UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
(Amendment No. 1)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission File Number: 0-6669
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FORWARD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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New York |
13-1950672 |
(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
incorporation or organization) |
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477 Rosemary Ave., Suite 217-219, West Palm Beach, FL 33410
(Address of principal executive offices, including zip code)
(310) 526-3005
________________
(Registrants telephone number, including area code)
3110 Main Street, Suite 400, Santa Monica, CA 90405 (310) 526-3005 |
(Former name, former address, and former fiscal year if changed since last report) |
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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 twelve 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. [X] Yes [ ] 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 [ ]
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
[ ]
Large accelerated filer |
[
] Accelerated filer |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
The number of shares outstanding of the registrants common stock, par value $0.01 per share, at the latest practical date August 8, 2012, was 8,105,185 shares.
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2
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the Form 10-Q), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensive Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
3
PART II. OTHER INFORMATION
Item 6. Exhibits
Exhibit No. |
Description |
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31.1 | Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 |
The following financial information from Security Land and Development Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 is formatted in Extensible Business Reporting Language (XBRL): (i) The Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Retained Earnings, (iii) the Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements |
4
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.
Dated: September 19, 2012 |
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FORWARD INDUSTRIES, INC. |
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(Registrant) |
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By: /s/ Robert Garrett Jr. |
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Robert Garrett Jr. |
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Chief Executive Officer |
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(Principal Executive Officer) |
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By: /s/James O. McKenna | |
James O. McKenna | |
Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
5
Forward Industries, Inc.
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Robert Garrett Jr., certify that:
1. |
I have reviewed this Quarterly Report on Form 10‑Q for the three months ended June 30, 2012, of Forward Industries, Inc. (registrant); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and we have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
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c) |
Evaluated the effectiveness of registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: September 19, 2012
/s/
Robert Garrett Jr.
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Forward Industries, Inc.
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, James O. McKenna, certify that:
1. |
I have reviewed this Quarterly Report on Form 10‑Q for the three months ended June 30, 2012, of Forward Industries, Inc. (registrant); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and we have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
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c) |
Evaluated the effectiveness of registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: September 19, 2012
/s/
James O. McKenna Chief
Financial Officer |
Exhibit 32.1
CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Robert Garrett Jr., Chief Executive Officer of Forward Industries, Inc. (Forward), and James O. McKenna, Chief Financial Officer of Forward, do each certify pursuant to 18 U.S.C. §1350 that, to the best of their knowledge:
Forwards Quarterly Report on Form 10-Q for the three months ended June 30, 2012 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Forward.
IN WITNESS WHEREOF, the undersigned have set their hands hereto as of the 19th day of September 2012.
/s/ Robert Garrett Jr. Chief Executive Officer (Principal Executive Officer)
/s/ James O. McKenna James O. McKenna Chief Financial Officer (Principal Financial and Accounting Officer) |
SHARE-BASED COMPENSATION (Details Textuals 2) (Stock Options, USD $)
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3 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
1996 Stock Incentive Plan
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Jun. 30, 2012
2011 Long Term Incentive Plan and 2007 Equity Incentive Plan
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Jun. 30, 2011
2011 Long Term Incentive Plan and 2007 Equity Incentive Plan
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Jun. 30, 2012
2011 Long Term Incentive Plan and 2007 Equity Incentive Plan
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Jun. 30, 2011
2011 Long Term Incentive Plan and 2007 Equity Incentive Plan
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Jun. 30, 2012
2011 Long Term Incentive Plan
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Jun. 30, 2012
2007 Equity Incentive Plan
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Sep. 30, 2011
2007 Equity Incentive Plan
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fully vested common stock options, outstanding and unexercised | 30,000 | |||||||
Stock options granted | 1,617,500 | |||||||
Forfeited and reverted, shares under 2007 and 2011 Plan | 365,500 | 55,000 | ||||||
Recognized compensation expense | $ (81,000) | $ 116,000 | $ 170,000 | $ 251,000 | ||||
Recognized compensation expense discontinued operations | (142,000) | 16,000 | (48,000) | 21,000 | ||||
Unrecognized compensation expense | $ 426,000 | $ 426,000 | ||||||
Unvested stock option awards granted | 740,500 | 740,500 | 7,500 | 25,799 |
COMMITMENTS AND CONTINGENCIES (Details Textuals 1) (Robert Garrett Jr, Stock Options, 2011 Long Term Incentive Plan)
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Jun. 30, 2012
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Robert Garrett Jr | Stock Options | 2011 Long Term Incentive Plan
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Compensation Arrangement With Individual Excluding Share Based Payments and Postretirement Benefits [Line Items] | |
Common stock authorized for grants | 200,000 |
OPERATING SEGMENT INFORMATION - Summary of net sales of each segment by geographical region (Details) (USD $)
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3 Months Ended | 9 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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Segment Reporting Information [Line Items] | ||||||||||
Total net sales | $ 7,664,252 | [1] | $ 6,156,543 | [1] | $ 20,049,363 | [1] | $ 17,121,017 | [1] | ||
Asia Pacific Region
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Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 3,262,000 | 2,744,000 | 8,870,000 | 7,944,000 | ||||||
Americas
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Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 3,184,000 | 1,768,000 | 7,028,000 | 5,054,000 | ||||||
Europe
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Segment Reporting Information [Line Items] | ||||||||||
Total net sales | $ 1,218,000 | $ 1,643,000 | $ 4,151,000 | $ 4,122,000 | ||||||
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SHAREHOLDERS' EQUITY (Details Textuals 1) (Repurchase plan for September 2002 and January 2004, USD $)
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9 Months Ended | ||
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Jun. 30, 2012
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Jan. 31, 2004
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Sep. 30, 2002
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Repurchase plan for September 2002 and January 2004
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Equity, Class of Treasury Stock [Line Items] | |||
Number of shares authorized to repurchase | 486,200 | 486,200 | |
Shares repurchased | 172,603 | ||
Cost of repurchasing shares | $ 403,000 |
ACCOUNTING POLICIES (Details Textuals 1) (USD $)
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9 Months Ended | |||
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Jun. 30, 2012
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Sep. 30, 2011
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Jun. 30, 2012
Maximum
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Jun. 30, 2012
Minimum
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Credit Term | 90 days | 30 days | ||
Coverage on trade accounts with customers in EMEA region | 90.00% | |||
Allowance for doubtful accounts | $ 14,000 |
COMMITMENTS AND CONTINGENCIES (Details Textuals 3)
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3 Months Ended | 9 Months Ended | |
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Jun. 30, 2012
USD ($)
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Jun. 30, 2012
USD ($)
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Jun. 30, 2012
EUR (€)
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Commitments Contingencies and Guarantees [Abstract] | |||
Amount of guarantee agreement with Swiss bank | $ 100,000 | $ 100,000 | € 75,000 |
Extended notice of termination | 60 Days | ||
Amount of security interest | 300,000 | ||
Amount of SGC service fees | $ 270,000 | $ 332,000 |
SHARE-BASED COMPENSATION (Details Textuals 5)
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9 Months Ended | 4 Months Ended | 9 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
2011 Long Term Incentive Plan
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Executive Officers and Employees
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Executive Officers and Employees
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Consultant
Common Stock
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Feb. 29, 2012
2011 Long Term Incentive Plan
Consultant
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee directors
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee directors
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee executive officer
Common Stock
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock authorized for grants | 850,000 | |||||||||
Common stock approved | 420,000 | 685,000 | 965,000 | 730,000 | 160,000 | 70,000 | 5,000 | |||
Stock Option forfeited | 365,500 | |||||||||
Common stock available for grants of equity awards | 250,500 | |||||||||
Expiry period after date of grant for options | 3 years | 10 years | ||||||||
Vesting period from date of grant for options | 1 year | |||||||||
Percentage of vesting on third anniversary of the grant date | 50.00% | |||||||||
Percentage of vesting on fourth anniversary of the grant date | 25.00% | |||||||||
Percentage of vesting on fifth anniversary of the grant date | 25.00% | |||||||||
Vesting period in case of initial grants | 5 years |
SHARE-BASED COMPENSATION (Details Textuals)
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9 Months Ended | 4 Months Ended | 9 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
2011 Long Term Incentive Plan
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Executive officers and employees
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Executive officers and employees
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Consultant
Common Stock
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Feb. 29, 2012
2011 Long Term Incentive Plan
Consultant
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee directors
Common Stock
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee directors
Stock Options
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Jun. 30, 2012
2011 Long Term Incentive Plan
Non-employee executive officer
Common Stock
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock authorized for grants | 850,000 | |||||||||
Common stock approved | 420,000 | 685,000 | 965,000 | 730,000 | 160,000 | 70,000 | 5,000 | |||
Forfeited and reverted, shares | 365,500 | |||||||||
Common stock available for grants of equity awards | 250,500 | |||||||||
Expiry period after date of grant for options | 3 years | 10 years | ||||||||
Vesting period from date of grant for options | 1 year | |||||||||
Percentage of vesting on third anniversary of the grant date | 50.00% | |||||||||
Percentage of vesting on fourth anniversary of the grant date | 25.00% | |||||||||
Percentage of vesting on fifth anniversary of the grant date | 25.00% | |||||||||
Vesting period in case of initial grants | 5 years |
COMMITMENTS AND CONTINGENCIES (Details Textuals) (USD $)
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9 Months Ended | |
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Jun. 30, 2012
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Mar. 01, 2012
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Robert Garrett Jr
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Compensation Arrangement With Individual Excluding Share Based Payments and Postretirement Benefits [Line Items] | ||
Annual salary | $ 250,000 | |
Signing bonus | 9,167 | |
Threshold limit of bonus | 50,000 | |
Employment agreement term | Employment agreement provides for successive one-year renewal terms, unless either party provides written notice of its intention not to renew the agreement not later than 90 days prior to the end of the term (or renewal period) | |
Severance payment term | 12 months | |
Robert Garrett Jr | Stock Options | 2011 Long Term Incentive Plan
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Compensation Arrangement With Individual Excluding Share Based Payments and Postretirement Benefits [Line Items] | ||
Common stock authorized for grants | 200,000 | |
Brett Johnson
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Compensation Arrangement With Individual Excluding Share Based Payments and Postretirement Benefits [Line Items] | ||
Annual salary | 250,000 | |
Threshold limit of bonus | 50,000 | |
Employment agreement term | Employment agreement provided for successive one-year renewal terms, unless either party provides written notice of its intention not to renew the agreement not later than 90 days prior to the end of the term (or renewal period) | |
Severance payment term | 12 months | |
James O. McKenna
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Compensation Arrangement With Individual Excluding Share Based Payments and Postretirement Benefits [Line Items] | ||
Annual salary | 225,000 | |
Housing Allowance per month | $ 7,500 |
NOTE RECEIVABLE
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9 Months Ended |
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Jun. 30, 2012
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Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 4 NOTE RECEIVABLE On January 5, 2011, the Company entered into a loan agreement with Flash Ventures, Inc. (“Flash”), an unrelated party, to provide a credit facility of up to $1,000,000 that was originally due December 1, 2011. Pursuant to the agreement Flash, executed an unsecured, unsubordinated term note in favor of the Company, bearing interest at 11% per annum on any unpaid principal, payable quarterly commencing March 31, 2011. On January 6, 2011 and January 19, 2011, Flash drew $600,000 and $400,000, respectively, in funds under the note, leaving no further funding available. Effective December 1, 2011, the terms of the loan were amended to, among other things, extend the maturity date to April 1, 2012 and provide the Company with a security interest and lien on all of Flash’s assets. In connection with such amendment, Flash made a principal payment of $250,000 on December 1, 2011. Effective March 30, 2012, the terms of the loan were further amended to, among other things, extend the maturity date to June 1, 2012. In connection with such second amendment, Flash made a principal payment of $150,000 on March 30, 2012. On May 14, 2012, Flash paid the remaining principal balance of $600,000 and satisfied the loan in full. The Company recorded approximately $449,000 in sales to Flash under its customary terms of sale during the nine-month period ended June 30, 2011. |