UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2018
Forward Industries, Inc.
(Exact name of registrant as specified in its charter)
New York |
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001-34780 |
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13-1950672 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
477 S. Rosemary Ave. Ste. 219
West Palm Beach, Florida 33401
(Address of Principal Executive Office) (Zip Code)
(561) 465-0030
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On February 14, 2018, Forward Industries, Inc. (the “Company”) issued a press release announcing the results of operations for the Company for the three months ended December 31, 2017. A copy of such press release is furnished as Exhibit 99.1 to this report.
The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
Exhibit |
99. 1 | Press release dated February 14, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FORWARD INDUSTRIES, INC. |
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Date: February 14, 2018 |
By: |
/s/ Michael Matte |
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Name: Michael Matte |
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Title: Chief Financial Officer |
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FOR IMMEDIATE RELEASE
FORWARD REPORTS FISCAL 2018 FIRST QUARTER RESULTS
West Palm Beach, FL – February 14, 2018 – Forward Industries, Inc. (NASDAQ:FORD), a designer and manufacturing sourcer, today announced financial results for its first fiscal quarter ended December 31, 2017.
First Quarter 2018 Financial Highlights
Income from Operations was $51 thousand compared to income from operations of $148 thousand from the first quarter of 2017.
Revenues were $6.3 million vs $6.6 million when compared to the first quarter of 2017.
Gross profit percentage declined to 15.8% in the first quarter of 2018 compared to 17.6% in the first quarter of 2017.
Net income was $47 thousand compared to net income of $151 thousand in the first quarter of 2017.
Earnings per share were $.01 per share compared to $.02 per share for the first quarter of 2017.
Terry Wise, Chief Executive Officer of Forward Industries, stated, “In this first quarter, I am pleased that we continued to generate a positive net income and concluded our acquisition of Intelligent Product Solutions. This material strategic acquisition for Forward has created noteworthy cross selling opportunities for the combined companies. The Forward/IPS combination provides clients, both big and small, a true, authentic “one-stop-shop” for product design, development, manufacturing, and distribution. We are extremely excited about the potential for the future.”
The tables below are derived from the Company’s unaudited, condensed consolidated financial statements included in its Quarterly Report on Form 10-Q filed today with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements and further information regarding the Company’s results of operations December 31, 2017. Please also refer to the Form 10-K for a discussion of risk factors applicable to the Company and its business.
Note Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding expectations and potential for the Company’s future. Forward has tried to identify these forward-looking statements by using words such as “may”, “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks include the inability to expand our customer base, pricing pressures, lack of success of new sales people and unanticipated issues with our affiliated sourcing agent and integration with IPS. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended September 30, 2017 for information regarding risk factors that could affect the Company’s results. Except as otherwise required by Federal securities laws, Forward undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
About Forward Industries
Incorporated in 1962, and headquartered West Palm Beach, Florida, Forward Industries is a global designer and distributor of mobile device cases and accessories. Forward’s products can be viewed online at www.forwardindustries.com.
Contact:
Forward Industries, Inc.
Michael Matte, CFO
(561) 465-0031
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(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 |
- |
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- |
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Net income |
$ |
46,651 | $ | 151,492 | ||
Net income |
$ |
46,651 | $ | 151,492 | ||
Other comprehensive income: | ||||||
Translation adjustments | 600 |
- |
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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 |
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
December 31, | September 30, | ||||||
2017 | 2017 | ||||||
(Unaudited) | |||||||
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 |
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Total shareholders' equity | 8,973,135 | 8,930,422 | |||||
Total liabilities and shareholders' equity | $ | 13,717,802 | $ | 13,153,946 |