Slide 1: It's Time to Move Forward at Forward Industries
Exhibit 99.1 IT’S TIME TO MOVE FORWARD AT FORWARD INDUSTRIES A presentation by The Forward Thinking Group December 2014
Slide 2: Disclaimer
Disclaimer This presentation is provided for discussion and general informational purposes only. It does not have regard to the specific investment objective, financial situation, suitability or the specific need of any specific person who may receive this presentation, and should not be taken as ad
Slide 3: Agenda
Agenda • Who is Terence Bernard Wise? • The Financial Facts • Improper Corporate Governance • Destruction of Forward's Capital Structure • A Vision for the Future 3
Slide 4: Who is Terence Bernard Wise?
Who is Terence Bernard Wise? My name is Terence Bernard Wise. I am Forward’s largest shareholder, holding 19.6% of Forward’s common stock, and I have served as a member of Forward’s Board of Directors since 2012. When I initially invested in Forward, I was motivated by my more than 35 years’ experie
Slide 5: The Financial Facts
THE FINANCIAL FACTS 5
Slide 6: Johnson assumed Forward's Chairmanship in August 2010
On August 10, 2010, Johnson assumed Forward’s Chairmanship – he has since handpicked the majority of Forward’s Board and management team, including four of the seven current directors and CEO Robert Garrett Since then, Forward’s Board and management have only proven wasteful, opaque and entrenched N
Slide 7: Over 68% loss of share value
8/9/10 12/11/14 Stock Price $3.34 $1.05 Market Cap $26.6M $8.87M Enterprise Value $6.73M $2.17M $1.05 Over 68% loss of share value 7
Slide 8: Cash reserves have dropped over 65%
$6.5M $19.9M Cash reserves have dropped over 65% 8
Slide 9: Balance sheet value has plunged from $22.5M to $9.2M
59% Balance sheet value has plunged from $22.5M to $9.2M 9
Slide 10: Johnson initiatives have been burning corporate funds
• $7.4M in losses over 2 years from failed retail operation • $5.9M in losses over 3 years from OEM business • Almost $1M in losses over 1 year from mismanagement of investment portfolio – almost half the portfolio’s size! • Administrative fees wasted from twice relocating Forward’s HQ • Legal fees
Slide 11: Improper Corporate Governance
IMPROPER CORPORATE GOVERNANCE 11
Slide 12: Forward suffers from a dysfunctional management team and weak Board
Over the past two months alone, two Johnson affiliates – Tim Gordon and Owen King – have resigned from the Board and were replaced with lock-step Johnson supporters CEO New York City COO Irvine, Headquarters California West Palm, Beach, Florida Forward suffers from a dysfunctional management team an
Slide 13: Johnson affiliates serve on all standing and special committees
Johnson affiliates serve on all standing and special committees – and are often the only members 13
Slide 14: August 2012 investment portfolio managed by Johnson's hedge fund
In August 2012, the Board authorized an ostensibly low-risk investment portfolio to be managed by Johnson and his hedge fund, LaGrange Capital Administration …for a 1% asset-based fee and a 20% performance fee …Johnson has pursued a reckless strategy of high volume and volatile short-swing trading,
Slide 15: June 2013 issuance of 6% senior convertible preferred stock
In June 2013, a special committee of the Board (comprised of Gordon, King and Chiste) unilaterally designated and issued 6% senior convertible preferred stock …without informing or seeking approval from the full Board …offered only to Johnson insiders …offered at no premium, despite preferential ter
Slide 16: February 2014 office lease with LaGrange Capital
In February 2014, Johnson and Garrett concluded a rental agreement to lease office space in New York from LaGrange Capital …without informing or seeking approval from the full Board …to be used only by Garrett, despite HQ being in Florida …the initial agreement called for $2,500/month …just two mont
Slide 17: Destruction of Forward's Capital Structure
DESTRUCTION OF FORWARD’S CAPITAL STRUCTURE 17
Slide 18: Affiliates trying to dilute shareholders through convertible preferred stock
Johnson and his affiliates are trying to significantly dilute Forward’s existing shareholders through another issuance of convertible preferred stock • In July 2014, Johnson and his • Johnson and his affiliates affiliates filed an application for pushed through a Board vote the issuance of preferred
Slide 19: Spending on a failed M&A strategy
• Forward has spent upwards of FORWARD 10-K FISCAL 2013 RESULTS $150,000 pursuing West Palm Beach, Florida an M&A strategy December 12, 2013 with zero results “In addition to our organic growth and diversification efforts, • Johnson has we are beginning an active search process demanded an to identi
Slide 20: Acquisition risking all of Forward's existing assets
Johnson and his affiliates are pursuing an acquisition that risks all of Forward’s existing assets to enter into an entirely different industry This acquisition would… …commit Forward to acquire a company in the financial publishing industry, which has zero synergy with our core business and no accr
Slide 21: A Vision for the Future
A VISION FOR THE FUTURE 21
Slide 22: Dear Fellow Forward Shareholder
Dear Fellow Forward Shareholder, As a shareholder, you must be wondering how Forward has been reduced to its current dismal state. I hope that we have been able to convey just how poor and self-serving the conduct of the Johnson-led Board and management team has been. As Forward’s largest investor,
Slide 23: Our slate of independent director nominees
Our slate of director nominees is comprised of highly- qualified and truly independent individuals, selected for critical competencies and new perspectives We represent a broad spectrum of both public and private business experience, including executive management and director positions at NASDAQ-li
Slide 24: Michael Luetkemeyer and N. Scott Fine
Michael Luetkemeyer • Former CFO of TranS1, Inc., a NASDAQ-listed medical device company, from April 2007 through March 2010 • Independent consultant in the areas of strategic planning, financial management and infrastructure development • Former SVP, CFO and director of Micromuse, Inc., a NASDAQ-li
Slide 25: Eric Freitag and Howard Morgan
Eric Freitag • Group Director of Product Innovation for R/GA, an international digital advertising agency, focusing on brand development and technology • Specializes in the healthcare sector with extensive experience working with pharmaceutical, medical device and healthcare provider clients • Forme
Slide 26: Terence Bernard Wise
Terence Bernard Wise • Served as a director of Forward since February 2012 • Over 30 years' experience in the furniture, plastics, luggage and accessories industries • Principal and Chairman of The Justwise Group Limited, which he founded in 1977, a company that specializes in the procurement of con
Slide 27: Asia-Pacific sourcing arrangement produced positive financial growth
Forward’s sourcing arrangement with Terry Wise’s company, Forward Industries Asia-Pacific Corporation, has produced the only source of positive financial growth FORWARD 10-Q FIRST QUARTER RESULTS February 11, 2013 “…we continue to see the underlying strength of our OEM business, as evidenced by the
Slide 28: Our intentions for Forward
We intend to: 1) Reinvigorate executive management to work collaboratively with HQ and implement a focused business strategy to deliver shareholder value 2) Develop our sales offering to broaden product categories and custom-made solutions while implementing a cohesive and global sales strategy 3) S
Slide 29: Action Plan: The First 90 Days
Action Plan: The First 90 Days 10 Days After AGM 20 Days After AGM • Replace Rob Garrett with interim CEO, • Interim CEO and Audit Committee to meet with Mike Luetkemeyer outside auditors • Appoint new Chairman • Interim CEO to meet with key US and overseas • Determine standing committee customers m
Slide 30: Action Plan: The First 90 Days
Action Plan: The First 90 Days 40 Days After AGM 70 Days After AGM • Engagement of executive recruiter to find • Complete assessment and transition plans, where permanent CEO required, of senior management team with executive • Board meeting to amend Bylaws based recruiter, with an agreed action pla
Slide 31: We can return shareholder value
We can return shareholder value with the skill, expertise and analytical rigor Forward needs 31
Slide 32: New Management
<< New Management >> •Forward needs a CEO who actively promotes the business and develops our client networks •Shareholders are not being effectively represented by executives who are based thousands of miles away from the Florida HQ and remain disengaged from Forward’s core business and clientele •
Slide 33: Broadening the Sales Offering
<< Broadening the Sales Offering >> • We intend to further develop our ‘Compliance Solutions’ concept to broaden our customer offerings, including providing larger customers • We with intend to technical consider and compliance potential assistance acquisitions that strengthen our core business and
Slide 34: Ensuring Operational Excellence
<< Ensuring Operational Excellence >> • We intend to conduct a full review of Forward’s cost structure with an eye towards operating leanly, reducing overhead and rationalizing Board pay • We intend to prioritize establishing responsive and open communication practices with shareholders • We intend
Slide 35: Vote on the GOLD Proxy Card Today
Don’t Allow the Value Destruction to Continue We Urge You to Vote on the GOLD Proxy Card Today If you have questions or need assistance in voting your shares, please contact our proxy solicitor: INNISFREE M&A INCORPORATED Stockholders call toll-free: (877) 800-5187 Banks and Brokers call collect: (2