Forward Industries, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2020. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment, our management used the criteria set forth by the Committee of Sponsor Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework as issued in 2013. Based on that evaluation, our management concluded that our internal control over financial reporting as of September 30, 2020 was effective based on that criteria. Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Changes in Internal Control There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of Fiscal 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 30 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 30, 2020. Our Board has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (https://forwardindustries.com/investors/governance/) under "Corporate Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct and by posting such information on the website address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 30, 2020. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 30, 2020. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 30, 2020. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 30, 2020. 31 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of the report. (1) Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the consolidated financial statements or notes included in this report. (3) Exhibits. See the Exhibit Index. 32 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: December 17, 2020 FORWARD INDUSTRIES, INC. By: /s/ Terence Wise Terence Wise Chief Executive Officer (Principal Executive Officer) In accordance with the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: December 17, 2020 /s/ Terence Wise Terence Wise Principal Executive Officer and Director December 17, 2020 /s/ Anthony Camarda Anthony Camarda Principal Financial Officer and Chief Accounting Officer December 17, 2020 /s/ Howard Morgan Howard Morgan Director December 17, 2020 /s/ Sangita Shah Sangita Shah Director December 17, 2020 /s/ James Ziglar James Ziglar Director 33 EXHIBIT INDEX Incorporated by Reference Exhibit No. Exhibit Description Form Date Number Filed or Furnished Herewith 2.1 Stock Purchase Agreement dated January 18, 2018 - Intelligent Product Solutions, Inc.+ 8-K 1/18/18 2.1 2.2 Asset Purchase Agreement by and among Forward Industries, Inc., Kablooe, Inc., Kablooe Design, Inc. and Tom KraMer dated August 17, 2020+ 8-K 8/17/20 2.1 3.1 Restated Certificate of Incorporation 10-K 12/8/10 3(i) 3.2 Certificate of Amendment of the Certificate of Incorporation, April 26, 2013 8-K 4/26/13 3.1 3.3 Certificate of Amendment of the Certificate of Incorporation, June 28, 2013 8-K 7/3/13 3.1 3.4 Third Amended and Restated Bylaws, as of May 28, 2014 10-K 12/10/14 3(ii) 4.1 Description of securities registered under Section 12 of the Exchange Act of 1934 10-K 12/27/19 4.1 4.2 Promissory Note dated January 18, 2018 – Forward Industries (Asia-Pacific) (as amended and restated) Filed 10.1 2011 Long Term Incentive Plan, as amended 10-Q 2/14/19 4.3 10.2 Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation 10-K 12/16/15 10.7 10.2(a) Amendment No. 1 to Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation 10-Q 8/14/17 10.2 10.2(b) Amendment No. 2 to Buying Agency and Supply Agreement - Forward Industries (Asia-Pacific) Corporation 8-K 9/22/17 10.1 10.2(c) Amendment No. 3 to Buying Agency and Supply Agreement – Forward Industries (Asia-Pacific) Corporation 10-Q 5/15/19 10.1(c) 10.2(d) Amendment No. 4 to Buying Agency and Supply Agreement – Forward Industries (Asia-Pacific) Corporation 10-K 12/27/19 10.3(d) 10.2(e) Amendment No. 5 to Buying Agency and Supply Agreement – Forward Industries (Asia-Pacific) Corporation Filed 10.3 Form of Employment Agreement dated January 18, 2018 +* 8-K 1/18/18 10.1 10.4 Employment Agreement dated May 16, 2018 - Terence Wise * 10-Q 5/18/18 10.5 10.5 Employment Agreement between Forward Industries, Inc. and Anthony Camarda, dated June 26, 2020* 8-K 7/2/20 10.1 10.6 Paycheck Protection Program Term Note payable to TD Bank, N.A. dated April 18, 2020 8-K 4/22/20 10.1 21.1 List of Subsidiaries Filed 23.1 Consent of Independent Registered Public Accounting Firm Filed 31.1 CEO Certifications (302) Filed 31.2 CFO Certification (302) Filed 32.1 CEO and CFO Certifications (906) Furnished 101 .INS XBRL Instance Document Filed 101 .SCH XBRL Taxonomy Extension Schema Document Filed 101 .CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed 101 .DEF XBRL Taxonomy Extension Definition Linkbase Document Filed 101 .LAB XBRL Taxonomy Extension Label Linkbase Document Filed 101 .PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed * Management compensatory agreement or arrangement. + Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. Copies of this filing (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.; 700 Veterans Memorial Hwy, Suite 100, Hauppauge, NY 11788; Attention: Corporate Secretary. 34 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of September 30, 2020 and 201 9 F-3 Consolidated Statements of Operations for the Years Ended September 30, 2020 and 201 9 F-4 Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2020 and 201 9 F-5 Consolidated Statements of Cash Flows for the Years Ended September 30, 2020 and 201 9 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Forward Industries, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Forward Industries, Inc. and Subsidiaries (the “Company”) as of September 30, 2020 and 2019, and the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Notes 2 and 13 to the consolidated financial statements, the Company has changed its method for accounting for leases as of October 1, 2019 due to the adoption of Accounting Standards Codification Topic 842 Leases . Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of the internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ CohnReznick LLP We have served as the Company’s auditor since 2011. Jericho, New York December 17, 2020 F- 2 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2020 2019 Assets Current assets: Cash $ 2,924,627 $ 3,092,813 Accounts receivable, net 7,602,316 6,695,120 Inventories 1,275,694 1,608,827 Prepaid expenses and other current assets 419,472 441,502 Total current assets 12,222,109 11,838,262 Property and equipment, net 215,323 243,002 Intangible assets, net 1,531,415 1,248,712 Goodwill 1,758,682 2,182,427 Investment – 326,941 Operating lease right of use assets, net 3,512,042 – Other assets 116,697 255,008 Total assets $ 19,356,268 $ 16,094,352 Liabilities and shareholders' equity Current liabilities: Line of credit $ 1,000,000 $ 1,300,000 Note payable to Forward China 1,600,000 1,600,000 Accounts payable 197,022 315,444 Due to Forward China 3,622,401 3,236,693 Deferred income 485,078 219,831 Current portion of notes payable 983,395 54,799 Current portion of capital leases payable 18,411 39,941 Current portion of deferred consideration 45,000 834,000 Current portion of operating lease liability 259,658 – Accrued expenses and other current liabilities 615,401 694,972 Total current liabilities 8,826,366 8,295,680 Other liabilities: Notes payable, less current portion 529,973 – Operating lease liability, less current portion 3,359,088 – Capital lease liability, less current portion 12,769 26,438 Deferred rent – 60,935 Deferred consideration, less current portion 45,000 – Total other liabilities 3,946,830 87,373 Total liabilities 12,773,196 8,383,053 Commitments and contingencies Shareholders' equity: Common stock, par value $0.01 per share; 40,000,000 shares authorized; 9,883,851 and 9,533,851 shares issued and outstanding at September 30, 2020 and 2019, respectively 98,838 95,338 Additional paid-in capital 19,579,684 18,936,130 Accumulated deficit (13,095,450 ) (11,320,169 ) Total shareholders' equity 6,583,072 7,711,299 Total liabilities and shareholders' equity $ 19,356,268 $ 16,094,352 The accompanying notes are an integral part of the consolidated financial statements. F- 3 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Fiscal Years Ended September 30, 2020 2019 Revenues, net $ 34,478,358 $ 37,409,030 Cost of sales 27,839,851 30,828,148 Gross profit 6,638,507 6,580,882 Sales and marketing 1,950,704 1,965,230 General and administrative 5,655,186 7,713,035 Goodwill impairment 1,015,000 – Loss from operations (1,982,383 ) (3,097,383 ) Fair value adjustment of earn-out consideration (350,000 ) 260,000 Fair value adjustment of deferred cash consideration 16,000 36,000 Interest income (60,932 ) – Interest expense 174,962 201,004 Other expense, net 3,701 13,805 Loss before income taxes (1,766,114 ) (3,608,192 ) Provision for (benefit from) income taxes 9,167 (4,162 ) Net loss $ (1,775,281 ) $ (3,604,030 ) Net loss per share: Basic $ (0.19 ) $ (0.38 ) Diluted $ (0.19 ) $ (0.38 ) Weighted average common shares outstanding: Basic 9,583,441 9,532,034 Diluted 9,583,441 9,532,034 The accompanying notes are an integral part of the consolidated financial statements. F- 4 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Fiscal Year Ended September 30, 2020 Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Total Balance at September 30, 2019 9,533,851 $ 95,338 $ 18,936,130 $ (11,320,169 ) $ 7,711,299 Share-based compensation – – 245,154 – 245,154 Shares issued for Kablooe acquisition 300,000 3,000 366,900 – 369,900 Stock options exercised 50,000 500 31,500 – 32,000 Net loss – – – (1,775,281 ) (1,775,281 ) Balance at September 30, 2020 9,883,851 $ 98,838 $ 19,579,684 $ (13,095,450 ) $ 6,583,072 For the Fiscal Year Ended September 30, 2019 Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Total Balance at September 30, 2018 9,533,851 $ 95,338 $ 18,720,396 $ (7,716,139 ) $ 11,099,595 Share-based compensation – – 215,734 – 215,734 Net loss – – – (3,604,030 ) (3,604,030 ) Balance at September 30, 2019 9,533,851 $ 95,338 $ 18,936,130 $ (11,320,169 ) $ 7,711,299 The accompanying notes are an integral part of the consolidated financial statements. F- 5 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Fiscal Years Ended September 30, 2020 2019 Operating Activities: Net loss $ (1,775,281 ) $ (3,604,030 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 245,154 215,734 Depreciation and amortization 271,973 311,581 Bad debt (recovery)/expense (78,278 ) 2,065,592 Deferred rent – 16,013 Change in fair value of earn-out consideration (350,000 ) 260,000 Change in fair value of deferred cash consideration 16,000 36,000 Goodwill impairment 1,015,000 – Fair value of cost method investment for services provided – (326,941 ) Impairment of investment 326,941 – Changes in operating assets and liabilities: Accounts receivable (733,228 ) 263,806 Inventories 333,133 (39,913 ) Prepaid expenses and other current assets 30,542 (193,068 ) Other assets 138,311 (191,458 ) Accounts payable and due to Forward China 245,679 (975,265 ) Deferred income 219,713 94,818 Operating lease liabilities 25,945 – Accrued expenses and other current liabilities (194,550 ) 97,402 Net cash used in operating activities (262,946 ) (1,969,729 ) Investing Activities: Purchases of property and equipment (68,456 ) (33,138 ) Cash used in acquisition of Kablooe, Inc. (352,628 ) – Cash acquired in acquisition of Kablooe, Inc. 31,024 – Net cash used in investing activities (390,060 ) (33,138 ) Financing Activities: Proceeds from line of credit borrowings 900,000 1,550,000 Repayment of line of credit borrowings (1,200,000 ) (600,000 ) Repayment of notes payable (68,551 ) (169,648 ) Proceeds from PPP loan 1,356,570 – Cash proceeds from stock options exercised 32,000 – Repayments of capital leases (35,199 ) (54,538 ) Payment of deferred cash consideration (500,000 ) – Net cash provided by financing activities 484,820 725,814 Net decrease in cash (168,186 ) (1,277,053 ) Cash at beginning of year 3,092,813 4,369,866 Cash at end of year $ 2,924,627 $ 3,092,813 Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ 178,114 $ 201,004 Cash paid for taxes $ 4,854 $ – Supplemental Disclosures of Non-Cash Information: Lease assets recorded in accordance with ASC 842 $ 3,825,632 $ – Lease liabilities recorded in accordance with ASC 842 $ 3,906,391 $ – Common stock issued in Kablooe acquisition $ 369,900 $ – Fair value of Kablooe contingent earnout consideration $ 90,000 $ – The accompanying notes are an integral part of the consolidated financial statements. F- 6 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 OVERVIEW Business Forward Industries, Inc. is a fully integrated design, development and manufacturing solution provider for top tier medical and technology customers worldwide. Through its acquisitions of IPS and Kablooe, 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 design and distribution of carry and protective solutions, primarily for handheld electronic 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 has been original equipment manufacturers, or “OEMs” (or the contract manufacturing firms of these OEM customers), that either package our 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 geographic area encompassing North America, Central America and South America, which we refer to as 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 Industries Asia-Pacific Corporation, a British Virgin Islands corporation (“Forward China”), See Note 14. As a result of the expansion of the design development capabilities through its wholly-owned subsidiaries, IPS and Kablooe, the Company is now able to introduce proprietary products to the market from concepts brought to it from a number of different sources, both inside and outside the Company. Within this report, certain dollar amounts and percentages have been rounded to their approximate values. Impact of COVID-19 The outbreak of the COVID-19 virus in China and its subsequent spread throughout the world has impacted our Fiscal 2020 results of operations. In efforts to contain the virus, authorities have implemented travel restrictions, quarantines, business limitations and shutdowns. Since the majority of our workforce is based in New York, these restrictions have required substantially all our employees to work from home for much of Fiscal 2020. During the third quarter of Fiscal 2020, productivity of our direct labor employees was reduced, which caused a decline in revenue and gross profit. As some of these restrictions were relaxed in the fourth quarter of Fiscal 2020, employees started to return to the office with minimal operational challenges. Business shutdowns resulting from the pandemic disrupted our supply chain and the manufacture or shipment of our products and have delayed the rollout of our smart enabled retail products to big box retail stores, causing our distribution segment revenues in Fiscal 2020 to be less than anticipated. Additionally, our design segment reported lower revenues as demand for its design and development services were reduced or delayed. The impact from lower revenue was partially offset by a reduction in certain selling and travel related expenses resulting from government mandated stay-at-home orders and travel restrictions as well as revenues derived from sales and sourcing of personal protective equipment. The pandemic had temporarily impacted our liquidity in Fiscal 2020, as collections of accounts receivable were somewhat delayed at certain times. F- 7 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The economy started to open in certain jurisdictions where the virus was considered under control. However, there continue to be areas with increased rates of infection that could cause government officials to enact more restrictions on how businesses operate. The future impacts of the pandemic and any resulting economic impact are largely unknown and could be significant. It is possible that the pandemic, the measures taken by the governments of countries affected and the resulting economic impact may negatively impact our results of operations, cash flows and financial position in future periods as well as that of our customers, including their ability to pay for our services and choosing to allocate their budgets to new or existing projects which require our services. The long-term financial impact on our business cannot be reasonably estimated at this time. As a result, the effects of COVID-19 may not be fully reflected in our financial results until future periods. Refer to “Part I, Item 1A — Risk Factors” in this Annual Report for a description of the material risks that the Company currently faces in connection with COVID-19. As a result of revenue and earnings shortfalls in the second quarter of Fiscal 2020, due in part to COVID-19 and the related future uncertainty, the Company revised revenue and operational projections for IPS for the later part of Fiscal 2020 and future periods. These events impacted the carrying value of goodwill (see Note 4). Until there is a vaccine and treatment that is widely distributed, we expect business conditions to remain challenging. In response to these challenges, we will continue to focus on those factors that we can control: closely managing and controlling our expenses; aligning our design and development schedules with demand in a proactive manner as there are changes in market conditions to minimize our cash operating costs; and pursuing further improvements in the productivity and effectiveness of our development, selling and administrative activities. NOTE 2 ACCOUNTING POLICIES Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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. The worldwide spread of COVID-19 has resulted in a global slowdown of economic activity which is likely to decrease demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and general business operations for an unknown period of time until the disease is contained. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain, and as of the date of issuance of these consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements include the accounts of Forward Industries, Inc. and its wholly-owned subsidiaries (Forward US, Forward Switzerland, Forward UK, IPS and Kablooe). All significant intercompany transactions and balances have been eliminated in consolidation. Intercompany sales of $49,000 and $221,000 from IPS to Forward US have been eliminated in consolidation for Fiscal 2020 and Fiscal 2019, respectively. The Company incurred a net loss of $1,775,000 for Fiscal 2020 and generated negative cash flow from operations of $263,000. We believe our existing cash balance and working capital will be sufficient to meet our liquidity needs at least through December 2021. F- 8 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segment Reporting The Company has two reportable segments: distribution and design. The distribution segment consists of two reporting units (Forward US and Forward Switzerland, that collectively comprise one operating segment) that source and distribute carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic devices. The design segment consists of two operating segments (IPS and Kablooe, which have been aggregated into one reportable segment) that provide a full spectrum of hardware and software product design and engineering services. Organizing our business through these operating segments allows us to align our resources and manage our operations. Our chief operating decision maker regularly reviews operating segment revenue and profitability 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 or loss. Segment operating income or loss includes revenues earned and expenses incurred directly by the operating segment, including cost of sales and selling, marketing, and general and administrative expenses (see Note 16 for more discussion on operating segments). Goodwill The Company reviews goodwill for impairment at least annually, or more often if triggering events occur. The Company has two reporting units with goodwill (IPS and Kablooe) and we perform our annual goodwill impairment test on September 30, the end of the fiscal year, or upon the occurrence of a triggering event. 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 does 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. During Fiscal 2020, the Company recorded an impairment charge of $1,015,000 related to goodwill (See Note 4). Intangible Assets Intangible assets include trademarks and customer relationships, which were acquired as part of the acquisitions of IPS in Fiscal 2018 and Kablooe in Fiscal 2020 (see Note 3) and are recorded based on their estimated fair value determined in conjunction with the purchase price allocation. These 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 evaluated and concluded that there were no impairments of intangible assets at September 30, 2020. F- 9 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2020 and 2019. The Company maintains its cash in bank and financial institution deposits in the United States (that at times may exceed federally insured limits of $250,000 per financial institution) and Switzerland. At September 30, 2020 and 2019, there were deposits totaling $2,300,000 (which includes $770,000 in a foreign bank) and $2,800,000 (which includes $650,000 in a foreign bank), respectively, held in excess of federally insured limits. Historically, we have not experienced any losses due to such cash concentrations. 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. At September 30, 2020, the Company had allowances for doubtful accounts of $249,000 and $347,000 related to the Company’s distribution segment and design segment accounts receivable, respectively. At September 30, 2019, the Company had allowances for doubtful accounts of $159,000 and $2,033,000 relating to the Company’s distribution segment and design segment accounts receivable, respectively. The decrease in allowance for doubtful accounts for the design segment is primarily due to the conversion of the accounts receivable balance from a customer, and the associated allowance for doubtful accounts, of $1,626,000, to a note receivable (see Note 6). Inventories Inventories consist primarily of finished goods and are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Based on management’s estimates, an allowance is made to reduce excess, obsolete, or otherwise un-saleable inventories to net realizable value. The allowance is established through charges to cost of goods sold in the Company’s consolidated statements of operations. As reserved inventory is disposed of, the Company charges off the associated allowance. In determining the adequacy of the allowance, management’s estimates are based upon several factors, including analyses of inventory levels, historical loss trends, sales history and projections of future sales demand. The Company’s estimates of the allowance may change from time to time based on management’s assessments, and such changes could be material. At September 30, 2020 and 2019, there was no allowance for obsolete inventory. Property and Equipment Property and equipment consist of furniture, fixtures, equipment and leasehold improvements and are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. The estimated useful lives for furniture, fixtures and equipment ranges from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. F- 10 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Leases The Company adopted Accounting Standards Codification (“ASC”) 842, "Leases", effective October 1, 2019 using the modified retrospective transition method and elected to apply the available practical expedients to enable the preparation of financial information on adoption. The practical expedients applied under the new standard allow the Company to carry forward the historical lease classification and not reassess its prior conclusions about lease identification or initial direct costs. In accordance with this guidance, lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate commensurate with the lease term, since the Company’s lessors do not provide an implicit rate, nor is one readily available. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise such option, the Company will include the renewal option terms in determining the lease asset and lease liability. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease assets are shown as right of use assets and financing lease assets are a component of property and equipment on the consolidated balance sheets. The current and long-term portions of operating and financing lease liabilities are shown separately as such on the consolidated balance sheets. Upon adoption of ASC 842, the Company recognized right of use assets of $3,649,000 and corresponding lease liabilities of $3,729,000 pertaining to its operating leases on its consolidated balance sheets. 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. At September 30, 2020, 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. Our income tax provision or benefit is generally not significant due to the existence of significant net operating loss carryforwards. Revenue Recognition Distribution Segment The Company adopted ASC 606, “Revenue Recognition” effective October 1, 2018. In accordance with this guidance, the Company generally recognizes revenue in its distribution segment when: (i) finished goods are shipped to our distribution customers (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale, i.e., transfer of control); (ii) there are no other deliverables or performance obligations; and (iii) there are no further obligations to the customer after the title of the goods has transferred. When the Company receives consideration before achieving the criteria previously mentioned, it records a contract liability, which is classified as a component of deferred income in the accompanying consolidated balance sheets. Contract liabilities at September 30, 2020 and 2019 were $75,000 and $0 for the distribution segment. Design Segment Under ASC 606, 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 its 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. Revenues 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. F- 11 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 consolidated balance sheets. Contract assets at September 30, 2020 and 2019 were $649,000 and $611,000, 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 consolidated balance sheets. Contract liabilities at September 30, 2020 and 2019 were $410,000 and $220,000, respectively. Shipping and Handling Fees The Company includes shipping and handling fees billed to customers in net revenues and the related transportation costs in cost of goods sold. Foreign Currency Transactions Foreign currency transactions may generate receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. Fluctuations in exchange rates between such foreign currency and the functional currency increase or decrease the expected amount of functional currency cash flows upon settlement of the transaction. These increases or decreases in expected functional currency cash flows are foreign currency transaction gains or losses that are included in other expense in the accompanying consolidated statements of operations. The approximate net losses from foreign currency transactions were $3,000 and $14,000 for the fiscal years ended September 30, 2020 and 2019, respectively. Such foreign currency transaction losses were primarily the result of Euro denominated revenues from certain customers. Fair Value Measurements We perform fair value measurements in accordance with the guidance provided by ASC 820, “Fair Value Measurement.” 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. F- 12 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Share-Based Compensation Expense The Company estimates the fair value of employee and non-employee director share-based compensation on the date of grant using the Black-Scholes option 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. The fair value of employee and non-employee director share-based compensation is recognized in the consolidated statements of operations over the related service or vesting period of each grant. 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, multiple awards (see Note 9). Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed 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, the Company makes significant estimates and assumptions, especially with respect to intangible assets. 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. Reclassifications Certain amounts in the accompanying Fiscal 2019 financial statements have been reclassified to conform to the Fiscal 2020 presentation. R ecent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement – Disclosure Framework (Topic 820)” to improve 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 for any removed or modified disclosures. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In November 2019, the FASB issued ASU 2019-08, “Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)” to provide guidance for share-based payment awards granted to a customer in conjunction with selling goods or services accounted for under Topic 606. The pronouncement is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. F- 13 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that provides clarity to and amends earlier guidance on this topic and would be effective concurrently with the adoption of such earlier guidance. This pronouncement is effective for the Company for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)” addressing customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Capitalized implementation costs are required to be amortized over the term of the arrangement, beginning when the cloud computing arrangement is ready for its intended use. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general principles in Topic 740 and provides consistent application of U.S. GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its consolidated financial statements. NOTE 3 ACQUISITION On August 17, 2020, in order to further diversify its customer base and the industries in which it sells its products, the Company and Kablooe, Inc. (a newly formed wholly-owned subsidiary of the Company) entered into an Asset Purchase Agreement (the “Agreement”) with Kablooe Design, Inc. (“Kablooe Design”) and its sole shareholder. Kablooe Design is an innovative medical and consumer design and development company whose clients include leading brands in medical devices. In consideration for the acquisition of substantially all of the assets of Kablooe Design, the Company: (i) paid $353,000 in cash; (ii) issued 300,000 shares of its common stock; (iii) agreed to pay up to an aggregate $500,000 in contingent earnout payments based on Kablooe meeting certain earnings milestones (as defined in the Agreement) over a five-year period; and (iv) agreed to make two additional $50,000 retention payments to Kablooe’s Chief Executive Officer on the fourth and fifth anniversaries of the acquisition based on his continued employment with Kablooe and the achievement of the earnings milestones (as defined in the Agreement). Additionally, in conjunction with this acquisition, the Company entered into a five-year employment agreement with Kablooe’s Chief Executive Officer and agreed to pay him a salary of $250,000 per year. At the date of acquisition, the consideration transferred consisted of cash, shares of Forward’s common stock, and contingent consideration based on the earnings performance of Kablooe over a five-year period. The acquisition date fair value of consideration transferred consisted of the following: Cash at closing (1) $ 353,000 Value of Forward's common stock (2) 370,000 Fair value of contingent earnout consideration (3) 90,000 $ 813,000 (1) Cash paid by Forward at closing. (2) Forward issued 300,000 shares of its common stock valued at $1.23 per share, which represents the August 17, 2020 closing price of $1.37 per share, less an estimated 10% reduction in fair value related to restrictions that limit their marketability for a period of six months. (3) Fair value of the contingent consideration is measured using the Black-Scholes option pricing method. Contingent consideration is to be paid in cash only upon Kablooe meeting certain earnings milestones over a five-year period. F- 14 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the acquisition date: Cash $ 31,000 Accounts receivable 96,000 Customer relationships (8 yr life) 340,000 Trademark (15 yr life) 110,000 Property and equipment 9,000 Other assets 9,000 Total identifiable assets acquired 595,000 Accounts payable (22,000 ) Accrued liabilities (135,000 ) Deferred revenue (46,000 ) Debt (170,000 ) Total liabilities assumed (373,000 ) Net identifiable assets acquired 222,000 Goodwill 591,000 Net assets acquired $ 813,000 In relation to our acquisition of Kablooe, we incurred $78,000 of acquisition related costs in Fiscal 2020, including legal and valuation costs. These costs were expensed as incurred and included as a component of general and administrative expenses on the consolidated statement of operations. Kablooe’s results of operations have been included in the consolidated financial statements since the acquisition date. Our consolidated statement of operations for Fiscal 2020 includes revenue of $172,000 for Kablooe. NOTE 4 INTANGIBLE ASSETS AND GOODWILL Intangible Assets The Company’s intangible assets consist of the following: September 30, 2020 September 30, 2019 Trademark Customer Relationships Total Intangible Assets Trademark Customer Relationships Total Intangible Assets Gross carrying amount $ 585,000 $ 1,390,000 $ 1,975,000 $ 475,000 $ 1,050,000 $ 1,525,000 Less accumulated amortization (86,000 ) (358,000 ) (444,000 ) (54,000 ) (222,000 ) (276,000 ) Net carrying amount $ 499,000 $ 1,032,000 $ 1,531,000 $ 421,000 $ 828,000 $ 1,249,000 F- 15 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s intangible assets were acquired as a result of the acquisitions of Kablooe and IPS in Fiscal 2020 and Fiscal 2018, respectively, and are amortized over their expected useful lives. The useful lives are 15 years for the trademarks and 8 years for the customer relationships. The intangible assets are held under the design segment of our business. During Fiscal 2020 and Fiscal 2019, the Company recorded amortization expense related to intangible assets of $167,000 and $162,000, respectively, which is included in general and administrative expenses in the Company’s consolidated statements of operations. At September 30, 2020, estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter is as follows: Years Ending September 30, Amount 2021 $ 213,000 2022 213,000 2023 213,000 2024 213,000 2025 213,000 Thereafter 466,000 Total $ 1,531,000 Goodwill The Company’s goodwill resulted from the acquisitions of Kablooe and IPS in Fiscal 2020 and Fiscal 2018, respectively. All of the Company’s goodwill is held under the design segment of our business. Goodwill is not deductible for tax purposes. During Fiscal 2020, the Company experienced triggering events that prompted the testing of its goodwill for impairment. Those triggering events included the reduction in fair value of the IPS contingent earn-out consideration discussed in Note 6 and revised revenue and operational projections for IPS for the later part of Fiscal 2020 and future periods. Based on these factors, we concluded that it was more likely than not that the fair value of the IPS reporting unit had declined below its carrying amount. The Company then calculated the fair value of this reporting unit using Level 3 inputs, which is a combination of asset-based, income and market approaches. These estimates and assumptions included discount rate, terminal growth rate, selection of peer group companies and control premium applied as well as forecasts of revenue growth rates, gross margins, operating margins, and working capital requirements. Any changes in the judgments, estimates, or assumptions used could produce significantly different results. We concluded the IPS reporting unit’s fair value was below its carrying value by $1,015,000 and an impairment charge was recognized for this amount in Fiscal 2020. The Company performed the annual goodwill impairment test for Fiscal 2019 and determined there was no impairment. Below is the rollforward of goodwill for the design segment, the only reportable segment with goodwill: Design Segment Consolidated Balance at September 30, 2019 $ 2,183,000 $ 2,183,000 Acquisition of Kablooe 591,000 591,000 IPS goodwill impairment (1,015,000 ) (1,015,000 ) Balance September 30, 2020 $ 1,759,000 $ 1,759,000 F- 16 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation and amortization are summarized by reportable segment in the table below: September 30, 2020 2019 Consolidated Distribution Design Consolidated Distribution Design Computer software and hardware $ 488,000 $ 146,000 $ 342,000 $ 312,000 $ 278,000 $ 34,000 Furniture and fixtures 147,000 28,000 119,000 199,000 79,000 120,000 Equipment 61,000 – 61,000 308,000 4,000 304,000 Leasehold improvements 2,000 – 2,000 42,000 42,000 – Property and equipment, cost 698,000 174,000 524,000 861,000 403,000 458,000 Less: accumulated depreciation and amortization (483,000 ) (151,000 ) (332,000 ) (618,000 ) (385,000 ) (233,000 ) Property and equipment, net $ 215,000 $ 23,000 $ 192,000 $ 243,000 $ 18,000 $ 225,000 Depreciation expense was $105,000 and $149,000 for Fiscal 2020 and Fiscal 2019, respectively. NOTE 6 FAIR VALUE MEASUREMENTS The deferred consideration of $90,000 at September 30, 2020 represents the fair value of the contingent earnout consideration related to the acquisition of Kablooe. The current and non-current portions of this liability of $45,000 each are shown in the corresponding categories on the consolidated balance sheet at September 30, 2020. The deferred consideration of $834,000 on our consolidated balance sheet at September 30, 2019 was the $484,000 present value of the deferred cash consideration related to the acquisition of IPS and the $350,000 estimated fair value of the contingent earnout consideration related to the acquisition of IPS. The IPS earnout consideration was adjusted down to $0 in Fiscal 2020 due to the low likelihood of IPS reaching the earnings targets outlined in the Stock Purchase Agreement. The following table presents the placement in the fair value hierarchy and summarizes the change in fair value of the earn-out consideration for Fiscal 2020 and Fiscal 2019: Fair value measurement at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance (Level 1) (Level 2) (Level 3) September 30, 2018 $ 538,000 $ – $ – $ 538,000 Increase in fair value of IPS deferred cash consideration 36,000 – – 36,000 Increase in fair value of IPS earn-out consideration 260,000 – – 260,000 September 30, 2019 834,000 – – 834,000 Increase in fair value of IPS deferred cash consideration 16,000 – – 16,000 Decrease in the fair value of IPS earnout consideration (350,000 ) – – (350,000 ) Payout of IPS deferred cash consideration (500,000 ) – – (500,000 ) Fair value of Kablooe contingent earnout consideration 90,000 – – 90,000 September 30, 2020 $ 90,000 $ – $ – $ 90,000 F- 17 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The fair value of the Kablooe contingent earn-out consideration will be measured on a recurring basis at each reporting date. The following inputs and assumptions were used in the Black-Scholes valuation model to estimate the fair value of the Kablooe earn-out consideration at September 30, 2020: Volatility 40% Risk free interest rate 1% Expected term, in years 0.5 - 4.5 Dividend yield 0% During Fiscal 2019, the Company and a customer entered into an agreement, whereby the Company received common stock in the customer as compensation for product design services provided by the Company. The shares represent less than a 2% ownership interest in the customer. Pursuant to ASC 820, management estimated the initial fair value of the investment to be $327,000, based on a private placement round of common stock issued to third party private investors of the customer at a time close to the valuation date. Based on this valuation, the Company recognized revenue and a cost method investment for that amount in Fiscal 2019. Management determined that the inputs used to value the investment are observable, either directly or indirectly, and therefore classified as a Level 2 valuation. Pursuant to ASC 820, the transaction price of the cash financing round establishes the fair value of the common stock issued as consideration unless one of the following conditions exists: a. The transaction is between related parties, b. The transaction takes place under duress or the seller is forced to accept the price in the transaction, c. The unit of account represented by the transaction price is different from the unit of account for the asset or liability measured at fair value, or d. The market in which the transaction takes place is different from the principal market (or most advantageous market). On January 21, 2020, the Company executed a non-negotiable promissory note with a principal amount of $1,626,000 with the same design segment customer in which we are invested to recover accounts receivable which had been reserved as bad debt in Fiscal 2019. Beginning on April 1, 2020, monthly interest and principal payments, based on a one-year amortization schedule, were due and payable in arrears on the first day of the month until March 1, 2021. Interest accrues at a rate of 8% per annum. Since no payments were received through June 30, 2020, the note receivable is fully reserved on the Company’s consolidated balance sheets. In the fourth quarter of Fiscal 2020, the Company received $134,000 from this customer, of which $61,000 was applied to past due interest and penalties and recorded as interest income, and $73,000 was applied to principal and recorded as a recovery of bad debt expense as a reduction of general and administrative expense. During Fiscal 2020, as a result of the customer’s default on the promissory note, the impact of COVID-19, and performance of the business in which the Company is invested, including its inability to generate revenue, management concluded the investment was also impaired and it recorded an impairment charge of $327,000 to fully reserve the investment on the Company’s consolidated balance sheet at September 30, 2020. The impairment charge is included in the general and administrative expenses of the consolidated statement of operations. F- 18 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the placement in the fair value hierarchy and summarizes the change in fair value of the cost method investment during Fiscal 2020 and Fiscal 2019: Fair value measurement at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance (Level 1) (Level 2) (Level 3) September 30, 2019 $ 327,000 $ – $ 327,000 $ – Impairment of cost method investment (327,000 ) – (327,000 ) – September 30, 2020 $ – $ – $ – $ – NOTE 7 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities by operating segment at September 30, 2020 and 2019 are as follows: September 30, 2020 2019 Consolidated Distribution Design Consolidated Distribution Design Paid time off $ 296,000 $ 36,000 $ 260,000 $ 170,000 $ 40,000 $ 130,000 Other payroll related costs 178,000 58,000 120,000 187,000 33,000 154,000 Legal fees 18,000 – 18,000 154,000 154,000 – Other 123,000 14,000 109,000 184,000 31,000 153,000 Total $ 615,000 $ 108,000 $ 507,000 $ 695,000 $ 258,000 $ 437,000 NOTE 8 SHAREHOLDERS’ EQUITY Anti-Takeover Provisions Shareholder Rights Plan On April 26, 2013, the Board of Directors (the "Board") adopted a Shareholder Rights Plan, as set forth in the Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. Pursuant to the Rights Agreement, the Board declared a dividend distribution of one Right (a "Right") for each outstanding share of Company Common Stock, par value $0.01 per share (the "Common Stock") to shareholders of record at the close of business on May 6, 2013, which date will be the record date, and for each share of Common Stock issued (including shares distributed from treasury) by the Company thereafter and prior to the Distribution Date (as described below and defined in the Rights Agreement). Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, $0.01 par value per share (the "Series A Preferred Stock"), at an exercise price of $4.00 per one one-thousandth of a share of Series A Preferred Stock, subject to adjustment. F- 19 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Initially, no separate Rights certificates will be distributed and instead the Rights will attach to all certificates representing shares of outstanding Common Stock. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable on the distribution date (the "Distribution Date"), which will occur on the earlier of (i) the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person (as defined in the Rights Agreement) has acquired beneficial ownership of 20% or more of the Common Stock then outstanding; or (ii) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in a person or group of affiliated and associated persons beneficially owning 20% or more of the Common Stock then outstanding. “Blank Check” Preferred Stock The Company is authorized to issue up to 4,000,000 shares of "blank check" preferred stock. The Board has the authority and discretion, without shareholder approval, to issue preferred stock in one or more series for any consideration it deems appropriate, and to fix the relative rights and preferences thereof including their redemption, dividend and conversion rights. Of these shares, 100,000 shares have been authorized as the Series A Participating Preferred Stock. There were no shares of preferred stock outstanding at September 30, 2020 and 2019. Warrants At September 30, 2020, the Company had 151,335 warrants outstanding and exercisable. The warrants have exercise prices ranging from $1.75 to $1.84 per share and have a weighted average exercise price of $1.80 per share. At September 30, 2020, 76,335 of these warrants have a remaining life of 3.3 years and 75,000 warrants have an expiration date 90 days after a registration statement registering common stock (other than pursuant to an employee benefit plan) is declared effective by the Securities and Exchange Commission. Other Activity In Fiscal 2020, the Company issued 300,000 shares of its common stock in connection with the Kablooe acquisition (see Note 3) and issued 50,000 shares of its common stock pursuant to the exercise of stock options (see Note 9). NOTE 9 SHARE-BASED COMPENSATION 2011 Long Term Incentive Plan In March 2011, shareholders of the Company approved the 2011 Long Term Incentive Plan (the "2011 Plan"), which originally authorized 850,000 shares of common stock for grants of various types of equity awards to officers, directors, employees, consultants, and independent contractors. On February 13, 2018, the shareholders of the Company approved an amendment to the 2011 Plan to increase the aggregate number of shares of the Company's common stock authorized for issuance under the 2011 Plan by 1,000,000 shares of common stock, from 850,000 shares of common stock to 1,850,000 shares of common stock. Forfeited awards are eligible for re-grant under the 2011 Plan. The exercise prices of stock options granted may not be less than the fair market value of the common stock as quoted at the close on the Nasdaq Stock Market on the grant date. The Compensation Committee administers the 2011 Plan. Options generally expire five to ten years after the date of grant. The total shares of common stock available for grants of equity awards under the 2011 Plan was 291,000 as of September 30, 2020. F- 20 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2007 Equity Incentive Plan The 2007 Equity Incentive Plan (the "2007 Plan"), which was approved by shareholders of the Company in May 2007, and, as amended in February 2010, expired in accordance with its terms in May 2017. However, there remain 2,500 shares associated with unexercised options as of September 30, 2020. The exercise price of stock options granted may not be less than the fair market value of the common stock as quoted at the close on the Nasdaq Stock Market on the grant date. There are no unvested restricted stock awards related to the 2007 Plan. The Compensation Committee administers the 2007 Plan. Options generally expire ten years after the date of grant. 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 assumptions in the following table. The expected term represents the period over which the stock option awards are expected to be outstanding. The Company utilizes the simplified method to develop an estimate of the expected term of “plain vanilla” option grants. The expected volatility used is based on the historical price of the Company’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’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’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. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: Fiscal 2020 Fiscal 2019 Expected term (years) 2.5-3.0 2.50-2.75 Expected volatility 65%-79% 82% Risk free interest rate 0.15%-1.39% 2.53% Expected dividends 0% 0% Estimated annual forfeiture rate 0%-10% 0% In Fiscal 2020, the Company made the following option grants: · Options to non-employee directors to purchase an aggregate of 248,019 shares of its common stock at an exercise price of $1.13 per share. The options were granted in February 2020, vest one year from the date of grant, expire five years from the date of grant and had an aggregate grant date fair value of $145,000, which is being recognized ratably over the vesting period. · Options to its Chief Executive Officer to purchase 180,395 shares of its common stock at an exercise price of $1.40 per share. These options were granted in September 2020, vested immediately, expire five years from the date of grant and had an aggregate grant date fair value of $100,000, which was fully recognized on the date of grant. · Options to an employee to purchase 27,329 shares of its common stock at an exercise price of $1.42 per share. These options were granted in August 2020, vest ratably over two years, expire five years from the date of grant and had an aggregate grant date fair value of $20,000, which is being recognized ratably over the vesting period. F- 21 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In Fiscal 2019, the Company made the following option grants: · Options to non-employee directors to purchase an aggregate of 150,021 shares of its common stock at an exercise price of $1.54 per share. The options were granted in February 2019, vested one year from the grant date, expire five years from the date of grant and had an aggregate grant date fair value of $120,000, which is being amortized ratably over the vesting period. · Options to 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 were granted in February 2019, vested immediately, expire five years from the date of grant and had an aggregate grant date fair value of $108,000, which was fully recognized on the date of grant. The options granted during Fiscal 2020 and Fiscal 2019 had a weighted average grant date value of $0.58 and $0.78 per share, respectively. The Company recognized compensation expense for stock option awards of $245,000 and $212,000 during Fiscal 2020 and Fiscal 2019, respectively, in its consolidated statements of operations. During Fiscal 2020, the Company issued 50,000 shares of its common stock pursuant to the exercise of stock options at an exercise price of $0.64 per share for aggregate cash proceeds of $32,000. The intrinsic value of the options exercised was $33,000. No options were exercised in Fiscal 2019. At September 30, 2020, there was $75,000 of unrecognized compensation cost related to nonvested stock option awards that is expected to be recognized over a weighted average period of 0.6 years. The following table summarizes stock option activity during Fiscal 2020: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Options Price Life (Yrs.) Value Outstanding, September 30, 2019 813,000 $ 1.69 Granted 456,000 $ 1.25 Exercised (50,000 ) $ 0.64 Forfeited (16,000 ) $ 2.97 Expired (65,000 ) $ 2.64 Outstanding, September 30, 2020 1,138,000 $ 1.49 3.7 $ 73,000 Exercisable, September 30, 2020 844,000 $ 1.61 3.5 $ 8,600 Options outstanding at September 30, 2020 and September 30, 2019 have an exercise price between $0.64 and $3.73 per share. F- 22 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Awards The Company recognized compensation expense of $0 and $3,000 during Fiscal 2020 and Fiscal 2019, respectively, for restricted stock awards in its consolidated statements of operations. At September 30, 2020, there was no unrecognized compensation expense related to nonvested restricted stock awards. NOTE 10 INCOME TAXES The following table summarizes the Company’s consolidated provision/(benefit) for U.S. federal, state and foreign taxes on income: Fiscal 2020 Fiscal 2019 Current: Federal $ (4,000 ) $ (4,000 ) State 13,000 – Foreign – – Deferred: Federal 414,000 (713,000 ) State 82,000 (127,000 ) Foreign 283,000 (46,000 ) 788,000 (890,000 ) Change in valuation allowance (779,000 ) 886,000 Income tax provision/(benefit) $ 9,000 $ (4,000 ) F- 23 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The deferred tax provision/(benefit) is the change in the deferred tax assets and liabilities representing the tax consequences of changes in the amounts of temporary differences, net operating loss carryforwards and changes in tax rates during the fiscal year. The Company’s deferred tax assets and liabilities are comprised of the following: September 30, 2020 2019 Deferred tax assets Net operating losses $ 1,812,000 $ 2,311,000 Capital loss carryforwards – 38,000 Share-based compensation 180,000 169,000 Alternative minimum and other tax credits 5,000 9,000 Excess tax over book basis in inventory 20,000 32,000 Reserves and other allowances 155,000 535,000 Deferred rent 13,000 19,000 Accrued compensation 70,000 9,000 Accrued expenses – 151,000 Depreciation 31,000 27,000 Charitable contributions 3,000 1,000 Total deferred tax assets 2,289,000 3,301,000 Deferred tax liabilities Prepaid expenses (58,000 ) (141,000 ) Intangible assets (245,000 ) (298,000 ) 481 Election (IPS) (99,000 ) (196,000 ) Total deferred tax liabilities (402,000 ) (635,000 ) Valuation allowance (1,887,000 ) (2,666,000 ) Net deferred tax assets $ – $ – For Fiscal 2020 and Fiscal 2019, the Company recorded a provision for income taxes which includes net expense of $9,000 in Fiscal 2020, and a benefit of $4,000 in Fiscal 2019. The Fiscal 2020 net expense of $9,000 includes state income tax expenses of $13,000, partially offset by a $4,000 refund of the remaining unused balance of alternative minimum tax (“AMT”) credits. The $4,000 tax benefit recorded in Fiscal 2019 related to a partial refund of AMT tax. Under the Tax Cuts and Jobs Act of 2017, AMT was repealed. The tax code in turn provided for a refund of the tax credits that existed on December 31, 2017 at a 50% rate in tax years 2018, 2019 and 2020, with any remaining credits being fully refundable in 2021. The CARES Act now allows corporations to immediately claim unused AMT credits on their current year tax return. State income tax expense is the result of taxable income in states where net operating loss carryforwards (“NOLs”) are not available. F- 24 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At September 30, 2020, the Company had available net NOLs for U.S. federal income tax purposes of $7,020,000. NOLs generated prior to 2018 expire beginning in 2031 while NOLs generated after 2018 have an indefinite carryforward period. The NOLs result in a deferred tax asset with respect to U.S. federal income taxes of $1,700,000. In addition, at September 30, 2020, the Company had available NOLs for foreign income tax purposes of $610,000, resulting in a deferred tax asset of $114,000, expiring through 2024. The Company has capital loss carryovers of $160,000, which expired in Fiscal 2020, as no capital gain has been recognized to utilize this deferred tax asset. Total net deferred tax assets, before valuation allowance, were $1,887,000 and $2,666,000 at September 30, 2020 and 2019, respectively. Undistributed earnings of the Company's foreign subsidiaries are considered permanently reinvested; therefore, in accordance with U.S. GAAP, no provision for U.S. federal and state income taxes would result. In Fiscal 2020, Forward Switzerland and Forward U.K. had net income for tax purposes of $116,000 and $13,000, respectively. At September 30, 2020, as part of its periodic evaluation of the necessity to maintain a valuation allowance against its deferred tax assets, and after consideration of all factors, including, among others, projections of future taxable income, current year NOL utilization and the extent of the Company's cumulative losses in recent years, the Company determined that, on a more likely than not basis, it would not be able to use remaining deferred tax assets, except with respect to the U.S. federal income taxes in the event the Company elects to effect repatriation of certain foreign source income of Forward Switzerland, which income is currently considered to be permanently reinvested and for which no U.S. tax liability has been accrued. Accordingly, the Company has determined to maintain a full valuation allowance against its net deferred tax assets. At September 30, 2020 and 2019, the valuation allowance was $1,887,000 and $2,666,000, respectively. In the future, the utilization of the Company's NOLs may be subject to certain change of control limitations. If the Company determines that it will be able to use some or all of its deferred tax assets in a future reporting period, the adjustment to reduce or eliminate the valuation allowance would reduce its income tax expense and increase after-tax income. The significant elements contributing to the difference between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows: Fiscal 2020 Fiscal 2019 U.S. federal statutory rate 21.0% 21.0% State tax rate, net of federal benefit (1.9% ) 2.8% Foreign rate differential (14.9% ) 1.4% Other (10.6% ) 1.9% Change in tax credits (0.2% ) (0.1% ) Effect of state tax rate change 1.5% – Capital loss - expiration (2.1% ) – Change in valuation allowance 41.1% (26.6% ) State income taxes (0.7% ) – Federal AMT 0.2% 0.1% Permanent differences (33.9% ) (0.4% ) Effective tax rate (0.5% ) 0.1% F- 25 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In November 2020, the IRS issued Revenue Ruling 2020-27, providing its position regarding the deductibility for federal income tax purposes of otherwise deductible expenses incurred when a taxpayer receives a PPP loan. This ruling states the taxpayer may not deduct those expenses in the taxable year in which the expenses were paid or incurred if the taxpayer reasonably expects to receive forgiveness of the covered loan. In accordance with this ruling, the Company has excluded these qualifying expenses from taxable income and recorded this difference as a permanent item. At September 30, 2020 and 2019, the Company has not accrued any interest or penalties related to uncertain tax positions. It is the Company's policy to recognize interest and/or penalties, if any, related to income tax matters in income tax expense in the consolidated statements of operations. For the periods presented in the accompanying consolidated statements of operations, no material income tax related interest or penalties were assessed or recorded. All fiscal years prior to the fiscal year ended September 30, 2017 are closed to federal and state examination. NOTE 11 LOSS PER SHARE Basic loss per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted loss per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. The following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive: Fiscal 2020 Fiscal 2019 Options 1,138,000 813,000 Warrants 151,000 151,000 Total potentially dilutive shares 1,289,000 964,000 NOTE 12 COMMITMENTS AND CONTINGENCIES Guarantee Obligation In February 2010, Forward Switzerland and its European logistics provider (freight forwarding and customs agent) entered into a Representation Agreement (the “Representation Agreement”) whereby, among other things, the European logistics provider agreed to act as Forward Switzerland's fiscal representative in The Netherlands for the purpose of providing services in connection with any value added tax matters. As part of this agreement, Forward Switzerland agreed to provide an undertaking (in the form of a bank letter of guarantee) to the logistics provider with respect to any value added tax liability arising in The Netherlands that the logistics provider is required to pay to Dutch tax authorities on its behalf. In February 2010, Forward Switzerland entered into a guarantee agreement with a Swiss bank relating to the repayment of any amount up to €75,000 (equal to approximately $88,000 at September 30, 2020) paid by such bank to the logistics provider in order to satisfy such undertaking pursuant to the bank letter of guarantee. Forward Switzerland would be required to perform under the guarantee agreement only in the event that (i) a value added tax liability is imposed on the Company's revenues in The Netherlands; (ii) the logistics provider asserts that it has been called upon in its capacity as surety by the Dutch Receiver of Taxes to pay such taxes; (iii) Forward Switzerland or the Company on its behalf fails or refuses to remit the amount of value added tax due to the logistics provider upon its demand; and (iv) the logistics provider makes a drawing under the bank letter of guarantee. Under the Representation Agreement, Forward Switzerland agreed that the letter of guarantee would remain available for drawing for three years following the date that its relationship terminates with the logistics provider to satisfy any value added tax liability arising prior to expiration of the Representation Agreement but asserted by The Netherlands after expiration. F- 26 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The initial term of the bank letter of guarantee expired February 28, 2011, but it renews automatically for one-year periods on February 28 of each subsequent year unless Forward Switzerland provides the Swiss bank with written notice of termination at least 60 days prior to the renewal date. It is the intent of Forward Switzerland and the logistics provider that the bank letter of guarantee amount be adjusted annually. In consideration of the issuance of the letter of guarantee, Forward Switzerland has granted the Swiss bank a security interest in all of its assets on deposit with, held by, or credited to Forward Switzerland’s accounts with, the Swiss bank (approximately $770,000 at September 30, 2020). At September 30, 2020, the Company had not incurred a liability in connection with this guarantee. Legal Proceedings On August 21, 2020, IPS was named a third-party defendant in a patent dispute claim currently pending in the U.S. District Court for the Eastern District of New York. The complaint, which contains no specific amount of monetary damages, asserts that certain intellectual property was misappropriated by IPS and one of its former employees. IPS denies the allegations, believes the action is without merit and intends to vigorously defend it. The Company received permission from the District Court to file a motion to dismiss the complaint and filed such motion on December 14, 2020. From time to time, the Company may become a party to other legal actions or proceedings in the ordinary course of its business. At September 30, 2020, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to its interests, the Company believes would be material to its business. NOTE 13 LEASES On October 1, 2019, the Company adopted the updated guidance on leases using the modified retrospective transition method. Results for Fiscal 2020 are presented under the updated guidance, while Fiscal 2019 is reported in accordance with historical lease accounting guidance. The Company’s operating leases are primarily for corporate, sales and administrative office space. Total operating lease expense was $562,000 in Fiscal 2020 and total rent expense was $473,000 in Fiscal 2019. These expenses are recorded in general and administrative expenses on the consolidated statements of operations. The Company leases certain computer equipment through finance lease agreements expiring through July 2024. Amortization expense related to assets under finance leases was $42,000 for Fiscal 2020. Interest expense related to assets under finance leases was $3,000 for Fiscal 2020. The following is a summary of computer equipment held under capital leases: September 30, 2020 2019 Cost $ 203,000 $ 203,000 Accumulated depreciation (180,000 ) (138,000 ) Net book value $ 23,000 $ 65,000 F- 27 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At September 30, 2020, additional information related to operating and finance leases was as follows: Weighted Average Remaining Lease Term: Operating Leases 10.9 years Finance Leases 0.9 years Weighted Average Discount Rate: Operating Leases 5.7% Finance Leases 5.8% Future minimum payments under non-cancellable operating and finance leases are as follows: Fiscal Years Ended September 30, Operating Leases Finance Leases 2021 $ 458,000 $ 24,000 2022 430,000 10,000 2023 426,000 – 2024 433,000 – 2025 395,000 – Thereafter 2,805,000 – Total future minimum lease payments 4,947,000 34,000 Less imputed interest (1,328,000 ) (3,000 ) Total $ 3,619,000 $ 31,000 NOTE 14 RELATED PARTY TRANSACTIONS Buying Agency and Supply Agreement The Company has a Buying Agency and Supply Agreement (the “Supply Agreement”) with Forward China. The Supply Agreement 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 Supply Agreement expires October 22, 2023. Terence Wise, Chief Executive Officer and Chairman of the Company, is the owner of Forward China. In addition, Jenny P. Yu, a Managing Director of Forward China, beneficially owns more than 5% of the Company’s common stock. The Company recorded service fees to Forward China of $1,363,000 and $1,398,000 during Fiscal 2020 and Fiscal 2019, respectively, which are included as a component of cost of sales when revenue is recognized on sales of the related products. F- 28 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On August 14, 2018, the Company entered into a formal agreement, confluent with the Supply Agreement noted above, to address the potential impact of customers sourcing directly from Forward China. Although unlikely, customers may be introduced directly or indirectly by the Company to Forward China. In the event a customer determines to bypass the services of the Company and do business directly with Forward China, Forward China has agreed to pay a commission of 50% of the net revenue generated from the products or services sold to the customer after deduction of direct costs. No commissions have been received per this agreement during Fiscal 2020 or Fiscal 2019. At September 30, 2020, the Company made $107,000 in prepayments to Forward China for inventory purchases, which is included in prepaid expenses and other current assets on the consolidated balance sheet. Promissory Note On January 18, 2018, the Company issued a $1,600,000 promissory note payable to Forward China in order to fund the acquisition of IPS. The promissory note bears interest at a rate of 8% per annum and had an original maturity date of January 18, 2019. Monthly interest payments commenced on February 18, 2018. The Company incurred and paid $128,000 in interest expense associated with this note in both Fiscal 2020 and Fiscal 2019. At September 30, 2020, after being extended, the maturity date of this note was December 30, 2020. The maturity date of the note has been extended on several occasions to assist the Company with liquidity. In December 2020, the maturity date of this note was extended to December 31, 2021. Related Party Sales During Fiscal 2019, the Company’s design division provided services to a customer whose Chief Operating and Financial Officer and equity owner is an immediate family member of a director on the Company’s Board of Directors and a member on the Board’s Audit and Compensation committees. The Company sold design services to this customer of $44,000 and $150,000 in Fiscal 2020 and Fiscal 2019, respectively. At September 30, 2020 and 2019, respectively, there was $0 and $9,000 in outstanding receivables from this customer. NOTE 15 401(k) PLAN The Company maintains a 401(k) benefit plan allowing eligible employees to make pre-tax contributions of a portion of their salary in amounts subject to IRS limitations. The Company made matching contributions of $269,000 and $226,000 during Fiscal 2020 and Fiscal 2019, respectively, which vested immediately and are reflected in the accompanying consolidated statements of operations as a components of cost of sales and general and administrative expenses. NOTE 16 SEGMENT AND GEOGRAPHIC INFORMATION The Company has two reportable segments: distribution and design. See Note 1 for more information on the composition of our reportable segments. The distribution segment sources and distributes carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic devices. This segment operates in the EMEA Region, the Americas and the APAC Region. Geographic regions are defined by reference primarily to the location of the customer or its contract manufacturer. The design segment provides a full spectrum of hardware and software product design and engineering services. This segment operates predominantly in the Americas region. F- 29 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segment operating loss and net loss before income taxes are shown in table below: Fiscal 2020 Fiscal 2019 Revenues, net Distribution $ 20,752,000 $ 21,988,000 Design 13,726,000 15,421,000 Total revenues, net $ 34,478,000 $ 37,409,000 Cost of sales Distribution $ 17,978,000 $ 18,613,000 Design 9,862,000 12,215,000 Total cost of sales $ 27,840,000 $ 30,828,000 Loss from operations Distribution $ (1,604,000 ) $ (1,377,000 ) Design (378,000 ) (1,720,000 ) Total loss from operations $ (1,982,000 ) $ (3,097,000 ) Other (income)/expense, net Distribution $ (202,000 ) $ 438,000 Design (14,000 ) 73,000 Total other (income)/expense, net $ (216,000 ) $ 511,000 Loss before income taxes Distribution $ (1,402,000 ) $ (1,815,000 ) Design (364,000 ) (1,793,000 ) Total loss before income taxes $ (1,766,000 ) $ (3,608,000 ) Segment assets are shown in the table below: September 30, 2020 2019 Distribution $ 8,289,000 $ 9,554,000 Design 11,067,000 6,540,000 Total $ 19,356,000 $ 16,094,000 F- 30 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenues from External Customers Consolidated The following table sets forth our consolidated net revenues by geographic region for Fiscal 2020 and Fiscal 2019. All of the design segment customer revenues are classified under the United States within the Americas region: Fiscal 2020 Fiscal 2019 EMEA Region: Germany $ 3,375,000 $ 3,875,000 Poland 2,675,000 3,355,000 Great Britain 267,000 – Switzerland – 297,000 Austria 406,000 186,000 Other 362,000 166,000 Total EMEA Region 7,085,000 7,879,000 Americas: United States [1] 21,017,000 21,730,000 Other 44,000 4,000 Total Americas 21,061,000 21,734,000 APAC Region: Hong Kong 4,876,000 6,017,000 Malaysia 200,000 153,000 China 217,000 318,000 Singapore 228,000 564,000 Taiwan 162,000 164,000 Other 649,000 580,000 Total APAC Region 6,332,000 7,796,000 Total Net Revenues $ 34,478,000 $ 37,409,000 [1] Includes $13,726,000 and $15,421,000 of revenue in Fiscal 2020 and Fiscal 2019, respectively, attributed to the design segment whose customers reside in the United States. F- 31 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Major Customers and Concentrations by Geographic Region In Fiscal 2020 and Fiscal 2019, the Company had significant customers whose individual percentage of the Company’s total revenues was 10% or greater. The risk of collecting accounts receivable from all customers is enhanced as a result of the economic impact of the COVID-19 pandemic. The concentrations of revenues and accounts receivable for each operating segment are detailed below. Distribution Segment Revenues Concentration The following customers or their affiliates or contract manufacturers accounted for more than 10% of the distribution segment’s net revenues, by geographic region, and in segment total for Fiscal 2020 and Fiscal 2019: Fiscal 2020 EMEA Americas APAC Total Customer A 46% 39% 1% 29% Customer B 24% 16% 9% 17% Customer C – 1% 76% 24% Customer D 14% 11% 2% 9% Totals 84% 67% 88% 79% Fiscal 2019 EMEA Americas APAC Total Customer A 42% 42% – 30% Customer B 29% 22% 6% 19% Customer C – 3% 76% 28% Customer D 13% 15% 3% 10% Totals 84% 82% 85% 87% Design Segment Revenues Concentration All of our design segment customers operate in the United States. The following customers accounted for more than 10% of the design segment’s net revenues for Fiscal 2020 and Fiscal 2019: Fiscal 2020 Fiscal 2019 Customer 1 19% 1% Customer 2 13% 9% Customer 3 14% 19% Customer 4 – 17% Total 46% 46% F- 32 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Distribution Segment Accounts Receivable Concentration At September 30, 2020 and 2019, concentrations of accounts receivable with significant customers representing 10% or more of distribution segment accounts receivable were as follows: September 30, 2020 2019 Customer A 23% 29% Customer B 22% 21% Customer C 20% 16% Customer D 17% 24% Totals 82% 90% Design Segment Accounts Receivable Concentration At September 30, 2020 and 2019, concentrations of accounts receivable with significant customers representing 10% or greater of design segment accounts receivable were as follows: September 30, 2020 2019 Customer 1 24% 3% Customer 3 5% 19% Customer 4 – 44% Customer 5 14% 5% Customer 6 10% 3% Totals 53% 74% F- 33 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-Lived Assets Identifiable long-lived assets, consisting predominantly of property, plant and equipment, by operating segment are presented net of accumulated depreciation and amortization. All of the Company’s long-lived assets are geographically located in the Americas region. See table below: September 30, 2020 2019 Consolidated Distribution Design Consolidated Distribution Design Americas $ 215,000 $ 23,000 $ 192,000 $ 243,000 $ 18,000 $ 225,000 APAC – – – – – – EMEA – – – – – – Total long-lived assets (net) $ 215,000 $ 23,000 $ 192,000 $ 243,000 $ 18,000 $ 225,000 Total Liabilities The following table presents total liabilities by operating segment for the years ended September 30, 2019 and 2018: September 30, 2020 2019 Distribution $ 5,780,000 $ 6,061,000 Design 6,993,000 2,322,000 Total $ 12,773,000 $ 8,383,000 Supplier Concentration The Company procures all its supply of carrying solutions products for the distribution segment from independent suppliers in China through Forward China. Depending on the product, Forward China may require several different suppliers to furnish component parts or pieces. The Company purchased 100% of its OEM products from Forward China in Fiscal 2020 and 2019. The Company procures materials and supplies used to build prototypes and “mock-ups” for design service projects. Vendors are from the United States. NOTE 17 LINE OF CREDIT The Company, specifically IPS, has a $1,300,000 revolving line of credit which was renewed at the discretion of the lender on August 5, 2020. The line of credit has a maturity date of May 31, 2021, is guaranteed by the Company 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 September 30, 2020 and 2019 was 4.0% and 5.75%, respectively. As of September 30, 2020, the Company had $300,000 available under the line of credit. The Company is subject to certain debt-service ratio requirements which are measured annually. At September 30, 2020 and 2019 the Company was in violation of the required debt-service ratio covenants but was granted a waiver of the violation from the lender in both years. F- 34 FORWARD INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 DEBT On April 18, 2020, the Company entered into a loan in an aggregate principal amount of $1,357,000 under the Paycheck Protection Program (the “PPP Loan”) pursuant to the recently enacted U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan matures on April 18, 2022 and bears an interest rate of 1.00% per annum. The Company was originally scheduled to pay monthly principal and interest payments on the outstanding principal balance of this loan beginning November 18, 2020 until maturity when the entire principal balance remaining unpaid, along with all accrued and unpaid interest, was to be due and payable in full. This loan is unsecured, and subject to forgiveness in accordance with the terms of the CARES Act. We have accounted for these proceeds as a loan and the current and long-term portions of $827,000 and $530,000, respectively, are included in the corresponding categories of notes payable on the consolidated balance sheets. In October 2020, the Company filed for forgiveness of this loan and in December, the Small Business Administration approved our forgiveness request for this loan. In connection with the acquisition of Kablooe, the Company assumed a loan payable with a principal amount of $170,000. The loan matures in August 2021, bears interest at a rate of 6.0% per annum and is secured by all of Kablooe’s assets. Interest and principal payments of $15,000 are payable monthly until maturity. The outstanding balance at September 30, 2020 was $156,000. On April 1, 2016, IPS entered into a term loan with a lender in the amount of $325,000. The loan matured on April 1, 2020 and bore interest at a rate of 4.215% per annum. Interest and principal of $7,378 were paid on a monthly basis through maturity. This loan was secured by all of IPS’ assets and was guaranteed by the Company. The outstanding balance at September 30, 2020 and 2019 was $0 and $52,000, respectively. On December 11, 2017, IPS entered into an installment payment financing arrangement with a lender in the amount of $23,000. IPS made monthly payments of $1,035, which includes an implied interest rate of 9.5%, for 24 months. The last payment was made in December 2019. The loan balance was $0 and $3,000 at September 30, 2020 and 2019, respectively. Future minimum principal payment requirements on our notes payable (including the PPP loan) are as follows: Fiscal 2021 $ 983,000 Fiscal 2022 530,000 Total $ 1,513,000 NOTE 19 MOONI AGREEMENT On January 29, 2019, the Company entered into a three-year Distribution Agreement (the “Agreement”) with Mooni International AB and its owner. In accordance with the 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 $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 which, if exercised, would be effective on the 12 month anniversary of the effective date of the Agreement. This option was not exercised and therefore expired. The Company generated $263,000 of revenue from this agreement in Fiscal 2020. Additionally, Forward China, a company owned by Terence Wise, the Company's Chairman and Chief Executive Officer, was named the designated supplier under the Agreement. The current and long-term portions of the unamortized fee of $133,000 and $45,000, respectively, at September 30, 2020 and $133,000 and $178,000, respectively, at September 30, 2019, are included in prepaid and other current assets and other assets, respectively, in the accompanying consolidated balance sheets. Amortization of the cost for Fiscal 2020 and Fiscal 2019 of $133,000 and $89,000, respectively, is included in sales and marketing expenses in the accompanying consolidated statements of operations. F- 35