Forward Industries, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The following discussion and analysis compares our condensed consolidated results of operations for the three and nine months ended June 30, 2025 (the “2025 Quarter” and the “2025 Period”, respectively) with those for the three and nine months ended June 30, 2024 (the “2024 Quarter” and “2024 Period”, respectively). All dollar amounts and percentages presented herein have been rounded to approximate values. Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements include, among other things, statements regarding our liquidity, plans on repaying outstanding debt obligations, plans on utilizing the equity line of credit, plans for other financing as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. These risks include the inability to expand our customer base, loss of additional customers, pricing pressures, lack of success of our marketing efforts, economic or other factors resulting in the failure to enter into purchase agreements for the sale of equity, failure to raise capital when needed, the inability to maintain compliance with Nasdaq listing standards, and the inability of our customers to pay for our services. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended September 30, 2024 for information regarding risk factors that could affect the Company’s results. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by applicable law or regulation. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Business Overview Forward Industries, Inc. is a global design company serving top tier medical and technology customers. The Company provides hardware and software product design and engineering services to customers predominantly located in the U.S. In June 2024, the Company’s stockholders authorized, and the Company’s Board of Directors approved, a 1-for-10 reverse stock split of our common stock, which became effective on June 18, 2024. Accordingly, all references made to share, per share, or common share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the reverse stock split. 24 Discontinued Operations In July 2023, we decided to cease operations of our retail distribution segment (“Retail Exit”) and we are presenting the results of operations for this segment within discontinued operations in the current and prior periods presented herein. The discontinuation of the retail segment represented a strategic shift in the Company’s business. The primary assets of the retail segment were inventory and accounts receivable. The Company sold, liquidated, or otherwise disposed of the remaining retail inventory and collected the remaining retail accounts receivable by September 30, 2024, at which time the retail segment was considered fully discontinued. We expect to have no further significant continuing involvement with this segment. The inventory of the retail segment met the criteria to be considered “held-for-sale” in accordance with ASC 205-20, “Discontinued Operations.” Accordingly, the retail inventory was classified on our condensed consolidated balance sheet as “discontinued assets held for sale” at September 30, 2023, and the results of operations for the retail segment have been classified as “Discontinued Operations” on the condensed consolidated statements of operations for the three and nine months ended June 30, 2025 and 2024. In March 2025, in connection with the fourth Conversion Agreement (see Note 8 to the condensed consolidated financial statements), Forward China determined it would not renew the Buying Agency and Supply Agreement, which subsequently expired on May 9, 2025. Without this agreement, the Company determined it would not continue the OEM segment of the business and committed to a plan to sell the segment. On May 16, 2025, the Company and Forward US entered into a transaction agreement with Forward China, pursuant to which the Company sold all equity interest in Forward Switzerland and Forward UK and certain other net assets related to Forward US’ OEM segment to Forward China to satisfy outstanding payables due to Forward China under the Sourcing Agreement. Additionally, the Company and Forward China terminated the Supply Agreement and extended the term of the Note Payable (see Note 8 to the condensed consolidated financial statements) to December 31, 2025. The Company paid $200,000 at closing and agreed to make additional cash payments of $150,000 on each of July 31, 2025, August 31, 2025 and September 30, 2025, which are shown as Due to Forward China on the condensed consolidated financial statements. Results of operations for Forward Switzerland and Forward UK were included in the Company’s results of operations through and including May 16, 2025. The sale of the OEM business is considered a strategic shift that will have a significant impact on the Company’s operations and financial results. The assets and liabilities of the OEM segment were classified as assets and liabilities held for sale on the condensed consolidated balance sheets at September 30, 2024. The results of operations for the OEM segment have been classified as discontinued operations on the condensed consolidated statements of operations for the three and nine months ended June 30, 2025 and 2024. Unless otherwise noted, results for discontinued operations are excluded from the discussion that follows. Variability of Revenues and Results of Operations A significant portion of our revenue is concentrated with several large customers, some of which are the same and some of which change over time. Orders from some of these customers can be highly variable, with short lead times, which can cause our quarterly revenues, and consequently our results of operations, to vary over a relatively short period of time. Critical Estimates We discussed the significant estimation processes that are critical to our business operations and the understanding of our financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” There have been no material changes in critical accounting policies or estimation processes during the period covered by this report, but the following accounting estimates had a material impact on our results of operations for the 2025 Period and fiscal 2024. 25 We review goodwill for impairment annually, or more often if events or changes in circumstances indicate the carrying value of a reporting unit may exceed its fair value. Evaluating goodwill for impairment requires a significant amount of judgment, including the estimation of future cash flows, future growth rates and profitability. Changes in our business strategy or adverse changes in market conditions could impact impairment analyses and require the recognition of an impairment charge. Although we base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances at the time of evaluation, actual results could differ from these estimates. In December 2024, the Company was notified by its largest design customer of its plan to discontinue their insulin patch pump program, on which IPS was working, and was beginning to wind down all activities related to it. Revenue from this customer (all of which related to this program) represented more than 30% of the Company’s consolidated net revenues in fiscal 2024. Due to the historically high concentration of revenue with this customer, the loss of its business was considered a triggering event which prompted the Company to evaluate the goodwill of the IPS reporting unit. Management performed quantitative testing on this reporting unit, which indicated its carrying amount exceeded its fair value, resulting in a goodwill impairment charge of $225,000 in December 2024, primarily driven by a reduction in its expected future performance at that time. In the second and third quarters of fiscal 2025, the IPS reporting unit continued to experience low levels of staff utilization due in part to the loss of the aforementioned major customer, which was anticipated. In addition, due to the uncertainty in the global markets related to tariffs on imports, many IPS customers were slow to commit funds to projects, primarily in the second quarter of fiscal 2025, as they were unsure how tariffs and other macroeconomic factors would impact their business. The combination of these events resulted in negative gross profit for the IPS reporting unit in the second and third quarters, which the Company considered triggering events to evaluate the goodwill of the IPS reporting unit for impairment. Management performed a quantitative goodwill impairment analysis for the IPS reporting unit at March 31, 2025 and June 30, 2025, both of which indicated the fair value of the IPS reporting unit exceeded its carrying amount, resulting in no further goodwill impairment in the three months ended March 31, 2025 or June 30, 2025. Due to the historical losses of the Kablooe reporting unit, the Company elected to bypass the qualitative assessment and perform quantitative goodwill impairment testing for the Kablooe reporting unit at September 30, 2024. This quantitative testing indicated the carrying amount of the Kablooe reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $200,000 in September 2024, primarily driven by a reduction in its expected future performance. We will continue to monitor the IPS and Kablooe goodwill for impairment as needed in future periods. Changes in economic, industry or market conditions, business operations, competition, the price of our common shares or market capitalization or our actual performance compared with estimates of our future performance may affect the fair value of goodwill and could result in additional impairment charges in the future. Recent Accounting Pronouncements For information on recent accounting pronouncements and impacts, see Note 2 to the unaudited condensed consolidated financial statements. 26 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2024 The table below summarizes our consolidated results from continuing operations for the 2025 Quarter as compared to the 2024 Quarter: Consolidated Results of Operations 2025 Quarter 2024 Quarter Change ($) Change (%) Revenues, net $ 2,495,000 $ 5,036,000 $ (2,541,000 ) (50.5% ) Cost of sales 3,116,000 3,728,000 (612,000 ) (16.4% ) Gross profit/(loss) (621,000 ) 1,308,000 (1,929,000 ) (147.5% ) Sales and marketing expenses 140,000 188,000 (48,000 ) (25.5% ) General and administrative expenses 1,799,000 1,579,000 220,000 13.9% Operating loss (2,560,000 ) (459,000 ) (2,101,000 ) 457.7% Other income, net (156,000 ) (4,000 ) (152,000 ) 3,800.0% Loss from continuing operations $ (2,404,000 ) $ (455,000 ) $ (1,949,000 ) 428.4% The discussion that follows below provides further details about our results from continuing operations for the 2025 Quarter as compared to the 2024 Quarter. The decline in net revenues from the 2024 Quarter to the 2025 Quarter is primarily attributable to the loss of a major customer in December 2024 as well as a net decrease in volume of work and projects with continuing customers, partially offset by projects from new customers. In December 2024, our largest design customer notified us of its plan to discontinue their insulin patch pump program, on which we were working. We expect this to continue to cause a material decrease in our revenues relative to fiscal 2024. Management initiated cost reduction measures to mitigate the impact of declining revenues, including two reductions in workforce in January 2025. Our gross profit/(loss) margin declined significantly, from 26.0% in the 2024 Quarter to (24.9%) in the 2025 Quarter, driven by lower revenues and utilization rates and was partially mitigated by staff reductions in January 2025. Sales and marketing expenses decreased primarily due to lower personnel costs and lower marketing spend but increased as a percentage of revenues from 3.7% in the 2024 Quarter to 5.6% in the 2025 Quarter. General and administrative expenses increased in the 2025 Quarter. Lower personnel costs related to staff reductions and a reduction in expenses related to the June 2024 reverse stock split were offset by higher professional fees primarily related to the sale of the OEM division. Management continues to monitor the various components of general and administrative expenses and how these costs are affected by inflationary and other factors. We intend to adjust these costs as needed based on the overall needs of the business. 27 The change in other income, net is primarily due to the change in fair value of the warrant liability and the decrease in interest income resulting from lower cash balances in interest bearing accounts. We generated a loss from continuing operations of $2,404,000 in the 2025 Quarter compared to $455,000 in the 2024 Quarter. We maintain significant net operating loss carryforwards and do not recognize a significant income tax expense or benefit as our deferred tax provision is typically offset by a full valuation allowance on our net deferred tax asset. Consolidated basic and diluted loss per share from continuing operations were $2.17 and $0.41 for the 2025 Quarter and the 2024 Quarter, respectively. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2025 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2024 The table below summarizes our consolidated results from continuing operations for the 2025 Period as compared to the 2024 Period: Consolidated Results of Operations 2025 Period 2024 Period Change ($) Change (%) Revenues, net $ 10,242,000 $ 15,249,000 $ (5,007,000 ) (32.8% ) Cost of sales 9,909,000 11,170,000 (1,261,000 ) (11.3% ) Gross profit 333,000 4,079,000 (3,746,000 ) (91.8% ) Sales and marketing expenses 448,000 603,000 (155,000 ) (25.7% ) General and administrative expenses 4,940,000 4,921,000 19,000 (0.4% ) Goodwill impairment 225,000 – 225,000 – Operating loss (5,280,000 ) (1,445,000 ) (3,835,000 ) 265.4% Other (income)/expense, net (156,000 ) 2,000 (158,000 ) (7,900.0% ) Loss from continuing operations $ (5,124,000 ) $ (1,447,000 ) $ (3,677,000 ) 254.1% The discussion that follows below provides further details about our results from continuing operations for the 2025 Period as compared to the 2024 Period. The decline in net revenues from the 2024 Period to the 2025 Period is primarily attributable to the loss of a major customer in December 2024 as well as a net decrease in volume of work and projects with continuing customers, partially offset by projects from new customers. In December 2024, our largest design customer notified us of its plan to discontinue their insulin patch pump program, on which we were working. We expect this to continue to cause a material decrease in our revenues relative to fiscal 2024. Management initiated cost reduction measures to mitigate the impact of declining revenues, including two reductions in workforce in January and June 2025. Our gross margin decreased from 26.7% in the 2024 Period to 3.3% in the 2025 Period, driven by lower revenue and utilization rates and was partially offset by staff reductions in January and June of 2025. Sales and marketing expenses decreased primarily due to lower personnel costs and lower marketing spend but increased as a percentage of revenues from 4.0% in the 2024 Period to 4.4% in the 2025 Period. General and administrative expenses increased in the 2025 Period. Lower personnel costs related to staff reductions, a reduction in expenses related to our annual shareholder meeting and the June 2024 reverse stock split and lower director compensation were offset by higher professional fees primarily related to the sale of the OEM segment. Management continues to monitor the various components of general and administrative expenses and how these costs are affected by inflationary and other factors. We intend to adjust these costs as needed based on the overall needs of the business. 28 The change in other (income)/expense, net is primarily due to the change in fair value of the warrant liability, a decrease in interest income resulting from lower cash balances in interest bearing accounts, and a decrease in interest expense resulting from a reduction in the amount of debt outstanding. We generated a loss from continuing operations of $5,124,000 in the 2025 Period compared to $1,447,000 in the 2024 Period. We maintain significant net operating loss carryforwards and do not recognize a significant income tax expense or benefit as our deferred tax provision is typically offset by a full valuation allowance on our net deferred tax asset. Consolidated basic and diluted loss per share from continuing operations were $4.65 and $1.31 for the 2025 Period and the 2024 Period, respectively. LIQUIDITY AND CAPITAL RESOURCES Prior to our recent financings, our primary source of liquidity has been our operations. The primary demand on our working capital is and has historically been (i) operating losses, (ii) repayment of debt obligations, and (iii) any increases in accounts receivable. Our sources of liquidity are currently adequate to satisfy working capital requirements arising in the ordinary course of business. At June 30, 2025, our working capital was $1,211,000. At August 12, 2025, our cash balance was approximately $5,600,000. Recent Financings From July 1 – August 12, 2025, the Company sold 246,000 shares of common stock under the $35 million ELOC and received gross proceeds of $2,432,000 in connection with such sales. Assuming the Company continues to meet its obligations under the Purchase Agreement, management plans to raise additional capital through the ELOC in the near future. We cannot provide any assurance that: (i) we will be able to continue selling under the ELOC, (ii) if we are able to sell under the ELOC, that we will be able to do so at prices that we believe are beneficial to the Company and its shareholders, or (iii) that our registration statement on form S-1 registering shares to be sold under the ELOC in the future will be declared and remain effective. As of the filing date of this Form 10-Q, the Company has sold all shares registered by it under the ELOC. On August 11, 2025, the Company sold, in a registered direct offering, approximately 263,000 shares of its common stock at a price of $8.50 per share to six investors and received gross proceeds of approximately $2,230,000. Other Liquidity Factors Forward China, an entity owned by our former Chairman of the Board and Chief Executive Officer, holds a $600,000 promissory note issued by the Company which matures on December 31, 2025 (see Note 8 to the condensed consolidated financial statements). We plan on repaying the note on or prior to its maturity date. In connection with the sale of the OEM business, we are obligated to pay Forward China $150,000 on each of August 31, 2025 and September 30, 2025 (in addition to the payment made on July 31, 2025). Our condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. We had an accumulated deficit and working capital of $22,647,000 and $1,211,000, respectively, at June 30, 2025, a net loss of $3,010,000 for the nine months ended June 30, 2025 and $1,951,000 in Fiscal 2024 and a cash balance of approximately $5,600,000 at August 12, 2025. Based on our forecasted cash flows, we believe that there is substantial doubt about our ability to continue as a going concern for a period of 12 months from the date of issuance of the condensed consolidated financial statements. If we have the opportunity to make a strategic acquisition (as we have in the past with the acquisitions of IPS and Kablooe) or an investment in a product or partnership, we may require additional capital beyond our current cash balance to fund the opportunity. Although we do not anticipate the need to purchase additional material capital assets in order to carry out our business, it may be necessary for us to purchase a material amount of equipment and other capital assets in the future, depending on need. 29 Cash Flows During the 2025 Period and 2024 Period, our sources and uses of cash were as follows: Operating Activities During the 2025 Period, cash used in operating activities of $2,199,000 resulted from a net loss of $3,010,000, the gain on sale of the OEM segment of $1,406,000, the gain on the change in fair value of the warrant liability of $160,000, a decrease in accrued expenses and other current liabilities of $261,000, partially offset by non-cash expenses of $589,000 related to depreciation, amortization, share-based compensation, credit loss expense and goodwill impairment charges, a decrease in accounts receivable and contract assets of $1,634,000, the net change in other operating assets and liabilities of $19,000 and the net cash provided by discontinued operations of $396,000. During the 2024 Period, cash provided by operating activities of $53,000 resulted from a net loss of $1,307,000, decreases in accrued expenses and other current liabilities of $707,000, a decrease in accounts payable of $373,000 and the net change in other operating assets and liabilities of $165,000, partially offset by net cash provided by discontinued operations of $1,462,000, non-cash expenses of $333,000 related to depreciation, amortization, share-based compensation and credit loss expense and a decrease in accounts receivable and contract assets of $810,000. Investing Activities Cash used in investing activities in the 2025 Period resulted from payments for the sale of the OEM segment of $200,000 and purchases of property and equipment of $26,000. Cash used in investing activities in the 2024 Period resulted from purchases of property and equipment of $50,000. Financing Activities Cash provided by financing activities in the 2025 Period consisted of $971,000 net proceeds from the issuance of preferred stock and warrants, partially offset by deferred financing costs of $60,000 related to the equity line of credit. Cash used in financing activities in the 2024 Period consisted of principal payments on the promissory note held by Forward China of $500,000. Related Party Transactions For information on related party transactions and their financial impact, see Note 8 to the unaudited condensed consolidated financial statements contained herein. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 30