China and issued them an 8% one-year note (due January 18, 2019) with interest due monthly; (ii) we assumed approximately $1.5$4.6 million of debt (due at various dates through 2020) some of which was in default as a result of a covenant violation; and (iii)cash on hand.

Although we agreed to pay $1,000,000 of deferred cash compensation (with the first payment of $500,000 due on May 31, 2018, the second payment of $200,000 due on September 30, 2019, and third payment of $300,000 due on September 30, 2020).

     We do not anticipate the need to purchase additional material capital assets in order to carry out our business.business, it may be necessary for us to purchase equipment and other capital assets in the future, depending on need.

During the threesix months ended DecemberMarch 31, 20172019 and 2016,2018, our sources and uses of cash were as follows:

Cash Flows from Operating Activities

During the 2018 Quarter,2019 Period, cash provided byused in operating activities of approximately $1,300,000$2.8 million resulted primarily from a net loss of approximately $1.66 million, a decrease of Accounts Payable (including due to Forward China) of approximately $2.06 million, an increase in prepaid expenses and other assets of approximately $643,000, a decrease in deferred income of approximately $54,000, partially offset by a decline in accounts receivable of approximately $795,000, a reduction of inventory of approximately $136,000, a reduction of accrued expenses of approximately $11,000, in addition to the add-backs for bad debt expense of approximately $408,000, share-based compensation of approximately $148,000, depreciation and amortization of approximately $157,000, and the add-back of deferred rent of approximately $2,000.

30


During the 2018 Period, cash used in operating activities of approximately $1,237,000 resulted primarily from a decrease in accounts payable (including due to Forward China) of approximately $736,000, a decrease in accounts receivable of approximately $619,000, a decrease in inventories of approximately $60,000, a decrease in prepaid expenses and other current assets of approximately $52,000 and net income of approximately $47,000, partially offset by a decrease in accrued expenses and other current liabilities of approximately $211,000.

     During the 2017 Quarter, cash used in operating activities of approximately $520,000 resulted primarily from$1,342,000, an increase in accounts receivable of approximately $902,000 and$539,000, a decrease in accrued expenses and other current liabilities of approximately $246,000,$233,000, a decrease in deferred income of approximately $165,000, partially offset by an increase in accounts payable (including due to Forward China) of approximately $389,000,a net income of approximately $151,000,$995,000, a reduction in inventory of approximately $673,000, a reduction in prepaid expenses of approximately $8,000, and the add back of non-cash items including share-based compensation of approximately $50,000.$41,000, depreciation and amortization of approximately $71,000 and a non-cash reduction of deferred tax asset valuation of $747,000.

Cash Flows from Investing Activities

In the 2018 Quarter,2019 Period, cash used in investing activities of approximately $19,000$24,000 resulted from purchases of property and equipment.

In the 2017 Quarter, there was no2018 Period, cash used for investing activities of approximately $1,362,000 resulted primarily from the cash consideration paid for the IPS acquisition and purchases for capital assets of approximately $33,000, partially offset by the cash acquired in investing activities.the IPS acquisition of approximately $600,000.


Cash Flows from Financing Activities

In the 2019 Period, cash provided by financing activities of approximately $804,000 consisted of $1,250,000 in borrowings on the Line of Credit, offset by $300,000 in repayments on the Line of Credit, approximately $121,000 in repayments on notes payable and approximately $25,000 in repayments on capital equipment leases.

In the 2018 Quarter, there was noPeriod, cash usedprovided by financing activities of approximately $1,303,000 consisted of $1,600,000 borrowed from Forward China to facilitate the IPS acquisition and $400,000 in financing activities.

     Inborrowings on the 2017 Quarter, there was no cash usedLine of Credit, offset by $550,000 in financing activities.repayments on the Line of Credit, approximately $143,000 in repayments on notes payable and approximately $4,000 in repayments on capital equipment leases.

Related Party Transactions

For information on related party transactions and their financial impact, see Notes 6 and 8Note 9 to the unaudited condensed consolidated financial statements contained herein.

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Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements”"forward-looking statements", as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our liquidity, expectation regarding our future revenues, anticipated insurance reimbursements, plans to develop and market new products, anticipated synergies from the acquisition of IPS and working capital. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects”"anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the failure to receive material orders, our ability to successfully market and sell products that we develop, our ability to successfully integrate IPS, insurance company disagrees that some or all of the expenses are not reimbursable, failure to diversify the industries in which we sell our products, potential imposed tariffs or other restrictions placed on imports by the U.S. government, and continued pricing pressure on our products. Further information on our risk factors is contained in our filings with the SEC, including our Form 10-K for the year ended September 30, 2017.2018. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

 

 

 

 

 

 

 

 

 


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ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.       CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.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”"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’sSEC'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.

 

 

 

 

 

 

 


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PART II.          OTHER INFORMATION


ITEM 1.                 LEGAL PROCEEDINGS

From time to time, the Company may become a party to legal actions or proceedings in the ordinary course of its business. As of DecemberMarch 31, 2017,2019, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’sCompany's interests, the Company believes would be material to its business.

ITEM 1A.              RISK FACTORS

Risks RelatingNot applicable to the Acquisition of IPSsmaller reporting companies.

If we are unable to successfully integrate Intelligent Product Solutions, Inc. (“IPS”) with Forward, we may not realize all of the anticipated benefits of the Acquisition.

The success of the IPS acquisition (the “Acquisition”) will depend, in large part, on the ability of Forward to realize the anticipated benefits from the Acquisition. To realize the anticipated benefits of the Acquisition, the combined company must successfully integrate the sales, marketing, accounting, executive and technology teams. This integration may be complex and time-consuming.

Potential difficulties Forward may encounter include, among others:

  • unanticipated issues in integrating logistics, information, communications and other systems;

  • integrating personnel from the two companies while maintaining focus on providing a consistent, high quality level of service and product;

  • integrating complex systems in a seamless manner that minimizes any adverse impact on customers, employees and vendors;

  • potential unknown liabilities, liabilities that are significantly larger than anticipated, or unforeseen expenses or delays associated with the Acquisition and the integration process;

  • unanticipated changes in applicable laws and regulations; and

  • complexities associated with managing the larger business.

Some of these factors are outside the control of either company.

Forward has not completed an acquisition comparable in size or scope to the Acquisition. The failure of Forward to successfully integrate IPS or otherwise to realize any of the anticipated benefits of the Acquisition could adversely affect its results of operations. The integration process maybe more difficult, costly or time-consuming than anticipated, which could cause Forward’s stock price to decline.

ITEM 2.                 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have previously disclosed all sales of securities without registration under the Securities Act of 1933 (the “Act”), other than the following: Effective January 22, 2018 through February 12, 2018, ten warrant holders exercised (via cashless exercises) an aggregate of 521,621 warrants with an exercise price of $1.84 per share and were issued an aggregate of 223,704 shares of the Company’s common stock. The securities were issued and sold in reliance upon the exemption from registration contained in Section 3(a)(9) of the Act.None.

ITEM 3.                 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                 MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.                 OTHER INFORMATION

None.

ITEM 6.                  EXHIBITS

The exhibits listed in the accompanying “Index"Index to Exhibits”Exhibits" are filed or incorporated by reference as part of this Form 10-Q.

 

 

 


34

 

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: February 14, 2018

May 15, 2019

FORWARD INDUSTRIES, INC.

 

By:/s/ Terence Wise

Terence Wise

Chief Executive Officer
(Principal Executive Officer)

By:/s/ Michael Matte

Michael Matte

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 


 
INDEX TO EXHIBITS
 
      Filed or
   Incorporated by ReferenceFurnished
 No.Exhibit DescriptionFormDateNumberHerewith
 
 2.1Stock Purchase Agreement with Intelligent Product

8-K

1/18/18

2.1 
  Solutions, Inc.    
 3.1Restated Certificate of Incorporation

10-K

12/8/10

3(i) 
 3.2Certificate of Amendment to the Certificate of

8-K

4/26/13

3.1 
  Incorporation, April 26, 2013    
 3.3Certificate of Amendment to the Certificate of

8-K

7/3/13

3.1 
  Incorporation, June 28, 2013    
 3.4Third Amended and Restated Bylaws, as of May 28,

10-K

12/10/14

3(ii) 
  2014    
 4.1Rights Agreement, dated as of April 26, 2013

8-K

4/26/13

4.1 
 4.2Promissory Note dated January 18, 2018 - Forward

8-K

1/18/18

4.1 
  Industries (Asia-Pacific)    
 

10.1

Buying Agency and Supply Agreement with Forward

10-K

12/16/15

10.7 
  Industries (Asia-Pacific), Corporation, dated as of    
  September 9, 2015    
 

10.2

Amendment No. 1 to Buying Agency and Supply

10-Q

8/14/17

10.2 
  Agreement - Forward Industries (Asia-Pacific)    
  Corporation    
 

10.3

Amendment No. 2 to Buying Agency and Supply

8-K

9/22/17

10.1 
  Agreement - Forward Industries (Asia-Pacific)    
  Corporation    
 

10.4

Form of Employment Agreement – IPS Sellers

8-K

1/18/18

10.1 
 

31.1

Certification of Principal Executive Officer   Filed
  (Section 302)    
 

31.2

Certification of Principal Financial Officer   Filed
  (Section 302)    
 

32.1

Certification of Principal Executive Officer and   Furnished*
  Principal Financial Officer (Section 906)    
 

101 INS

XBRL Instance Document   Filed
 

101 SCH

XBRL Taxonomy Extension Schema   Filed
 

101 CAL

XBRL Taxonomy Extension Calculation Linkbase   Filed
 

101 LAB

XBRL Taxonomy Extension Label Linkbase   Filed
 

101 PRE

XBRL Taxonomy Extension Presentation Linkbase   Filed
 

101 DEF

XBRL Taxonomy Extension Definition Linkbase   Filed

———————

    
 
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INDEX TO EXHIBITS

   Filed or
Furnished
Herewith
  Incorporated by Reference
No.Exhibit DescriptionFormDateNumber
2.1Stock Purchase Agreement with Intelligent Product Solutions, Inc.

8-K

1/18/18

2.1

 
3.1Restated Certificate of Incorporation

10-K

12/8/10

3(i)

 
3.2Certificate of Amendment to the Certificate of Incorporation, April 26, 2013

8-K

4/26/13

3.1

 
3.3Certificate of Amendment to the Certificate of Incorporation, June 28, 2013

8-K

7/3/13

3.1

 
3.4Third Amended and Restated Bylaws, as of May 28, 2014

10-K

12/10/14

3(ii)

 
4.1Promissory Note dated January 18, 2018 - Forward Industries (Asia-Pacific)

8-K

1/18/18

4.1

 
4.1(a)Amendment No. 1 to Promissory Note dated January 18, 2018 - Forward Industries (Asia-Pacific)

10-Q

2/14/19

4.2

 
4.1(b)Amendment No. 2 to Promissory Note dated January 18, 2018 - Forward Industries (Asia-Pacific)   

Filed

4.22011 Long Term Incentive Plan, as amended10-Q2/14/194.3 

10.1

Buying Agency and Supply Agreement with Forward Industries (Asia-Pacific), Corporation, dated as of September 9, 2015

10-K

12/16/15

10.7

 

10.1(a)

Amendment No. 1 to Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation

10-Q

8/14/17

10.2

 

10.1(b)

Amendment No. 2 to Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation

8-K

9/22/17

10.1

 

10.1(c)

Amendment No. 3 to Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation   

Filed

10.2

Amended and Restated Revolving Term Note dated September 28, 2018

8-K

10/02/18

10.1

 

10.3

Modification Agreement dated September 28, 2018

8-K

10/02/18

10.2

 

31.1

Certification of Principal Executive Officer (Section 302)   

Filed

31.2

Certification of Principal Financial Officer (Section 302)   

Filed

32.1

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)   

Furnished**

101 INS   

XBRL Instance Document   

Filed

101 SCH

XBRL Taxonomy Extension Schema   

Filed

101 CAL

XBRL Taxonomy Extension Calculation Linkbase   

Filed

101 LAB

XBRL Taxonomy Extension Label Linkbase   

Filed

101 PRE

XBRL Taxonomy Extension Presentation Linkbase   

Filed

101 DEF

XBRL Taxonomy Extension Definition Linkbase   

Filed

———————

**           This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Copies of this report (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., 477 S. Rosemary Ave. Ste. 219, West Palm Beach, Florida 33401, Attention: Corporate Secretary.

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