CRAWFORD UNITED Corp - Quarter Report: 2015 March (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31,
2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______ .
HICKOK
INCORPORATED
_____________________________________________________________
(Exact name of registrant as specified in its charter)
Ohio |
34-0288470 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
10514 Dupont Avenue, Cleveland, Ohio |
44108 |
(Address of principal executive offices) |
(Zip Code) |
(Registrant's telephone number, including area code) |
(216) 541-8060 |
Indicate
by check
whether
the registrant (1) has filed all reports required to be filed by
Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months
(or for such shorter period that the registrant was required to file
such
reports), and (2) has been subject to such filing requirements for the
past
90 days.
Yes
X
No___
Large accelerated filer [ ] |
Accelerated
filer [ ] |
Non-accelerated filer [ ] |
Small reporting company [X] |
Item 1. Financial Statements.
HICKOK
INCORPORATED
CONSOLIDATED
INCOME STATEMENTS
(Unaudited)
March 31, |
March 31, |
|
|
|
|
|
Net Sales | ||||
Product Sales |
$1,038,783
|
$1,057,684
|
$2,139,097
|
$2,038,079
|
Service Sales |
52,399
|
58,783
|
114,303
|
128,630 |
|
|
|
|
|
Total Net Sales |
1,091,182
|
1,116,467 |
2,253,400
|
2,166,709 |
|
||||
Costs and Expenses | ||||
Cost of Product Sold |
673,846
|
639,984 |
1,433,356
|
1,295,284 |
Cost of Service Sold |
35,345
|
48,452
|
75,948
|
82,556
|
Product Development |
260,507
|
253,154 |
496,445
|
484,210 |
Marketing and Administrative Expenses |
400,570
|
474,545
|
799,969
|
928,542 |
Interest Charges |
171
|
- |
299 | - |
Other Income |
(2,594)
|
(2,013)
|
(5,298)
|
(5,941)
|
|
|
|
|
|
Total Costs and Expenses |
1,367,845
|
1,414,122
|
2,800,719
|
2,784,651 |
|
|
|
|
|
Income (Loss) before Provision for Income Taxes |
(276,663)
|
(297,655)
|
(547,319)
|
(617,942)
|
Provision for (Recovery of) Income Taxes |
-
|
-
|
-
|
-
|
|
|
|
|
|
Net Income (Loss) | $(276,663) | $(297,655) | $(547,319) | $(617,942) |
|
|
|
|
|
Earnings per Common Share: | ||||
Net Income (Loss) | $(.17) | $(.18) | $(.33) | $(.38) |
|
|
|
|
|
Earnings per Common Share Assuming Dilution: | ||||
Net Income (Loss) | $(.17) | $(.18) | $(.33) | $(.38) |
|
|
|
|
|
Dividends per Common Share |
$-0-
|
$-0-
|
$-0-
|
$-0-
|
|
|
|
|
See
Notes to
Consolidated
Financial Statements
HICKOK
INCORPORATED
CONSOLIDATED
BALANCE SHEET
2015 (Unaudited) |
2014 (Note) |
2014 (Unaudited) |
||
Assets | ||||
Current Assets | ||||
Cash and Cash Equivalents |
$282,401
|
$390,327
|
$153,048
|
|
Trade Accounts Receivable-Net |
593,265
|
1,172,268 |
453,384
|
|
Notes Receivable - Current |
- |
- |
- |
|
Inventories |
1,778,854
|
1,714,197
|
2,020,358
|
|
Prepaid Expenses |
68,203
|
37,989
|
87,258
|
|
|
|
|
||
|
2,722,723
|
3,314,781
|
2,714,048
|
|
|
|
|
||
Property, Plant and Equipment | ||||
Land |
233,479
|
233,479
|
233,479
|
|
Buildings |
1,429,718
|
1,429,718
|
1,429,718
|
|
Machinery and Equipment |
2,541,835
|
2,516,380
|
2,466,316
|
|
|
|
|
||
4,205,032
|
4,179,577
|
4,129,513 | ||
Less: Allowance for Depreciation |
3,833,311
|
3,800,551
|
3,785,212
|
|
|
|
|
||
|
371,721
|
379,026
|
344,301
|
|
|
|
|
||
Other Assets | ||||
Notes Receivable - Long-term |
4,100
|
4,100
|
4,100
|
|
Deposits |
1,750 |
1,750 |
1,750 |
|
|
|
|
||
|
5,850
|
5,850
|
5,850
|
|
|
|
|
||
Total Assets |
$3,100,294
|
$3,699,657
|
$3,064,199
|
|
|
|
|
Note:
Amounts
derived from audited financial statements previously filed with the
Securities
and Exchange Commission
See
Notes
to Consolidated Financial Statements
2015 (Unaudited) |
2014 (Note) |
2014 (Unaudited) |
||
Liabilities and Stockholders' Equity | ||||
Current Liabilities | ||||
Short-Term Financing |
$- |
$- |
$- |
|
Convertible Notes Payable - related party |
200,000 |
- |
- |
|
Trade Accounts Payable |
206,049
|
145,557
|
416,427
|
|
Accrued Payroll & Related Expenses |
141,637
|
132,719
|
165,476
|
|
Accrued Expenses |
310,968
|
178,815
|
332,987
|
|
Accrued Taxes Other Than Income |
29,392
|
48,342
|
17,689 | |
Accrued Income Taxes |
-
|
-
|
-
|
|
|
|
|
||
|
888,046
|
505,433
|
932,579
|
|
|
|
|
||
Long-Term
Liabilities |
||||
Convertible Notes Payable - related party | - |
200,000 |
- |
|
Accrued Expenses |
- |
235,200 |
- |
|
|
|
|
||
Total Long-term Liabilities |
- |
435,200 |
- |
|
Stockholders' Equity | ||||
Class
A, no
par
value; authorized 10,000,000 shares; 1,163,349 shares outstanding (1,163,349 shares outstanding at September 30, 2014 and March 31, 2014) excluding 15,795 shares in treasury |
1,261,188
|
1,261,188
|
1,261,188
|
|
Class
B, no
par
value; authorized 2,500,000 shares; 474,866 shares outstanding (474,866 shares outstanding at September 30, 2014 and March 31, 2014) excluding 667 shares in treasury |
474,866
|
474,866
|
474,866 |
|
Preferred, no par value; authorized 1,000,000 shares; no shares outstanding |
- |
- |
- |
|
Contributed Capital |
1,488,560
|
1,488,017
|
1,486,931
|
|
Retained
Earnings (Deficit) |
(1,012,366)
|
(465,047)
|
(1,091,365)
|
|
|
|
|
||
|
2,212,248
|
2,759,024
|
2,131,620
|
|
|
|
|
||
Total Liabilities and Stockholders' Equity |
$3,100,294
|
$3,699,657
|
$3,064,199
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31,
(Unaudited)
2015 | 2014 | |
Cash Flows from Operating Activities: | ||
Cash received from customers | $2,832,403 | $2,351,641 |
Cash paid to suppliers and employees | (2,915,519) | (3,060,392) |
Interest paid | - | - |
Interest received | 645 |
501 |
Income taxes (paid) refunded | - | - |
|
|
|
Net Cash Provided By (Used In) Operating Activities | (82,471) | (708,250) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (25,455) | (77,554) |
|
|
|
Net Cash Provided By (Used In) Investing Activities | (25,455) | (77,554) |
|
|
|
Net increase (decrease) in cash and cash equivalents | (107,926) | (785,804) |
Cash and cash equivalents at beginning of year | 390,327 | 938,852 |
|
|
|
Cash and cash equivalents at end of second quarter | $282,401 | $153,048 |
|
|
|
See Notes to Consolidated Financial Statements |
||
|
||
2015 | 2014 | |
Reconciliation of Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities: | ||
Net Income (Loss) | $(547,319) | $(617,942) |
Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities: | ||
Depreciation | 32,760 | 32,760 |
Share-based
compensation expense |
543 |
1,751 |
Deferred income taxes |
- |
- |
Changes in assets and liabilities: | ||
Decrease (Increase) in accounts receivable | 579,003 | 184,932 |
Decrease (Increase) in inventories | (64,657) | (430,542) |
Decrease (Increase) in prepaid expenses | (30,214) | (54,916) |
Increase (Decrease) in accounts payable | 60,492 | 242,191 |
Increase (Decrease) in accrued payroll and related expenses | 8,918 | 22,957 |
Increase (Decrease) in accrued expenses and accrued taxes other than income | (121,997) | (89,441) |
|
|
|
Total Adjustments | 464,848 | (90,308) |
|
|
|
Net Cash Provided By (Used In) Operating Activities | $(82,471) | $(708,250) |
|
|
|
HICKOK
INCORPORATED
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH
31,
2015
1. Basis
of
Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended September 30, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2014.
2. Inventories
Inventories
are
valued
at the lower of cost or market and consist of the following:
2015 |
|
2014 |
|
Components |
$1,140,410
|
$1,066,672
|
$941,852
|
Work-in-Process |
508,069
|
521,424
|
908,124
|
Finished Product |
130,375
|
126,101
|
170,382
|
|
|
|
|
$1,778,854
|
$1,714,197
|
$2,020,358
|
|
|
|
|
The
above
amounts
are net of reserve for obsolete inventory in the amount of $368,564,
$363,500 and $828,376 for the periods ended
March 31, 2015, September 30, 2014 and March 31, 2014 respectively.
3. Notes
receivable
The
Company has a note receivable with a current employee at an
interest rate
of three percent per annum. The Company does not anticipate repayment
within the next twelve months.
4. Convertible
Notes Payable
The note was convertible by the Investor at any time into Class A Common Shares of the Company, at a conversion price of $1.85 per share, although up to no more than 504,735 Conversion Shares. The Company had the option to convert the note at the expiration date, if the investor had not during the course of the agreement. On December 30, 2011, Roundball converted $233,438 into Class A Common Shares of the Company. In addition, on August 20, 2012 Roundball converted the remaining $233,441 under the Convertible Loan Agreement into Class A Common Shares of the Company.
On December 30, 2012 management entered into an amended Convertible Loan Agreement with Roundball which may provide approximately $467,000 of liquidity to meet on going working capital requirements. The amended Convertible Loan Agreement was by and between the Company and a major shareholder who is also a Director modifying the terms and extending the due date of the loan agreement from December 30, 2012 to December 31, 2013 and modified the terms to allow $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.24%.
In partial consideration for Amendment No. 1, the Company and Roundball entered into a Warrant Agreement, dated December 30, 2012, whereby the Company issued a warrant to Roundball to purchase, at its option, up to 100,000 shares of Class A Common Stock of the Company at an exercise price of $2.50 per share, subject to certain anti-dilution and other adjustments. If not exercised, this warrant will expire on December 30, 2015. Roundball is an affiliate of Steven Rosen, a Director of the Company.
The Company used the Black-Scholes option pricing model to determine the fair value estimate for recognizing the cost of services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. The warrants are immediately exercisable and expire in December 2015. The fair value of the warrants issued was amortized over the one year amended convertible loan agreement period.
On December 30, 2013 management entered into Amendment No. 2 of the Convertible Loan Agreement with Roundball which continued to provide approximately $467,000 of liquidity to meet on going working capital requirements. The amended Convertible Loan Agreement was by and between the Company and a major shareholder who is also a Director modifying the terms and extending the due date of the loan agreement from December 30, 2013 to December 30, 2014 and continues to allow $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.25%.
During fiscal year ended September 30, 2014, the Company borrowed $200,000 against this agreement. As of March 31, 2015, the outstanding balance on the Roundball convertible note was $200,000.
On December 31, 2014, management entered into Amendment No. 3 of the Convertible Loan Agreement with Roundball which continues to provide approximately $467,000 of liquidity to meet on going working capital requirements. The amended Convertible Loan Agreement is by and between the Company and a major shareholder who is also a Director modifying the terms and extending the due date of the loan agreement from December 30, 2014 to December 30, 2015 and continues to allow $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.34% and to provide, subject to approval of the holders of two-thirds of the Class A Common Shares, for the issuance of up to an aggregate of 252,367 Class B Common Shares, which are entitled to three votes per share, upon conversion. The proposal to authorize the issuance of Class B Common Shares upon conversion of the convertible note did not pass by a vote of the holders of Class A Common Shares at the Annual Shareholders meeting held on April 2, 2015.
5. Short-term
Financing
The agreement provided for a revolving credit facility of $250,000 with interest at 0.24% per annum and was unsecured and included a three year warrant for 100,000 shares of Class A common stock at a price of $2.50 per share. In addition, the agreement generally allowed for borrowing based on an amount equal to eighty percent of eligible accounts receivables or $250,000. The revolving line of credit was not extended.
In partial
consideration for the original extension of the revolving credit
facility the Company and Bauman entered into a Warrant Agreement, dated
December 30, 2012 whereby the Company issued a warrant to Bauman to
purchase, at his option, up to 100,000 shares of Class A Common Stock
of the Company at an exercise price of $2.50 per share, subject to
certain anti-dilution and other adjustments. If not exercised, this
warrant will expire on December 30, 2015.
The Company used the Black-Scholes option pricing model to determine the fair value estimate for recognizing the cost of services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. The warrants are immediately exercisable and expire in December 2015. The fair value of the warrants issued was amortized over the one year credit agreement period.
6. Capital Stock, Treasury Stock, Contributed Capital and Stock Options
Unissued shares of Class A common stock (947,233 shares) are reserved for the share-for-share conversion rights of the Class B common stock, stock options under the Directors Plans, conversion rights of the Convertible Promissory Note and available warrants.
On February 27, 2013, the Company's 2013 Omnibus Equity Plan was approved and adopted by an affirmative vote of a majority of the Company's Class A and Class B Shareholders.
The 2013 Omnibus Plan will provide the Company with the flexibility to grant a variety of share-based awards for covered employees, consultants and Directors. The 2013 Omnibus Plan provides for the grant of the following types of incentive awards: stock options, stock appreciation rights, restricted shares, restricted share units, performance shares and Class A Common Shares. Those who will be eligible for awards under the 2013 Omnibus Plan include employees who provide services to the Company and its affiliates, executive officers, non-employee Directors and consultants designated by the Compensation Committee. The Plan has 150,000 Class A Common Shares reserved for issuance. The Class A Common Shares may be either authorized, but unissued, common shares or treasury shares. No share-based awards have been granted under the 2013 Omnibus Equity Plan as of March 31, 2015.
The Company's expired Outside Directors Stock Option Plans (collectively the "Directors Plans"), have provided for the automatic grant of options to purchase up to 20,000 shares of Class A Common Stock to members of the Board of Directors who are not employees of the Company, at the fair market value on the date of grant. Options for 20,000 Class A shares were outstanding at March 31, 2015 (22,000 shares at September 30, 2014 and 29,000 shares at March 31, 2014) at prices ranging from $2.925 to $11.00 per share. Options for 2,000 shares expired during the three month period ended March 31, 2015 at $6.45 per share. In addition, options for 2,000 shares expired during the three month period ended March 31, 2014 at $7.25 per share. All outstanding options under the expired Directors Plans became fully exercisable on March 8, 2015.
The following is a summary of the range of exercise prices for stock options outstanding and exercisable under the expired Directors Plans at March 31, 2015:
Directors
Plans |
|
Share Price |
Weighted
Average Remaining Life
|
Number
of Stock
Options
Exercisable |
Weighted
Average Share
Price |
Range of exercise prices: | |||||
$2.925 - 5.25 |
13,000
|
$3.28
|
5.4
|
13,000 |
$3.28 |
$6.00 - 7.25 |
3,000
|
$6.00
|
5.0
|
3,000 |
$6.00 |
$10.50 - 11.00 |
4,000
|
$10.75
|
2.5
|
4,000 |
$10.75 |
|
|
||||
20,000
|
$5.18
|
|
20,000 |
$5.18 |
|
|
|
The
Company accounts
for Share-Based Payments under the modified prospective method for its
stock
options for
both
employees and non-employee Directors. Compensation cost for
fixed
based
awards are measured at the grant date, and the Company uses the
Black-Scholes
option pricing model to determine the fair value estimates for
recognizing
the cost of employee and director services received in exchange for an
award
of equity instruments. The Black-Scholes
option
pricing
model requires the use of subjective assumptions which can materially
affect
the fair value estimates. Employee stock
options are
immediately
exercisable while Director's stock
options are
exercisable over a three year period. The fair value of stock option
grants to Directors
is amortized over the three year vesting period. During the three and
the
six month periods ended March 31, 2015 and 2014
respectively $0 and
$543; $543 and $1,751 was
expensed as
share-based compensation. The following
weighted-average
assumptions
were used in the option pricing model for the three and six month
periods
ended March 31, 2015 and 2014 respectively: a risk free interest rate
of
5.0% and 5.0%; an expected life of 10 and 10 years; an expected
dividend yield
of 0.0% and 0.0%; and a volatility
factor
of .87 and .87.
7. Recently Issued Accounting Pronouncements
The
Company did not incur any material impact to its
financial condition or results of operations due to the adoption of any
new accounting standards during the periods reported.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition, and as such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ASU 2014-15 requires that an entity’s management evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. ASU 2014-15 is effective for annual periods beginning after December 15, 2016 and for interim periods thereafter. The Company is evaluating the potential impacts of this new standard on its quarterly reporting process.
8. Earnings per Common Share
Earnings per common share information is computed on the weighted average number of shares outstanding during each period based on the provisions of FASB Codification ASC Topic 260, "Earnings per Share." The required reconciliations are as follows:
March 31, |
March 31, |
|
|
|
|
|
Basic Income (Loss) per Share | ||||
Income (Loss) available to common stockholders |
$(276,663)
|
$(297,655)
|
$(547,319)
|
$(617,942)
|
Shares denominator |
1,638,215
|
1,638,215
|
1,638,215
|
1,638,215
|
Per share amount |
$(.17)
|
$(.18)
|
$(.33)
|
$(.38)
|
|
|
|
|
|
Effect of Dilutive Securities | ||||
Average shares outstanding |
1,638,215 |
1,638,215
|
1,638,215 |
1,638,215
|
Stock options |
-*
|
-*
|
-*
|
-*
|
|
|
|
|
|
1,638,215
|
1,638,215
|
1,638,215
|
1,638,215
|
|
Diluted Income (Loss) per Share | ||||
Income (Loss) available to common stockholders |
$(276,663)
|
$(297,655)
|
$(547,319)
|
$(617,942)
|
Per share amount |
$(.17)
|
$(.18)
|
$(.33)
|
$(.38)
|
|
|
|
|
|
* Net effect of
stock options and warrants were antidilutive for the period. |
Options and warrants to purchase 20,000 and 200,000 shares of common stock respectively during the second quarter and the first six months of fiscal 2015 at prices ranging from $2.50 to $11.00 per share were outstanding but were not included in the computation of diluted earnings per share because the option's and warrant's effect was antidilutive or the exercise price was greater than the average market price of the common share.
In addition, conversion rights to purchase 252,367 shares of common stock during the second quarter and the first six months of fiscal 2015 at a price of $1.85 per share were not included in the computation of diluted earnings per share because the conversion rights of the Convertible Promissory Notes effect was antidilutive or the exercise price was greater than the average market price of the common share.
Options and
warrants
to purchase 29,000
and 200,000 shares of common
stock respectively during the second quarter and the first six months
of fiscal 2014
at prices ranging from $2.50
to $11.00
per share
were outstanding but were not included in the computation of diluted
earnings
per share because the option's and warrant's effect was antidilutive or
the exercise
price
was greater than the average market price of the common share.
In addition, conversion rights to purchase 252,367 shares of common stock during the second quarter and the first six months of fiscal 2014 at a price of $1.85 per share were not included in the computation of diluted earnings per share because the conversion rights of the Convertible Promissory Notes effect was antidilutive or the exercise price was greater than the average market price of the common share.
9. Segment and Related Information
The Company's four business units have a common management team and infrastructure that offer different products and services. The business units have been aggregated into two reportable segments: 1.) indicators and gauges and 2.) automotive related diagnostic tools and equipment.
Indicators
and Gauges
This
segment consists
of
products
manufactured and sold primarily to companies in the aircraft and
locomotive
industry. Within the aircraft market, the primary customers are those
companies
that manufacture or service business, military and pleasure aircraft.
Within
the locomotive market, indicators and gauges are sold to both original
equipment
manufacturers and to operators of railroad equipment.
Automotive
Diagnostic
Tools and Equipment
This
segment
consists primarily of products designed and manufactured to support the
testing
or servicing of automotive systems using electronic means to measure
vehicle
parameters. These products are sold to OEM's and to the aftermarket
using
several brand names and a variety of distribution methods. Included in
this
segment are products used for state required testing of vehicle
emissions.
Information by industry segment is set forth below:
March 31, |
March 31, |
|
|
|
|
|||
Net Sales | ||||||
Indicators and Gauges |
$355,267
|
$346,196
|
$600,936
|
$750,601
|
||
Automotive Diagnostic Tools and Equipment |
735,915
|
770,271
|
1,652,464 |
1,416,108
|
||
|
|
|
|
|||
$1,091,182
|
$1,116,467
|
$2,253,400
|
$2,166,709
|
|||
|
|
|
|
|||
Income (Loss) before provision for Income Taxes | ||||||
Indicators and Gauges |
$62,103
|
$23,770
|
$64,596
|
$89,404
|
||
Automotive Diagnostic Tools and Equipment |
(91,159)
|
(14,140)
|
(122,547)
|
(101,210)
|
||
General
Corporate Expenses |
(247,607) |
(307,285) |
(489,368) |
(606,136) |
||
|
|
|
|
|||
$(276,663)
|
$(297,655)
|
$(547,319)
|
$(617,942)
|
|||
|
|
|
|
|||
Asset Information | ||||||
Indicators and Gauges |
$794,095
|
$848,878
|
||||
Automotive Diagnostic Tools and Equipment |
1,575,734
|
1,622,450
|
||||
Corporate |
730,465
|
592,871
|
||||
|
|
|||||
$3,100,294
|
$3,064,199
|
|||||
|
|
|||||
Geographical Information | ||||||
Included in
the consolidated
financial statements are the following amounts related to geographical locations: |
||||||
Revenue: | ||||||
United States |
$1,068,123
|
$1,094,458
|
$2,195,582
|
$2,098,606
|
||
Australia |
3,675 |
- |
11,800 |
24,138 |
||
Canada |
15,896
|
10,222
|
35,554
|
21,714
|
||
Mexico |
3,488 |
7,848 | 10,464 |
18,312 |
||
Other foreign countries |
-
|
3,939
|
-
|
3,939
|
||
|
|
|
|
|||
$1,091,182
|
$1,116,467
|
$2,253,400
|
$2,166,709
|
|||
|
|
|
|
All
export sales to
Australia,
Canada, Mexico and
other foreign countries are made in United States
of
America Dollars.
Legal Matters
The Company is the plaintiff in a suit pursuing patent infringement against a competitor in the emissions market. Management believes that it is not currently possible to estimate the impact, if any, that the ultimate resolution of this matter will have on the Company's results of operations, financial position or cash flows.
11.
Subsequent
Events
The Company has analyzed its operations subsequent to March 31, 2015
through the date the financial statements were submitted to the
Securities and Exchange Commission and has determined that no
subsequent events have occurred that would require recognition in the
consolidated financial statements or disclosure in the notes to the
consolidated financial statements.
12. Business Condition and Management Plan
The
accompanying
consolidated financial statements have been
prepared assuming that the Company will continue as a going concern
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has suffered
recurring losses from operations during the past several years due
primarily to decreasing sales of existing product lines and a general
economic downturn in all markets the Company serves. The resulting
lower sales levels have impacted the Company's accounts receivable and
cash balances, if this situation continues it may prevent the Company
from generating sufficient cash flow to sustain its operations.
The ability
of the Company to continue as a going concern is dependent
on improving the Company's profitability and cash flow and securing
additional financing if needed. Management continues to review and
revise its strategic plan and believes in the viability of its strategy
to increase revenues and profitability through increased sales of
existing products and the introduction of new products to the market
place. Management believes that the actions presently being taken by
the Company will provide the stimulus for it to continue as a going
concern, however, because of the inherent uncertainties there can be no
assurances to that effect. These consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. Additionally, the Company has net operating loss
carryforwards, currently valued at $0, that offset taxable income.
In
addition, on December 31, 2014, management entered into an
amended unsecured convertible loan agreement which may provide
approximately $467,000 of
liquidity to meet on going working capital requirements. The unsecured
convertible loan
agreement is with a major shareholder who is also a Director modifying
the terms and extending the due date of the loan agreement and
continues to allow $250,000 of borrowing on the agreement at the
Company's discretion.
This facility is available through December 2015. The Company borrowed
$200,000 on the loan agreement during the fiscal year ended September
30, 2014 and it is
outstanding at March 31, 2015.
Management’s
strategic plan to increase revenues and
profitability through increased sales of existing products, the
introduction of new products to the market place, the Company's
continued efforts on several large potential orders with OEM's, and
other additional short-term or long-term financing is expected to provide
the Company with the needed
working capital for the next twelve months.
13. Potential Acquisition
The Company
is engaged in discussions with First Francis Company, Inc.,
an entity affiliated with two
directors of Hickok Incorporated, concerning a potential acquisition of
Federal
Hose LLC, a wholly owned subsidiary of First Francis. The Company has
signed a non-binding Letter of Intent with First Francis and the terms of the
potential
transaction are still being negotiated.
Item
2.
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
Results
of
Operations,
Second Quarter (January 1, 2015 through March 31, 2015)
Fiscal
2015
Compared to Second Quarter Fiscal 2014
-----------------------------------------------------------------------------------------
Reportable Segment Information
The Company has determined that it has two reportable segments: 1)
indicators and gauges and 2) automotive related diagnostic tools and
equipment. The indicators and gauges segment consists of products
manufactured and sold primarily to companies in the aircraft and
locomotive industry. Within the aircraft market, the primary customers
are those companies that manufacture or service business, military and
pleasure aircraft. Within the locomotive market, indicators and gauges
are sold to original equipment manufacturers, servicers of locomotives
and operators of railroad equipment. Revenue in this segment was
$355,267 and $346,196 for the second quarter of fiscal 2015 and fiscal
2014, respectively and $600,936 and $750,601 for the first six months
of fiscal 2015 and fiscal 2014, respectively.
The automotive diagnostic tools and equipment segment consists
primarily of products designed and manufactured to support the testing
or servicing of automotive systems using electronic means to measure
vehicle parameters. These products are sold to OEM's and to the
aftermarket using several brand names and a variety of distribution
methods. Included in this segment are products used for state required
testing of vehicle emissions. Revenue in this segment was $735,915
and $770,271 for the second quarter of fiscal 2015 and fiscal 2014,
respectively, and $1,652,464 and $1,416,108 for the first six months of
fiscal 2015 and fiscal 2014, respectively.
Results of Operations
Service sales for the quarter ended March 31, 2015 were $52,399 versus $58,783 for the quarter ended March 31, 2014. The decrease was volume related and due primarily to a lower sales volume for chargeable repairs. The current level of service sales related to product repair sales is expected to continue for the balance of the fiscal year.
Cost of product sold in the second quarter of fiscal 2015 was $673,846 (64.9% of product sales) as compared to $639,984 (60.5% of product sales) in the second quarter of fiscal 2014. The dollar and percentage increase in the cost of product sold was due primarily to reduced plant utilization and a change in product mix. The current cost of product sold percentage is expected to decrease significantly for the balance of the fiscal year due to both increased plant utilization and a change in product mix.
Cost of service sold in the second quarter of fiscal 2015 was $35,345 (64.9% of service sales) as compared to $48,452 (82.4% of service sales) in the second quarter of fiscal 2014. The dollar and percentage decrease was due primarily to a lower service sales volume and product specifics of chargeable repairs in the current quarter. The current cost of services sold percentage is anticipated to continue for the balance of the fiscal year.
Product development expenses were $260,507 in the second quarter of fiscal 2015 (25.1% of product sales) as compared to $253,154 (23.9% of product sales) in the second quarter of fiscal 2014. The percentage increase was due primarily to lower product sales during the current quarter. The dollar increase was due primarily to an increase in labor costs of approximately $9,000 offset in part by a decrease in research and experimental material of approximately $2,000. The current level of product development expenses is expected to continue for the balance of the fiscal year. The Company believes the existing resources will be sufficient to continue to develop identified new products for both OEM and Aftermarket customers.
Marketing and administrative expenses were $400,570 (36.7% of total sales) in the second quarter of 2015 versus $474,545 (42.5% of total sales) for the same period a year ago. Marketing expenses were approximately $151,000 in the second quarter of fiscal 2015 versus $165,000 for the same period a year ago. Within marketing expenses, royalty expense, promotion expense, advertising expense and outside consulting decreased by approximately $9,000, $6,000, $4,000 and $2,000 respectively. These decreases were offset in part by increases in commission expense, labor costs and credit and collection expense of approximately $3,000, $2,000 and $2,000 respectively. Administrative expenses were approximately $250,000 in the second quarter of fiscal 2015 versus $309,000 for the same period a year ago. Within administrative expenses professional fees, rent machinery and equipment, directors travel expenses and data processing expenses decreased by approximately $60,000, $2,000, $2,000 and $2,000 respectively. The decreases were offset primarily by an increase in labor costs and repairs and maintenance machinery and equipment of approximately $6,000 and $1,000 respectively. The current level of marketing and administrative expenses are expected to continue for the balance of the fiscal year unless discussions regarding a possible acquisition require additional professional fees. See Discussions Regarding Potential Acquisition section below.
Interest expense was $171 in the second quarter of fiscal 2015 which compares to $0 in the second quarter of fiscal 2014. The increase in interest charges in the current quarter compared to a year ago was due to recording interest expense on the convertible note payable during the current year second quarter. The current level of interest expense is expected to increase moderately for the remainder of the fiscal year due to expected short-term borrowing during the balance of the year.
Other income was $2,594 in the second quarter of fiscal 2015 which compares with $2,013 in the second quarter of fiscal 2014. Other income consists primarily of interest income on cash and cash equivalents invested and the proceeds from the sale of scrap metal shavings. The increase was due primarily to a higher level of scrap metal sales during the current quarter.
Income taxes in the second quarter of fiscal 2015 were $0 which compares with income taxes of $0 in the second quarter of fiscal 2014. In the second quarter of fiscal 2015 recovery of income taxes was calculated at an effective tax rate of 37% offset by an increase in the valuation allowance netting to $0. In the second quarter of fiscal 2014 income taxes were recorded at an effective tax rate of 37% offset by an increase in the valuation allowance netting to $0.
The net loss in the second quarter of fiscal 2015 was $276,663 which compares with a net loss of $297,655 in the second quarter of fiscal 2014. The net loss in fiscal 2015 and 2014 was primarily the result of low sales volume.
Unshipped customer orders as of March 31, 2015 were $1,232,000 versus $2,427,000 at March 31, 2014. The decrease was due primarily to decreased orders for diagnostic products to automotive OEM's of approximately $1,175,000. Orders for diagnostic aftermarket products and emissions products increased by approximately $12,000 and $35,000 respectively. In addition, orders for indicator products decreased by approximately $67,000. The Company anticipates that most of the current backlog will be shipped in the last half of fiscal 2015. The current order backlog includes substantially smaller automotive diagnostic product orders while the prior year order backlog benefited from an automotive diagnostic product order of approximately $1,800,000.
Results
of Operations,
Six Months Ended March 31, 2015
Compared
to Six Months Ended March 31, 2014
Product sales for the six months ended March 31, 2015 were $2,139,097 versus $2,038,079 for the same period in fiscal 2014. The increase in product sales during the first six months of the current fiscal year was volume related due primarily to increased sales of automotive diagnostic testing products, primarily, automotive diagnostic testing products to the aftermarket and OEM's of approximately $171,000 and $60,000 respectively. Sales of emission products products decreased by approximately $10,000. In addition, sales of indicator products decreased by approximately $120,000. Management anticipates product sales for the third and fourth quarter will increase significantly due to the large orders received in January, new product introductions and to anticipated improvement in other markets the Company serves.
Service
sales for the six
months ended March 31, 2015 were $114,303
compared with $128,630 for the same period in fiscal 2014. The decrease
was volume related and due primarily to a lower sales volume for
chargeable repairs. The current level of service sales related to
product repair sales is expected to continue for the balance of
the
fiscal year.
Cost of product sold was
$1,433,356 or (67.0% of product sales)
compared to $1,295,284 (63.6% of product sales) for the six months
ended March 31, 2014. The dollar and percentage increase in the cost of
product
sold was due primarily to lower plant
utilization
and a change in product mix. The current cost of
product sold
percentage is expected to decrease significantly for the
balance of the
fiscal year due to both increased plant utilization and an improved
product mix.
Cost
of service sold was
$75,948 (66.4% of service sales) compared
with $82,556 (64.2% of service sales) for the six months ended March
31, 2014. The dollar and percentage increase was due primarily to lower
plant utilization and product specifics of chargeable repairs. The
cost of services sold percentage is
expected to decrease slightly for the balance of the fiscal year.
Product development expenses
were $496,445 (23.2% of product sales)
compared to $484,210 (23.8% of product sales) for the six months ended
March 31, 2014. The percentage decrease was due primarily to higher
product sales during the current six months of fiscal 2015. The dollar
increase was due primarily to an increase in labor
costs of approximately $13,000 offset in part by a decrease in research
and experimental material of approximately $1,000. The
current level of
product
development expenses is expected to continue for the
balance
of the fiscal year. Management
believes the
existing and planned resources will be
sufficient to continue to develop identified new products for both OEM
and Aftermarket customers.
Marketing and administrative
expenses were $799,969 for the six months
ended March 31, 2015 (35.5% of total sales) versus $928,542 (42.9% of
total sales) for the six months ended March 31, 2014. The percentage
decrease was due primarily to the higher
level of total sales and lower expenses for the current six months of
fiscal 2015.
Marketing expenses were
approximately $306,000 during the first six months of the current
fiscal year as compared to $317,000 for the same period a year ago.
Within marketing expenses, decreases were primarily in royalties,
outside consulting, advertising and promotion expenses of
approximately $16,000, $4,000, $2,000 and $1,000 respectively. These
decreases
were offset in part by increases
in credit and collection expense, labor costs, travel expenses
and commission expense of
approximately
$5,000, $4,000, $2,000 and $2,000 respectively. Administrative
expenses were approximately $494,000 during the first six months of the
current fiscal year as compared to $612,000 for the same period a year
ago. The dollar decrease was due primarily to decreases in professional
fees, rent machinery and equipment and directors travel expenses of
approximately $120,000, $5,000 and $4,000 respectively, offset in part
by an increase in labor costs, data processing expenses and repairs and
maintenance machinery
and equipment
of approximately $6,000, $4,000 and $3,000 respectively.
The current level of marketing and administrative expenses are expected
to continue for the remainder of the fiscal year unless discussions regarding
a possible acquisition
require additional professional fees. See Discussions Regarding
Potential Acquisition section below.
Interest
expense was $299
for the six months ended March 31, 2015, and
$0 for the same period in 2014. The interest charges in
the current six month period were due to recording interest expense on
the convertible note payable.
The current level of interest expense is expected to increase
moderately for the
remainder of the
fiscal year due to expected short-term borrowing during the balance of
the year.
Other
income of $5,298
for the six months ended March 31, 2015 compares
with other income of $5,941 in the same period last year. Other income
consists primarily of interest income on cash and cash equivalents
invested and the proceeds from the sale of scrap metal shavings. The
decrease is due primarily to a lower level of scrap metal sales of
approximately during the current year six month period. The current
level of other income is expected to continue
for the
remainder of fiscal 2015.
Income taxes during the first six months of fiscal 2015 were $0 which
compares with income taxes of $0 in the first six months of fiscal
2014. In
the first six months of fiscal 2015 recovery of income taxes was
calculated at an
effective tax rate
of
37% offset by an increase in the valuation allowance netting to $0. In
the first six months of
fiscal 2014 income taxes were
recorded at an
effective tax rate of 37%
offset by an increase in the valuation allowance netting to $0.
The net
loss for
the six months ended March 31, 2015 was $547,319
compared with a net loss of $617,942 for the six months ended March 31,
2014. The net loss for the first half of fiscal 2015 and 2014 was
primarily
the
result of a low sales volume.
Total current assets were $2,722,723, $3,314,781 and $2,714,048 at
March 31, 2015, September 30, 2014 and March 31, 2014, respectively.
The increase of approximately $9,000 from March to March was due
primarily to the increase in cash and cash equivalents and accounts
receivable of
approximately $129,000 and
$140,000 respectively, offset by a decrease in inventory and prepaid
expenses of
approximately $241,000 and $19,000 respectively. The increase in cash
and cash equivalents and accounts receivable was due primarily to the
increase in the sales volume
during the period. The decrease in inventory was due to the use of
inventory for the large OEM order shipped in the third and fourth
quarter of fiscal 2014. The decrease from September to March
of approximately $592,000
was due primarily to the decrease in cash and cash equivalents and
accounts receivable of
approximately $108,000 and $579,000 respectively, offset in part by an
increase in inventory and prepaid expenses of
approximately $65,000 and $30,000 respectively. The decrease in
cash and cash equivalents and accounts receivable was due primarily to
the lower level of
sales during the
period. The increase
in
inventory
was due
to the purchase of inventory for the large OEM order to be shipped in
the third quarter of fiscal 2015.
Working capital as of March 31, 2015 amounted to $1,834,677 as compared
with $1,781,469 a year earlier. Current assets were 3.1 times current
liabilities compared to 2.9 a year ago. The quick ratio was 1.0
compared to .7 a year ago.
Internally generated funds during the six months ended March 31, 2015
were a negative $82,471 and were not adequate to fund the Company's
primary non-operating cash requirements consisting of capital
expenditures of $25,455. The primary reason for the negative cash flow
from operations
was the net loss during the period of $547,319 and a decrease in
accrued expenses of $121,997, offset by a decrease in accounts
receivable of $579,003. The
Company does anticipate additional capital expenditures during fiscal
2015 of approximately $175,000
primarily to complete the upgrade and replacement of the Company's IT
infrastructure. The
Company believes that cash and cash equivalents, together with funds
anticipated to be generated by operations in addition to available
short-term or long-term financing will provide adequate funding of the
Company's
working capital needs.
Shareholders' equity during the six months ended March 31, 2015
decreased by $546,776 which was the net loss during the period of
$547,319 and share-based
compensation expense of $543.
Whenever there may be a requirement to increase inventory in fiscal 2015, there will be a negative but temporary impact on liquidity. Management implemented expense reductions in response to the economic downturn and uncertainty in the markets the Company serves. These expense reductions began in fiscal 2009 and have continued through fiscal 2014, and are anticipated to continue for fiscal 2015. The Company has reduced headcount, product development, and marketing, administrative and sales related expenses at points during this expense reduction program in order to appropriately manage its working capital.
In December 2014, management entered into Amendment No. 3 of the Convertible Loan Agreement which may provide approximately $467,000 of liquidity to meet on going working capital requirements. The amended Convertible Loan Agreement is between the Company and a major shareholder who is also a Director, as discussed in Note 4 to the Company's financial statements. This amended agreement modified the terms of the previously amended agreement by modifying the terms and extending the due date of the loan agreement from December 30, 2014 to December 30, 2015 and continues to allow $250,000 of borrowing on the agreement at the Company's discretion. During fiscal 2014, the Company borrowed $200,000 against this facility and at March 31, 2015 this balance is outstanding.Management’s
strategic plan to increase revenues and
profitability through increased sales of existing products, the
introduction of new products to the market place, the Company's
continued efforts on several large potential orders with OEMs, and
other additional short-term or long-term financing is expected to provide
the Company with the needed
working capital for the next twelve months.
The Company is engaged in discussions with First Francis Company, Inc., an entity affiliated with Edward F. Crawford and Matthew V. Crawford, directors of the Company, concerning a potential acquisition of Federal Hose LLC, a wholly owned subsidiary of First Francis. The Company has signed a non-binding Letter of Intent with First Francis under the terms of which it would acquire all of the membership interests of Federal Hose in exchange for an aggregate of (i) 911,250 of the Company’s Class A Common Shares; (ii) 303,750 of the Company’s Class B Common Shares; (iii) $4,268,662 in a note to be issued by the Company, which will rank pari passu with its existing indebtedness, bear interest at an annual rate of 4% payable quarterly, subject to redemption over a mandatory 10-year amortization schedule and required to be fully redeemed within six years of their issuance date. The Company will not incur any additional debt greater than $250,000 without the Note Holder’s approval.
Critical Accounting Policies
Our critical accounting policies are as presented in Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended September 30, 2014.
Forward-Looking Statements
The
foregoing discussion includes forward-looking statements relating to
the
business of the Company. These forward-looking statements, or other
statements
made by the Company, are made based on management's expectations and
beliefs
concerning future events impacting the Company and are subject to
uncertainties
and factors (including, but not limited to, those specified below)
which
are difficult to predict and, in many instances, are beyond the control
of
the Company. As a result, actual results of the Company could differ
materially
from those expressed in or implied by any such forward-looking
statements. These uncertainties and factors include (a) the Company's
dependence upon
a limited number of customers, (b) the highly competitive industry in
which
the company operates, which includes several competitors with greater
financial resources and larger sales organizations, (c) the acceptance
in the marketplace of new products and/or services developed or under
development by the Company
including automotive diagnostic products, fastening systems products
and indicating
instrument products, (d) the ability of the Company to further
establish
distribution and a customer base in the automotive aftermarket, (e) the
Company's
ability to capitalize on market opportunities including state
automotive
emissions programs and OEM tool programs and (f) the Company's ability
to
obtain cost effective financing.
Item
3. Quantitative
and
Qualitative Disclosures About Market Risk.
Market Risk
The Company is exposed to certain market risks from transactions that are entered into during the normal course of business. The Company has not entered into derivative financial instruments for trading purposes. The Company's primary market risks are exposure related to interest rate risk and equity market fluctuations. The Company's funds available from the convertible note were the only debt subject to interest rate risk during the current quarter. The Company currently has available under the convertible note agreement a credit facility subject to a nominal fixed rate of interest. As a result, the Company believes that the market risk related to interest rate movements is minimal. The Company had $200,000 of outstanding borrowings under this credit facility at March 31, 2015.
Item 4. Controls and Procedures.
As of March 31, 2015, an evaluation was performed, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's management, including the Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2015 in ensuring that information required to be disclosed by the Company in the reports it files and submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company's internal controls over financial reporting during the second fiscal quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item
1. Legal Proceedings.
The
Company is
the plaintiff in a suit pursuing patent
infringement
against a competitor in the emissions market. There have been several
legal developments
in this legal proceeding since the filing of Form 10-K for fiscal 2014
however it is still difficult to access the status of the proceedings
or probable outcomes.
Management
believes that
it is not currently
possible to estimate the impact, if any, that the ultimate resolution
of
the patent infringement matter will have on the Company's
results of
operations,
financial position or cash flows.
Item 6. Exhibits.
Exhibit
No. |
Description |
|
11 |
Statement
Regarding Computation of Earnings Per share and
Common
Share Equivalents
|
|
31.1 |
Rule
13a-14(a)/15d-14(a)
Certification by the Chief Executive Officer |
|
31.2 |
Rule
13a-14(a)/15d-14(a) Certification
by the Chief Financial Officer |
|
32.1 |
Certification
by the
Chief
Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
32.2 |
Certification
by the
Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
101.INS** | XBRL Instance |
|
101.SCH** | XBRL Taxonomy Extension Schema |
|
101.CAL** | XBRL Taxonomy Extension Calculation |
|
101.DEF** | XBRL Extension Definition |
|
101.LAB** | XBRL Extension Labels |
|
101.PRE** | XBRL Taxonomy Extension Presentation |
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant) |
||
Date:
May 14, 2015 |
/s/ R. L. Bauman | |
R.
L. Bauman,
Chief
Executive Officer, President, and Treasurer |
||
Date:
May 14, 2015 |
/s/ G. M. Zoloty | |
G. M. Zoloty, Chief Financial Officer |