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): May 16, 2016
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))
Item 2.02. Results of Operations and Financial Condition
On May 16, 2016, Forward Industries, Inc. (the “Company”) issued a press release announcing the results of operations for the Company for the three and six months ended March 31, 2016. 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 May 16, 2016
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: May 16, 2016 |
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 2016 SECOND QUARTER RESULTS
West Palm Beach, FL May 16, 2016 Forward Industries, Inc. (NASDAQ:FORD), a designer and distributor of custom carry and protective solutions, today announced financial results for its second fiscal quarter ended March 31, 2016.
Second Quarter 2016 Financial Highlights
Income from Operations was $144 thousand up from a loss of $688 thousand from the second quarter of 2015.
Revenues were $7 million vs $7.2 million when compared to the second quarter of 2015.
Gross profit percentage declined to 17.1% in the second quarter of 2016 compared to 18.7% in the second quarter of 2015.
Net income was $144 thousand up from a loss of $688 thousand in the second quarter of 2015.
Earnings per share were $.02 per share compared to a loss of $.08 per share for the second quarter of 2015.
Cash and cash equivalents totaled $3.3 million at March 31, 2016.
Terry Wise, Chief Executive Officer of Forward Industries, stated, This is the fourth consecutive quarter the company has had positive income from continuing operations and Net Income. Despite a marginal drop in our revenues for the 2016 quarter vs 2015, we will continue to focus our efforts on growing our existing business with our top tier Medical customers and continue to look for new business in diversified industries. Going forward, having streamlined our business as a platform for growth, our focus is now to grow revenues through an expansion of our existing customer base, broadening of our product offerings to both new and existing customers and to extend our relationships with our existing customers through long term sourcing agreements.
The tables below are derived from the Companys 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-K for complete financial statements and further information regarding the Companys results of operations and financial condition relating to the fiscal years ended September 30, 2015 and 2014. 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 for results in 2016, growth in revenue and profitability that reflect Forwards current expectations and projections about its future results, performance, prospects and opportunities. Forward has tried to identify these forward-looking statements by using words such as may, should, expect, hope, anticipate, believe, intend, plan, estimate and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities in the 2016 quarter and beyond 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 and unanticipated issues with our affiliated sourcing agent. 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 Companys filings with the SEC, including the Companys Form 10-K for the year ended September 30, 2015 for information regarding risk factors that could affect the Companys 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. Forwards 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 (LOSS)
(UNAUDITED)
Three Months Ended March 31, |
Six Months Ended March 31, |
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2016 |
2015 |
2016 |
2015 |
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Net revenues |
$ |
7,025,453 |
$ |
7,247,339 |
$ |
14,163,336 |
$ |
15,191,199 | ||||
Cost of goods sold | 5,824,917 | 5,895,518 | 11,440,435 | 12,276,957 | ||||||||
Gross profit | 1,200,536 | 1,351,821 | 2,722,901 | 2,914,242 | ||||||||
Operating expenses: | ||||||||||||
Sales and marketing | 432,146 | 695,628 | 865,034 | 1,378,085 | ||||||||
General and administrative | 623,180 | 1,337,258 | 1,464,846 | 3,807,683 | ||||||||
Total operating expenses |
1,055,326 | 2,032,886 | 2,329,880 | 5,185,768 | ||||||||
Income (loss) from operations | 145,210 | (681,065) | 393,021 | (2,271,526) | ||||||||
Other (income) expense: | ||||||||||||
Interest income | - | (6) | - | (3,021) | ||||||||
Loss on marketable securities, net | - |
- |
- | 110,001 | ||||||||
Other (income) expense, net | 907 | 6,637 | 4,638 | 9,945 | ||||||||
Total other (income) expense, net | 907 | 6,631 | 4,638 | 116,925 | ||||||||
Income (loss) from continuing operations | 144,303 | (687,696) | 388,383 | (2,388,451) | ||||||||
Income from discontinued operations, net | - |
- |
- | 198,963 | ||||||||
Net income (loss) | 144,303 | (687,696) | 388,383 | (2,189,488) | ||||||||
Preferred stock dividends and accretion | - | (1,886) | - | (475,580) | ||||||||
Net income (loss) applicable to common equity |
$ |
144,303 |
$ |
(689,582) |
$ |
388,383 |
$ |
(2,665,068) | ||||
Net income (loss) |
$ |
144,303 |
$ |
(687,696) |
$ |
388,383 |
$ |
(2,189,488) | ||||
Other comprehensive loss: | ||||||||||||
Translation adjustments | (480) | (839) | (916) | (1,706) | ||||||||
Comprehensive income (loss) | $ | 143,823 | $ | (688,535) | $ | 387,467 | $ | (2,191,194) | ||||
Net income (loss) per basic common share: | ||||||||||||
Income (loss) from continuing operations | $ | 0.02 | $ | (0.08) | $ | 0.05 | $ | (0.34) | ||||
Income from discontinued operations | 0.00 | 0.00 | 0.00 | 0.03 | ||||||||
Net income (loss) per basic common share | $ | 0.02 | $ | (0.08) | $ | 0.05 | $ | (0.31) | ||||
Net income (loss) per diluted common share: | ||||||||||||
Income (loss) from continuing operations | $ | 0.02 | $ | (0.08) | $ | 0.04 | $ | (0.34) | ||||
Income from discontinued operations | 0.00 | 0.00 | 0.00 | 0.03 | ||||||||
Net income (loss) per diluted common share | $ | 0.02 | $ | (0.08) | $ | 0.04 | $ | (0.31) | ||||
Weighted average number of common and | ||||||||||||
common equivalent shares outstanding: | ||||||||||||
Basic | 8,503,436 | 8,486,402 | 8,445,152 | 8,463,183 | ||||||||
Diluted | 8,660,114 | 8,486,402 | 8,645,395 | 8,463,183 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
FORWARD INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEETS |
March 31, | September 30, | ||||
2016 |
2015 |
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(Unaudited) | |||||
Assets | |||||
Current assets: | |||||
Cash and cash equivalents |
$ |
3,268,686 |
$ |
4,042,124 | |
Accounts receivable | 5,985,739 | 5,454,129 | |||
Inventories | 2,686,681 | 2,866,464 | |||
Prepaid expenses and other current assets | 322,503 | 296,012 | |||
Total current assets | 12,263,609 | 12,658,729 | |||
Property and equipment, net | 96,766 | 78,733 | |||
Other assets | 12,843 | 40,962 | |||
Total assets |
$ |
12,373,218 |
$ |
12,778,424 | |
Liabilities and shareholders' equity | |||||
Current liabilities: | |||||
Accounts payable |
$ |
152,211 |
$ |
122,803 | |
Due to Forward China | 3,612,861 | 4,168,021 | |||
Accrued expenses and other current liabilities | 696,721 | 1,039,085 | |||
Total current liabilities | 4,461,793 | 5,329,909 | |||
Other liabilities | 58,100 | 115,202 | |||
Total liabilities | 4,519,893 | 5,445,111 | |||
Commitments and contingencies | |||||
Shareholders' equity: | |||||
Common stock, par value $0.01 per share; 40,000,000 shares authorized; | |||||
8,782,496 and 8,641,755 shares issued and outstanding | |||||
at March 31, 2016 and September 30, 2015, respectively | 87,825 | 86,418 | |||
Additional paid-in capital | 17,681,185 | 17,550,047 | |||
Accumulated deficit | (9,892,984) | (10,281,367) | |||
Accumulated other comprehensive loss | (22,701) | (21,785) | |||
Total shareholders' equity | 7,853,325 | 7,333,313 | |||
Total liabilities and shareholders' equity |
$ |
12,373,218 |
$ |
12,778,424 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.