Biggest changeCash Flows During Fiscal 2022 and Fiscal 2021, our sources and uses of cash were as follows: Operating Activities During Fiscal 2022, cash provided by operating activities of $1,535,000 resulted from an increase in accounts payable and amounts due to Forward China of $1,856,000, a decrease in accounts receivable of $953,000, non-cash charges for depreciation, amortization, share-based compensation and bad debt expense of $775,000, an increase in accrued expenses of $624,000 and the net change in other operating assets and liabilities of $443,000, partially offset by the net loss of $1,378,000 and an increase in inventories of $1,738,000. 25 During Fiscal 2021, cash used in operating activities of $528,000 resulted from an operating loss of $765,000, an increase in accounts receivable of $1,665,000, an increase in inventories of $787,000, a decrease in deferred income of $297,000 and the net change in other operating assets and liabilities of $223,000, partially offset by an increase in accounts payable and amounts due to Forward China of $2,306,000 and non-cash expenses of $903,000 related to depreciation, amortization, share-based compensation and bad debt expense.
Biggest changeDuring Fiscal 2022, cash provided by operating activities of $1,535,000 resulted from an increase in accounts payable and amounts due to Forward China of $1,856,000, a decrease in accounts receivable of $953,000, non-cash charges for depreciation, amortization, share-based compensation and bad debt expense of $775,000, an increase in accrued expenses of $624,000 and the net change in other operating assets and liabilities of $552,000, partially offset by the net loss of $1,378,000 and an increase in discontinued assets held for sale of $1,847,000.
Revenue Recognition OEM Distribution Segment The OEM distribution segment recognizes revenue when finished goods are shipped to its customers (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale and 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.
Revenue Recognition OEM Distribution Segment The OEM distribution segment recognizes revenue when: (i) finished goods are shipped to its customers (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale and 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.
Other Product Revenues Our OEM distribution segment sources and sells cases and protective solutions for a diverse array of portable electronic and non-electronic products (such as sporting and recreational products, bar code scanners, GPS devices, tablets and firearms) on a made-to-order basis that are customized to fit the products sold by our OEM customers.
Other Product Revenues Our OEM distribution segment also sources and sells cases and protective solutions for a diverse array of portable electronic and non-electronic products (such as sporting and recreational products, bar code scanners, GPS devices, tablets and firearms) on a made-to-order basis that are customized to fit the products sold by our OEM customers.
Segment assets consist of accounts receivable and inventory, which are regularly reviewed by the CODM, as well as goodwill and intangible assets resulting from design segment acquisitions (see Note 15 to the consolidated financial statements).
Segment assets consist of accounts receivable and inventory, which are regularly reviewed by the CODM, as well as goodwill and intangible assets resulting from design segment acquisitions (see Note 16 to the consolidated financial statements).
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. Design Segment The design segment applies the “cost to cost” and “right to invoice” methods of revenue recognition to its contracts with customers.
If 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. 18 Design Segment The design segment applies the “cost to cost” and “right to invoice” methods of revenue recognition to its contracts with customers.
There were no indications of goodwill impairment in Fiscal 2022 or Fiscal 2021. 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.
There were no indications of goodwill impairment in Fiscal 2023 or Fiscal 2022. 19 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.
The following discussion and analysis compares our results of operations for the year ended September 30, 2022 (“Fiscal 2022”) with those for the year ended September 30, 2021 (“Fiscal 2021”). All dollar amounts and percentages presented herein have been rounded to approximate values.
The following discussion and analysis compares our results of operations for the year ended September 30, 2023 (“Fiscal 2023”) with those for the year ended September 30, 2022 (“Fiscal 2022”). All dollar amounts and percentages presented herein have been rounded to approximate values.
For our OEM and retail distribution segments, we exclude general and administrative and general corporate expenses from their measure of profitability as these expenses are not allocated to the segments and therefore not included in the measure of profitability used by the CODM.
For our OEM distribution segment, we exclude general and administrative and general corporate expenses from its measure of profitability as these expenses are not allocated to the segments and therefore not included in the measure of profitability used by the CODM.
At November 30, 2022, we had approximately $3,200,000 cash on hand and $1,300,000 available under our line of credit with a bank which matures May 31, 2023.
At November 30, 2023, we had approximately $3,800,000 cash on hand and $1,300,000 available under our line of credit with a bank which matures May 31, 2024.
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. 20 Segment Reporting We have three reportable segments: OEM distribution, retail distribution and design.
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. Segment Reporting As a result of discontinuing our retail reportable segment, we now have two reportable segments: OEM distribution and design.
The balance of the FC Note was reduced to $1,400,000 after we made principal payments of $200,000 in Fiscal 2022. Although the FC Note has been extended on multiple occasions to assist us with our liquidity position, we plan on funding the repayment at maturity using existing cash balances and/or obtaining an additional credit facility as deemed necessary.
The balance of the FC Note was reduced to $1,100,000 after we made principal payments of $500,000 in Fiscal 2023 and Fiscal 2022. Although the FC Note has been extended on multiple occasions to assist us with our liquidity position, we plan on funding the repayment at maturity using existing cash balances and/or obtaining additional extensions as deemed necessary.
Investing Activities In Fiscal 2022 and Fiscal 2021, cash used for investing activities of $170,000 and $67,000, respectively, resulted from purchases of property and equipment. Financing Activities In Fiscal 2022, cash used in financing activities of $200,000 consisted of principal payments on the promissory note held by Forward China.
Investing Activities In Fiscal 2023 and Fiscal 2022, cash used for investing activities of $136,000 and $170,000, respectively, resulted from purchases of property and equipment. Financing Activities In Fiscal 2023 and Fiscal 2022, cash used in financing activities of $300,000 and $200,000, respectively, consisted of principal payments on the promissory note held by Forward China. 23 ITEM 7A.
There were no indications of impairment of intangible assets in Fiscal 2022 or 2021. 21 Recent Accounting Pronouncements In November 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
Recent Accounting Pronouncements In November 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
We can provide no assurance that (i) Forward China will extend the FC Note again if we request an extension, (ii) Forward China will continue to extend payment terms on outstanding payables when we need them, or (iii) any additional credit facility will be available on terms acceptable to us or at all.
We can provide no assurance that (i) Forward China will extend the FC Note again if we request an extension, (ii) Forward China will extend additional payment terms on any payables not covered by the agreement, if needed, or (iii) any additional credit facility will be available on terms acceptable to us or at all.
LIQUIDITY AND CAPITAL RESOURCES Our primary source of liquidity is our operations. The primary demand on our working capital has historically been (i) operating losses, (ii) repayment of debt obligations, and (iii) any increases in accounts receivable and inventories arising in the ordinary course of business.
The primary demand on our working capital has historically been (i) operating losses, (ii) repayment of debt obligations, and (iii) any increases in accounts receivable and inventories arising in the ordinary course of business. Historically, our sources of liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business.
Forward China, our largest vendor and an entity owned by our Chairman of the Board and Chief Executive Officer, holds a $1,600,000 promissory note (the “FC Note”) issued by us which matures on December 31, 2024 (see Note 13 to the consolidated financial statements).
There are no assurances this line of credit will extend beyond May 31, 2024. 22 Forward China, our largest vendor and an entity owned by our Chairman of the Board and Chief Executive Officer, holds a $1,600,000 promissory note (the “FC Note”) issued by us which matures on December 31, 2024 (see Note 14 to the consolidated financial statements).
If these estimates or material related assumptions change in the future, we may be required to record impairment charges related to our intangible assets.
If these estimates or material related assumptions change in the future, we may be required to record impairment charges related to our intangible assets. There were no indications of impairment of intangible assets in Fiscal 2023 or 2022.
The following tables set forth revenues by product line of our OEM distribution segment customers for the periods indicated: OEM Revenues by Product Line Fiscal 2022 Fiscal 2021 Change ($) Change (%) Diabetic products $ 15,403,000 $ 16,588,000 $ (1,185,000 ) (7.1% ) Other products 2,633,000 2,702,000 (69,000 ) (2.6% ) Total net revenues $ 18,036,000 $ 19,290,000 $ (1,254,000 ) (6.5% ) 23 Diabetic Product Revenues Our OEM distribution segment sources to the order of, and sells carrying cases for, blood glucose diagnostic kits directly to OEMs (or their contract manufacturers).
The following tables set forth revenues by product line of our OEM distribution segment customers for the periods indicated: OEM Revenues by Product Line Fiscal 2023 Fiscal 2022 Change ($) Change (%) Diabetic products $ 11,805,000 $ 15,403,000 $ (3,598,000 ) (23.4% ) Other products 2,197,000 2,633,000 (436,000 ) (16.6% ) Total net revenues $ 14,002,000 $ 18,036,000 $ (4,034,000 ) (22.4% ) Diabetic Product Revenues Our OEM distribution segment sources to the order of, and sells carrying cases for, blood glucose diagnostic kits directly to OEMs (or their contract manufacturers).
The OEM customer or its contract manufacturer packages our carry cases “in box” as a custom accessory for the OEM’s blood glucose testing and monitoring kits or, to a lesser extent, sells them through their retail distribution channels.
The OEM customer or its contract manufacturer packages our carry cases “in box” as a custom accessory for the OEM’s blood glucose testing and monitoring kits or, to a lesser extent, sells them through their retail distribution channels. 21 Revenues from diabetic products decreased due to the loss of a major customer in March 2023, lower demand from one major customer and the loss of one product to a competitor.
These declines were partially offset by a net increase in revenue from other diabetic customers which were less significant. As mentioned above, management believes that revenues from diabetic customers will continue to decline. Revenues from diabetic products represented 85% of net revenues for the OEM distribution segment in Fiscal 2022 compared to 86% in Fiscal 2021.
These decreases were partially offset by an increase in demand from another customer, which was timing related. As mentioned above, management believes that revenues from diabetic customers will continue to decline. Revenues from diabetic products represented 84% of net revenues for the OEM distribution segment in Fiscal 2023 compared to 85% in Fiscal 2022.
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. 19 Critical Accounting Policies and Estimates We have identified the accounting policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations.
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.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. 18 Business Overview Forward Industries, Inc. is a global design, manufacturing, sourcing and distribution group serving top tier medical and technology customers worldwide.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. 17 Business Overview Forward Industries, Inc. is a global design, sourcing and distribution Company serving top tier medical and technology customers worldwide. Our design division provides hardware and software product design and engineering services to customers predominantly located in the U.S.
This pronouncement is effective for us for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. We are currently evaluating the effects of this pronouncement on our consolidated financial statements.
This pronouncement is effective for us for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years and is not expected to have a material impact on our consolidated financial statements.
The discussion below is not intended to be comprehensive. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with no need for management’s judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions.
GAAP, with no need for management’s judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions.
Additionally, Forward China has extended payment terms on our outstanding payables due to them when necessary.
Additionally, Forward China has extended payment terms on our outstanding payables due to them when necessary. At September 30, 2023, our accounts payable due to Forward China was approximately $8,246,000.
Segment Results The discussion that follows below provides further details about the results of operations for each segment as compared to the prior year.
Consolidated basic and diluted earnings per share from continuing operations was $0.02 and $0.04 for Fiscal 2023 and Fiscal 2022, respectively. Segment Results The discussion that follows below provides further details about the results of operations for each continuing segment as compared to the prior year.
Revenues from other products decreased due to a decrease in sales volume from certain existing customers, which was offset by increases in business from other customers. We will continue to focus on our sales and sales support teams in our attempt to expand and diversify our other products customer base.
Revenues from other products decreased due to lower sales volume with some existing customers, partially driven by the delayed rollout of certain customer product lines and reduced demand from some customers. We will continue to focus on our sales and sales support teams in our continued efforts to expand and diversify our other products customer base.
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. 22 We reported other expense of $135,000 in Fiscal 2022 as compared to other income of $1,289,000 in Fiscal 2021.
We intend to adjust these costs as needed based on the overall needs of the business. 20 We reported other income of $19,000 in Fiscal 2023 as compared to other expense of $135,000 in Fiscal 2022.
Revenues from diabetic products declined $1,185,000 and revenues from other products declined $69,000. As consumer demand increases for diabetic testing products which require no carrying case, we expect diabetic product sales to represent a smaller portion of our OEM distribution revenue.
As consumer demand increases for diabetic testing products which require no carrying case, we expect diabetic product sales to continue to represent a smaller portion of our OEM distribution revenue. In March 2023, a contract with one of our major diabetic customers expired. Due to increased pricing pressures, we did not extend our contract with this customer.
The cost of importing all products from China has increased and both the diabetic and other OEM product lines have experienced pricing pressures from customers, resulting in a decrease in gross margin as compared to the prior year. The decline in gross margin was partially mitigated by lower selling and marketing costs related to OEM sales commissions.
While revenues decreased in both diabetic and other products, a large portion of the decrease in diabetic revenue was from more profitable products, thus driving overall gross margins down. The cost of importing all products from China has increased and both the diabetic and other OEM product lines have experienced pricing pressures from customers.
In Fiscal 2022, we recorded a tax provision of $3,000, generated a loss before income taxes of $1,376,000 and had an effective tax rate of (0.2%). In Fiscal 2021, we recorded no tax provision or benefit, and we generated income before income taxes of $524,000, primarily resulting from the $1,357,000 forgiveness of note payable related to the PPP loan.
In Fiscal 2023, we recorded a tax provision of $20,000, generated income from continuing operations before income taxes of $179,000 and had an effective tax rate of 11.2%. In Fiscal 2022, we recorded a tax provision of $3,000, generated income from continuing operations before income taxes of $452,000 and had an effective tax rate of 0.5%.
We continue to work on expanding our product offerings to include higher margin products and enhancing our sales efforts to grow revenue and increase gross profit. Retail Distribution Segment Net revenues increased in Fiscal 2022 due to an increase in sales volume on certain products with two retailers.
The decline in gross margin was partially mitigated by lower selling and marketing costs related to OEM sales commissions. We continue to work on expanding our product offerings to include higher margin products and enhancing our sales efforts to grow revenue and increase gross profit.
This was further exacerbated by higher sales and marketing expenses related to sales commissions, and advertising and promotional expenses necessary to support the growth in revenue, which increased the operating loss margin from 24.5% in Fiscal 2021 to 43.8% in Fiscal 2022. 24 Design Segment The increase in net revenues was driven by new customers and an increase in projects from certain existing customers, which was partially offset by declines in revenues from certain prior year customers.
Design Segment The increase in net revenues in the design segment was driven by an increase in revenue from one major customer, coupled with an increase in projects from new and existing customers, which was partially offset by declines in revenues from certain prior year customers.
RESULTS OF OPERATIONS FOR FISCAL 2022 COMPARED TO FISCAL 2021 Consolidated Results The table below summarizes our consolidated results of operations for Fiscal 2022 as compared to Fiscal 2021: Consolidated Results of Operations Fiscal 2022 Fiscal 2021 Change ($) Change (%) Net revenues $ 42,337,000 $ 39,022,000 $ 3,315,000 8.5% Cost of sales 33,969,000 30,888,000 3,081,000 10.0% Gross profit 8,368,000 8,134,000 234,000 2.9% Sales and marketing expenses 2,855,000 2,503,000 352,000 14.1% General and administrative expenses 6,753,000 6,396,000 357,000 5.6% Loss from operations (1,240,000 ) (765,000 ) (475,000 ) 62.1% Other expense/(income), net 135,000 (1,289,000 ) 1,424,000 (110.5% ) Income tax provision 3,000 – 3,000 – Consolidated net (loss)/income $ (1,378,000 ) $ 524,000 $ (1,902,000 ) (363.0% ) The increase in net revenues in Fiscal 2022 was primarily driven by revenue growth in the design segment and to a lesser extent, revenue growth in the retail segment, which was partially offset by a decline in revenue in the OEM distribution segment.
RESULTS OF OPERATIONS FOR FISCAL 2023 COMPARED TO FISCAL 2022 Consolidated Results The table below summarizes our consolidated results of continuing operations for Fiscal 2023 as compared to Fiscal 2022: Consolidated Results of Operations Fiscal 2023 Fiscal 2022 Change ($) Change (%) Net revenues $ 36,688,000 $ 38,207,000 $ (1,519,000 ) (4.0% ) Cost of sales 28,324,000 29,407,000 (1,083,000 ) (3.7% ) Gross profit 8,364,000 8,800,000 (436,000 ) (5.0% ) Sales and marketing expenses 1,663,000 1,478,000 185,000 12.5% General and administrative expenses 6,541,000 6,734,000 (193,000 ) (2.9% ) Operating income 160,000 588,000 (428,000 ) (72.8% ) Other expense/(income), net (19,000 ) 135,000 (154,000 ) (114.1% ) Income tax provision 20,000 3,000 17,000 566.7% Income from continuing operations $ 159,000 $ 450,000 $ (291,000 ) (64.7% ) The decrease in net revenues in Fiscal 2023 was primarily driven by a decline in revenue in the OEM distribution segment, which was partially offset by revenue growth in the design segment.
Historically, our sources of liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business. At September 30, 2022, our working capital was $4,362,000 compared to $5,587,000 at September 30, 2021, the decrease primarily due to higher payables and accrued expenses, partially offset by higher inventory levels.
At September 30, 2023, our working capital was $26,000 compared to $1,209,000 at September 30, 2022, which excludes discontinued assets held for sale. The decrease was primarily due to higher payables and accrued expenses and a decrease in accounts receivable, partially offset by an increase in cash.
Operating Income Operating income for the OEM distribution segment declined and operating income margin declined to 5.0% in Fiscal 2022, compared to 7.7% in Fiscal 2021, primarily due to rising material and importation costs and continued pricing pressure from our major diabetic customers.
Operating Income Operating income for the OEM distribution segment declined and operating income margin declined to 3.1% in Fiscal 2023, compared to 5.0% in Fiscal 2022, driven by lower gross margins and a shift in the mix of revenue.