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CRAWFORD UNITED Corp - Quarter Report: 2018 June (Form 10-Q)

hicka20180630_10q.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q 

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarterly period ended June 30, 2018

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the transition period from Not Applicable to Not Applicable

Commission file number: 0-147

 

HICKOK INCORPORATED 

(Exact name of registrant as specified in its charter)

 

Ohio

34-0288470

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

  

  

10514 Dupont Avenue, Cleveland, Ohio

44108

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number (216) 541-8060

 

Indicate by check mark 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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Accelerated filer [ ]      

Non-accelerated filer   [ ]

Smaller reporting company [X]

  

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

As of July 31, 2018, 2,123,806 shares of Class A Common Stock and 596,848 shares of Class B Common Stock were outstanding.

 

1

 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

HICKOK INCORPORATED

CONSOLIDATED BALANCE SHEET

 

   

(Unaudited)

         
   

June 30,

2018

   

December 31,

2017

 

ASSETS

               

CURRENT ASSETS:

               

Cash and Cash Equivalents

  $ 2,663,566     $ 2,444,110  

Accounts receivable less allowance for doubtful accounts

    7,351,867       9,011,677  

Costs and estimated earnings in excess of billing

    2,217,344       1,605,991  

Inventories-less allowance for obsolete inventory

    1,980,496       3,903,481  

Prepaid Expenses and other current assets

    398,477       265,456  

Total Current Assets

    14,611,750       17,230,715  
                 

PROPERTY, PLANT AND EQUIPMENT:

               

Land and Improvements

    228,872       235,179  

Buildings and Leasehold Improvements

    1,418,444       2,239,763  

Machinery and Equipment

    2,462,936       5,091,360  

Total Property, Plant and Equipment

    4,110,252       7,566,302  

Less accumulated depreciation

    1,239,029       4,242,913  

Property, Plant and Equipment, Net

    2,871,223       3,323,389  
                 

OTHER ASSETS:

               

Goodwill

    2,255,912       2,255,912  

Intangibles, net of accumulated amortization

    1,519,384       1,896,399  

Deferred income taxes-less valuation allowance

    2,173,892       2,173,892  

Other non-current assets

    -       3,250  

Total Non-Current Other Assets

    5,949,188       6,329,453  

Total Assets

  $ 23,432,161     $ 26,883,557  

       

See accompanying notes to consolidated financial statements

 

2

 

 

HICKOK INCORPORATED

CONSOLIDATED BALANCE SHEET

       

   

(Unaudited)

         
   

June 30,

2018

   

December 31,

2017

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

CURRENT LIABILITIES:

               

Convertible notes payable - related party

  $ 200,000     $ 200,000  

Notes payable - related party

    432,910       352,727  

Bank Debt - Current

    500,000       500,000  

Leases payable

    16,944       55,735  

Accounts payable

    2,462,941       2,112,695  

Unearned revenue

    3,182,213       2,601,355  

Accrued payroll and related expenses

    828,118       723,053  

Accrued expenses

    1,296,444       1,340,465  

Accrued income taxes

    227,595       108,576  

Total Current Liabilities

    9,147,165       7,994,606  
                 

LONG-TERM LIABILITIES:

               

Notes payable - related party

    3,428,586       3,651,765  

Bank Debt

    1,074,235       4,732,550  

Leases payable

    7,789       106,855  

Total Long-Term Liabilities

    4,510,610       8,491,170  

STOCKHOLDERS' EQUITY

               

Preferred shares, no par value - 1,000,000 shares authorized, no shares issued and outstanding

               

Common shares, no par value

               

Class A common shares - 10,000,000 shares authorized, 2,123,806 shares issued and outstanding at June 30, 2018 and 2,130,681 shares issued at December 31, 2017

    2,495,534       2,246,367  
Class B common shares - 2,500,000 shares authorized, 596,848 shares issued and outstanding at June 30, 2018 and 779,283 shares at December 31, 2017, respectively     710,272       710,272  

Contributed capital

    1,741,901       1,741,901  

Treasury shares

    (1,905,780 )     (264,841

)

Class A common shares - 37,208 shares held at June 30, 2018 and 15,795 shares held at December 31, 2017, respectively

               

Class B common shares – 182,435 shares held at June 30, 2018 and 5,667 shares held at December 31, 2017, respectively

               

Retained earnings

    6,732,459       5,964,082  

Total Stockholders' Equity

    9,774,386       10,397,781  
                 

Total Liabilities and Stockholders' Equity

  $ 23,432,161     $ 26,883,557  

       

See accompanying notes to consolidated financial statements

 

3

 

 

 

HICKOK INCORPORATED

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Total Sales

  $ 13,593,192     $ 7,220,626     $ 25,471,892     $ 10,566,941  

Cost of Sales

    10,106,614       4,191,480       18,966,873       6,160,281  

Gross Profit

    3,486,578       3,029,146       6,505,019       4,406,660  
                                 

Operating Expenses:

                               

Product development costs

    97,389       179,840       220,418       397,156  

Selling, general and administrative expenses

    1,572,244       1,540,381       3,824,571       2,434,683  

Operating Income

    1,816,945       1,308,925       2,460,030       1,574,821  
                                 

Other (Income) and Expenses:

                               

Interest charges

    80,755       66,695       166,688       114,887  

Loss on sale of business

    1,160,574       -       1,160,574       -  

Other (income) expense, net

    49,450       263,334

 

    108,266       259,771  

Total Other (Income) and Expenses

    1,290,779       330,029       1,435,528       374,658  

Income before Provision for Income Taxes

    526,166       978,896       1,024,502       1,200,163  
                                 

Provision for Income Taxes

    131,541       37,373       256,125       45,500  

Net Income

  $ 394,625     $ 941,523     $ 768,377     $ 1,154,663  
                                 

Net Income Per Common Share - Basic

  $ 0.14     $ 0.33     $ 0.27     $ 0.40  
                                 

Net Income Per Common Share - Diluted

  $ 0.13     $ 0.31     $ 0.24     $ 0.38  
                                 

Weighted Average Shares of Common Stock Outstanding – Basic

    2,721,832       2,880,719       2,880,070       2,879,115  

Weighted Average Shares of Common Stock Outstanding - Diluted

    3,076,076       3,072,400       3,236,590       3,043,619  

 

See accompanying notes to consolidated financial statements

 

4

 

 

 

HICKOK INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

 

   

Six Months Ended June 30,

 
   

2018

   

2017

 
                 

Cash Flows from Operating Activities

               

Net Income

  $ 768,377     $ 1,154,663  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    654,930       282,656  

Loss (gain) on sale of operations

    1,160,574       0  
Loss (gain) on disposal of assets     0       2,667  

Non-cash share-based compensation expense

    249,167       129,832  

Changes in assets and liabilities:

               

Decrease (Increase) in accounts receivable

    1,023,256       (2,880,898 )

Decrease (Increase) in inventories

    (262,496 )     (82,569 )

Decrease (Increase) in costs and estimated earnings in excess of billings

    (611,353 )     873,956  

Decrease (Increase) in prepaid expenses & other assets

    (217,071 )     (485,707 )

Increase (Decrease) in accounts payable

    717,836       968,195  

Increase (Decrease) in accrued payroll and related expenses

    136,719       344,782  

Increase (Decrease) in accrued expenses

    (135,701 )     340,981  

Increase (Decrease) in accrued income taxes

    119,019       69,744  

Increase (Decrease) in unearned revenue

    580,858       (365,887 )

Total adjustments

    3,415,738       (802,248 )
                 

Net Cash Provided by (Used in) Operating Activities

  $ 4,184,115     $ 352,415  

 

See accompanying notes to consolidated financial statements

 

5

 

 

HICKOK INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

  

   

Six Months Ended

June 31,

 
   

2018

   

2017

 
                 

Cash Flows from Investing Activities

               

Capital expenditures

  $ (133,385

)

  $ (159,677 )

Cash paid for acquisition

    0       (10,250,000 )
                 

Net Cash Provided by (Used in) Investing Activities

    (133,385

)

    (10,409,677 )
                 

Cash Flows from Financing Activities

               

Payments on related party notes

    (142,996

)

    (682,459 )

Payments on bank debt

    (4,100,000

)

    (300,000 )

Borrowings on bank debt

    435,729       8,500,000  

Payments on capital lease

    (24,007

)

    (37,171 )
                 

Net Cash Provided by (Used in) Financing Activities

    (3,831,274

)

    7,480,370  
                 

Net Increase (decrease) in cash and cash equivalents

    219,456       (2,576,892 )
                 

Cash and cash equivalents at beginning of year

    2,444,110       3,607,452  
                 

Cash and cash equivalents at end of year

  $ 2,663,566     $ 1,030,560  
                 

Supplemental disclosures of cash flow information

               

Interest Paid

  $ 232,991     $ 109,174  

Income Taxes Paid

  $ 119,019     $ 20,500  

Non-cash proceeds received for Class A and Class B Common Shares in exchange for the sale of certain assets

  $ 1,640,939     $ 0  

 

See accompanying notes to consolidated financial statements

 

6

 

 

HICKOK INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2018

 

 

 

1.  BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) 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 the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Hickok Incorporated and its wholly-owned subsidiaries (the “Company”). Significant intercompany transactions and balances have been eliminated in the 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 and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Transition Report on Form 10-KT for the year ended December 31, 2017. 

 

During the six-month period ended June 30, 2018, there have been no changes to our significant accounting policies other than the revenue recognition from contracts with customer, as discussed in Note 2 below. 

 

Reclassifications

Certain prior year amounts were reclassified to conform to the current year presentation, including transaction costs related to acquisitions that were reclassified from selling, general and administrative to other (income) expenses as these costs are not considered as operating costs. These reclassifications have no effect on the financial position or results of operations reported as of and for the periods presented.

 

 

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company’s Summary of Significant Accounting Policies is provided with the consolidated financial statements and footnotes thereto included in the Company’s Transition Report on Form 10-KT for the three-month transition period ended December 31, 2017.

 

Recently Adopted Accounting Standards
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 May 2017, the Financial Accounting Standards Board (FASB), issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The Company adopted this guidance January 1, 2018.  The adoption of this guidance did not have a material effect on our consolidated financial statements.

 

In August 2016, FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments." The amendments in this update provide guidance on eight specific cash flow issues, thereby reducing the diversity in practice in how certain transaction are classified in the consolidated statements of cash flows. This standard is effective for annual periods and interim periods for those annual periods beginning on or after December 15, 2017.  Early adoption is permitted. The Company adopted this guidance January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements.

 

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU 2016-09) a new standard that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from the other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flow statements, and provides an accounting policy election to account for forfeitures as they occur. The Company adopted this standard effective October 1, 2017. The adoption of this new standard did not have a material impact on our consolidated financial statements.

 

7

 

 

In May 2014, the FASB issued its final standard on the recognition of revenue from contracts with customers. The standard, issued as Accounting Standards Update (ASU) 2014-09, outlines a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. The core principle of this model is that “an entity recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.” The Company adopted this new standard effective January 1, 2018.  The adoption of this standard did not have a material impact on our consolidated financial statements.   

 

Recently Issued Accounting Standards

 

In January 2017, FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-04 eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The standard, which should be applied prospectively, is effective for fiscal years and interim periods within those years beginning on or after December 15, 2019. Early adoption is permitted. We are evaluating the impact the adoption of this standard could have on our consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2019 with early adoption permitted. We are evaluating the impact the adoption of this standard could have on our consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. The new standard is effective for fiscal years and interim periods within those years, beginning on or after January 1, 2019, with early adoption permitted. We are evaluating the impact the adoption of this standard will have to our consolidated financial statements.

 

8

 

 

 

3.  ACCOUNTS RECEIVABLE 

 

The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The reserve for doubtful accounts was $6,418 and $10,175 at June 30, 2018 and December 31, 2017, respectively.

 

 

 

4.  INVENTORY


Inventory is valued at the lower of cost (first-in, first-out) or market and consist of:

 

   

June 30,

2018

   

December 31,

2017

 
                 

Raw materials and component parts

  $ 1,170,772     $ 2,637,138  

Work-in-process

    -       523,644  

Finished products

    954,491       1,200,204  

Total Inventory

  $ 2,152,263       4,360,986  

Less: inventory reserves

    144,767       457,505  

Net Inventory

  $ 1,980,496     $ 3,903,481  

 

 

 

5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

 

Intangible assets relate to the purchase of businesses on June 1, 2017 and July 1, 2016. Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is not amortized but will be reviewed on an annual basis for impairment. Amortization of other intangibles is being amortized on a straight-line basis over period ranging from one year to 15 years. Intangible assets are as follows:

 

   

June 30,

2018

   

December 31,

2017

 

Customer List: Backlog

  $ 1,970,000     $ 1,970,000  

Non-Compete Agreements

    200,000       200,000  

Trademarks

    340,000       340,000  

Other Intangibles

    2,510,000       2,510,000  

Less: Accumulated Amortization

    990,616       613,601  

Other Intangibles, Net

  $ 1,519,384     $ 1,896,399  

  

Amortization of other intangibles assets was: $377,015 and $120,904 for the six months ended June 30, 2018 and 2017, respectively.

                             

 

 

6.  PROPERTY, PLANT AND EQUPMENT, NET

 

Property, plant and equipment are recorded at cost and depreciated over their useful lives. Maintenance and repair costs are expenses as incurred. Property, plant and equipment are as follows:

 

   

June 30,

2018

   

December 31,

2017

 
                 

Land

  $ 228,872     $ 235,179  

Buildings and Improvements

    1,418,444       2,239,763  

Machinery & Equipment

    2,462,936       5,091,360  

Total Property, Plant & Equipment

    4,110,252       7,566,302  

Less: Accumulated Depreciation

    1,239,029       4,242,913  

Property Plant & Equipment, Net

  $ 2,871,223     $ 3,323,389  

 

Depreciation expense was $271,960 and $161,752 for the six months ended June 30, 2018 and 2017, respectively.

 

9

 

 

 

7.  BANK DEBT 

 

The Company entered into a Credit Agreement on June 1, 2017 with JPMorgan Chase Bank, N.A. as lender (the “Credit Agreement”). The Credit Agreement is comprised of a revolving facility in the amount of $8,000,000, subject to a borrowing base (determined based on 80% of Eligible Accounts, plus 50% of Eligible Progress Billing Accounts, plus 50% of Eligible Inventory, minus Reserves, each as defined in the Credit Agreement) and a term A loan in the amount of $2,000,000, payable in consecutive monthly installments of $41,667 commencing on July 1, 2017.  

 

The revolving facility under the Credit Agreement includes a $3 million sublimit for the issuance of letters of credit thereunder.  Interest for borrowings under the revolving facility accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) 0.00% for Prime Rate loans and (ii) 2.00% for LIBOR loans. The maturity date of the revolving facility is June 1, 2020. Interest for borrowings under the term A loan accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) 0.25% for Prime Rate loans and (ii) 2.25% for LIBOR loans. The maturity date of the term A loan is June 1, 2021. The Credit Agreement includes a commitment fee on the unused portion of the revolving facility of 0.25% per annum payable quarterly. The obligations of the Company and other borrowers under the Credit Agreement are secured by a blanket lien on all the assets of the Company and its subsidiaries. The Credit Agreement also includes customary representations and warranties and applicable reporting requirements and covenants, including fixed charge coverage ratio and senior funded indebtedness to EBITDA ratio financial covenants.

 

In connection with entering into the Credit Agreement in 2017, the Company made a one-time prepayment of a portion of the outstanding principal under promissory notes held by First Francis Company Inc. (“First Francis”), in the amount of $500,000.  First Francis is owned by Edward Crawford and Matthew Crawford, who serve on the Board of Directors of the Company.   

 

Bank debt balances consist of the following: 

 

   

June 30,

2018

   

December 31,

2017

 
                 

Term Debt

  $ 1,500,000     $ 1,750,000  

Revolving Debt

    109,965       3,524,235  

Total Bank Debt

    1,609,965       5,274,235  

Less: Current Portion

    500,000       500,000  

Non-Current Bank Debt

    1,109,965       4,774,235  

Less: Unamortized Debt Costs

    35,730       41,685  

Net Non-Current Bank Debt

  $ 1,074,235     $ 4,732,550  

 

 

 

8. NOTES PAYABLE

 

Convertible Notes Payable

On December 30, 2011, management entered into a Convertible Loan Agreement (“Convertible Loan”) with Roundball, LLC (“Roundball”). The Convertible Loan provides approximately $467,000 of liquidity to meet on- going working capital requirements of the Company and allows $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.25%. Roundball, a major shareholder of the Company, is an affiliate of Steven Rosen and Matthew Crawford, Directors of the Company.

 

There have been several amendments to the original agreement over the years for the purpose of extending the existing terms of the Convertible Loan. On December 29, 2017, management entered into Amendment No. 6 of the Convertible Loan Agreement with Roundball. The amended Convertible Loan:

 

Continues to provide approximately $467,000 of liquidity to meet on going working capital requirements;

 

Continues to allow $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.34%; and

 

Extends the due date of the loan agreement from December 30, 2017 to December 30, 2018.

The outstanding balance on the Convertible Loan as of June 30, 2018, and December 31, 2017 was $200,000.

 

10

 

 

As part of the Convertible Loan, the parties entered into a Warrant Agreement, dated December 30, 2012 (as amended to date, the “Warrant Agreement”), 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. The Warrant Agreement, as amended, expires December 30, 2018.

 

Short-Term Financing
On June 3, 2016, management entered into a revolving credit agreement with First Francis. First Francis became a major shareholder of the Company on July 1, 2016 when the Company completed the acquisition of Federal Hose Manufacturing, LLC. The agreement provides for a revolving credit facility of $250,000 with interest at 4.0% per annum. Each loan made under the credit arrangement will be due and payable in full on the expiration date of the revolver note. In addition, the agreement generally allows for borrowing based on an amount equal to eighty percent of eligible accounts receivables or $250,000. The revolving line of credit expired on May 31, 2017.  

 

Notes Payable – Related Party

Notes payable - related parties is a result of the acquisition of a business on July 1, 2016 and consists of the following:

 

   

June 30,

2018

   

December 31,

2017

 
                 

In connection with the acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,000,000 loan due to First Francis Company, payable in quarterly installments of $60,911 beginning on October 31, 2016, including interest at 4%. The remaining balance of the note shall be payable in full on July 1, 2022.

  $ 1,577,734     $ 1,639,206  
                 

In connection with the acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,768,662 loan due to First Francis Company, payable in quarterly installments of $84,321 beginning on October 31, 2016, including interest at 4%. The remaining balance of the note shall be payable in full on July 1, 2022.

    2,283,762       2,365,286  
                 

Total notes payable – related party

    3,861,496       4,004,492  
                 

Less current portion

    432,910       352,727  
                 

Notes payable – related party non-current portion

  $ 3,428,586     $ 3,651,765  

 

11

 

 

 

9. EARNINGS PER COMMON SHARE 

 

The following table sets forth the computation of basic and diluted earnings per share.

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
                                 
   

2018

   

2017

   

2018

   

2017

 
                                 

Earnings Per Share - Basic

                               

Net Income

  $ 394,625     $ 941,523     $ 768,377     $ 1,154,663  

Weighted average shares of common stock outstanding - Basic

    2,721,832       2,880,719       2,880,070       2,879,115  

Earnings Per Share - Basic

  $ 0.14     $ 0.33     $ 0.27     $ 0.40  
                                 

Earnings Per Share - Diluted

                               

Weighted average shares of common stock outstanding - Basic

    2,721,832       2,880,719       2,880,070       2,879,115  

Warrants, Options and Convertible Notes

    354,244       191,681       356,520       164,504  

Weighted average shares of common stock -Diluted

    3,076,076       3,072,400       3,236,590       3,043,619  

Earnings Per Share - Diluted

  $ 0.13     $ 0.31     $ 0.24     $ 0.38  

 

 

 

10. ACQUISITIONS

 

The Company purchased certain assets and assumed certain liabilities of Air Enterprises Acquisition, LLC on June 1, 2017 for $10,250,000. The acquired business will continue to operate under the name Air Enterprises (“AE”). AE manufactures custom commercial air handling units under fixed price contracts. Its customers are typically in the health care, university, research, pharmaceutical and industrial manufacturing market segments, and span all across the United States and worldwide. AE has one operating location in Northeastern Ohio. The purchase price was assigned to the book value of the net assets acquired with the excess over the book value assigned to intangible assets and goodwill and has been allocated to the following accounts:

  

Accounts Receivable

  $ 4,761,368  

Inventory

    594,503  

Costs in excess of billings and estimated costs

    3,980,824  

Fixed Assets

    2,112,120  

Prepaid and Other Assets

    53,110  

Intangibles Assets

    1,230,000  

Goodwill

    631,392  

Total Assets Acquired

  $ 13,363,317  
         

Accounts Payable

  $ 1,726,618  

Billings in Excess of costs and earnings

    594,545  

Accrued Payroll and related expenses

    325,950  

Accrued Expense

    424,671  

Lease Payable

    41,533  

Total Liabilities Assumed

  $ 3,113,317  
         

Net Assets Acquired

  $ 10,250,000  

  

12

 

 

 

11. DISPOSITIONS  

 

Effective June 1, 2018, Hickok Incorporated completed the sale (the “Transaction”) of certain assets comprising its Test and Measurement business segment (the “Test and Measurement Segment”) to Hickok Waekon, LLC, an Ohio limited liability company (“Buyer”), pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) by and among Buyer, the Company, Supreme Electronics Corp., a Mississippi corporation and wholly-owned subsidiary of the Company (“Supreme”), Waekon Corporation, an Ohio corporation and wholly-owned subsidiary of the Company (“Waekon Corporation”), and Robert L. Bauman, a director of the Company. Prior to the effectiveness of the Transaction, Supreme and Waekon Corporation owned certain of the assets used in the operation of the Test and Measurement Segment and were primarily responsible for the operation thereof.

 

Upon the closing of the Transaction, all of the issued and outstanding shares of capital stock of the Company then-owned, directly or indirectly, by Mr. Bauman or his affiliate, equaling approximately 21,413 shares of Class A Common Stock of the Company and 176,768 shares of Class B Common Stock of the Company, were transferred and assigned to the Company. The shares constitute the consideration received by the Company in the Transaction.  Based upon the share price at closing, the value of the proceeds received was approximately $1.6 million.  The net assets sold were approximately $2.7 million.  The Company recorded a loss on sale of approximately $1.2 million.

 

The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, which are subject to certain exceptions, terms and limitations described further in the Purchase Agreement.

 

The Purchase Agreement contains customary post-closing covenants pertaining to the transition of the Test and Measurement Segment from the Company to Buyer and establishes certain rights and obligations of the parties relating to intellectual property rights in certain technology developed by the Company, Supreme and Waekon Corporation. Specifically, Buyer has an option under the Purchase Agreement to further develop such technology, which option is exercisable in accordance with the terms and conditions set forth therein.

 

Pursuant to the terms of the Purchase Agreement, the Company agreed to take commercially reasonable efforts to change its name to one or more names that do not include “Hickok” or “Waekon” or any derivation thereof.  Buyer granted the Company a non-exclusive, irrevocable, non-assignable, worldwide, royalty-free license to utilize the “Hickok” trademark and trade name in its business for a period of 180 days following the closing of the Transaction.  Buyer granted the Company a similar license to use the “Hickok-Inc.com” domain name during such 180 days post-closing period.  The Company is currently evaluating potential new names in anticipation of facilitating a name change upon the expiration of the 180 day post-closing period described above. 

 

13

 

 

 


12. SEGMENT AND RELATED INFORMATION  

 

The Company operates three reportable segments: 1) commercial air handling, 2) test and measurement and 3) industrial hose. The Company's management evaluates segment performance based primarily on operating earnings before taxes. Non-operating items such as marketing and general administrative expenses, interest income, and interest expense are included in administrative and other expenses. Depreciation expense on assets used in manufacturing are considered part of each segment's operating performance. Depreciation expense on non-manufacturing assets is included in selling, general and administrative expenses.

 

Commercial Air Handling:
This segment manufactures custom air handling units under fixed price contract to customers in the health care, university, research, pharmaceutical and industrial manufacturing market segments, and across the United States and worldwide.

 

Test and Measurement:
This segment consists of diagnostic tools and equipment sold to the automotive industry and indicators and gauges sold primarily to companies in the aircraft and locomotive industries. These products are sold to original equipment manufacturers and to the aftermarket using a variety of distribution methods. (1)


Industrial Hose:
This segment consists primarily of flexible metal and silicone hose products designed and manufactured or distributed primarily to the trucking industry and other industrial end-users. These products are sold to original equipment manufacturers and to the aftermarket using a variety of distribution methods.

 

Information by industry segment is set forth below: 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Sales

                               

Commercial Air Handling

  $ 10,884,324     $ 3,343,945     $ 20,000,261     $ 3,343,945  

Test and Measurement

    924,598       2,452,854       1,996,445       4,222,925  

Industrial Hose

    1,784,270       1,423,827       3,475,186       3,000,071  

Total Sales

  $ 13,593,192     $ 7,220,626     $ 25,471,892     $ 10,566,941  
                                 

Income Before Provision for Income Taxes

                               

Commercial Air Handling

    1,765,374       607,471       2,630,579       607,471  

Test and Measurement

    (96,172

)

    343,752       (225,121

)

    440,885  

Industrial Hose

    123,964       27,673       224,153       151,807  

Loss on sale of business

    (1,160,574

)

    -       (1,160,574

)

    -  

General Corporate Expenses

    (106,426

)

    -       (444,535 )     -  

Income Before Provision for Income Taxes

  $ 526,166     $ 978,896     $ 1,024,502     $ 1,200,163  

 

  (1) The Company completed the sale of certain assets comprising its Test and Measurement segment on June 1, 2018.  Note Note 11, Dispositions, for additional details regarding the disposition of this segment.

 

14

 

 

 

13. SUBSEQUENT EVENTS

 

 

Effective July 1, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of CAD Enterprises, Inc., (“CAD”), pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) entered into as of July 5, 2018 by and among the Company, the sellers named therein and the Sellers’ representative named therein.  Upon the closing of the transaction, the Shares were transferred and assigned to the Company in consideration of the payment by the Company of an aggregate purchase price of $21 million, $12 million of which was payable in cash at closing, with the remainder paid in the form of a subordinated promissory note issued by the Company in favor of a Seller (the “Seller Note), which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Share Purchase Agreement.  The Seller Note bears interest at a rate of four percent (4%) per annum and is payable in full no later than June 30, 2023 (the “Maturity Date”).  The Maturity Date, with respect to any then-outstanding portion of the original principal amount which is subject to an indemnification claim by the Company (asserted in accordance with the terms of the Share Purchase Agreement) pending as of the date thereof, will be automatically extended until such time as any claim relating to such disputed amount is no longer pending, pursuant to the terms of the Seller Note and subject to additional conditions set forth therein and in the Share Purchase Agreement. The Company is not permitted to prepay any amounts due and owing under the Seller Note.  Payment of the Seller Note is secured by a second-priority security interest in the assets of the Company.   Interest accrued on the original principal amount becomes due and payable in arrears beginning September 30, 2018, and subsequent interest is due on the first day of each calendar quarter thereafter up to and including June 30, 2019.  The Company is required to make quarterly principal payments, the amount of which will be calculated based on a four (4) year amortization schedule, beginning on September 30, 2019 and continuing on the last day of each calendar quarter thereafter up to and including the Maturity Date.

 

In connection with Transaction, on July 5, 2018, the Company entered into an amendment to its Credit Agreement with JPMorgan Chase Bank, N.A. dated June 1, 2017 (as amended, the “Credit Agreement”) and funded a portion of the purchase price of the Transaction with borrowings under the Credit Agreement. The amendment revised the Credit Agreement to, among other things: (i) increase the maximum aggregate borrowing amount available under the revolving credit facility from $8,000,000 to $12,000,000; (ii) increase the maximum aggregate borrowing amount, and the aggregate amount borrowed, under the term A loan to $6,000,000; (iii) extend the maturity of the term A loan from June 2021 to December 2022; (iv) provide a separate credit line for borrowings of up to an aggregate of $1,000,000 for capital expenditures until July 5, 2019, at which time any outstanding capital expenditure borrowings will be converted into a term loan maturing at the earlier of five years after such conversion or the termination of the revolving credit facility; and (v) add CAD as a borrower under the Credit Agreement. The obligations of the Company and other borrowers under the Credit Agreement are secured by a blanket lien on all of the assets of the Company and its subsidiaries. The Credit Agreement, as amended, also includes customary representations and warranties, reporting requirements and covenants. The financial covenants under the amended Credit Agreement include a minimum fixed charge coverage ratio, a revised maximum senior funded debt to EBITDA ratio and a new maximum total funded debt to EBITDA ratio.

 

In connection with the Transaction and the amendment to the Credit Agreement on July 5, 2018, the Company and First Francis Company Inc. (“First Francis”) entered into an amendment to the Promissory Note dated July 1, 2016 with original principal in the amount of $2,000,000, and an amendment to the Promissory Note dated July 1, 2016 with original principal in the amount of $2,768,662 (as amended, the “Promissory Notes”), each issued by the Company to First Francis. The Promissory Notes each were amended to increase the interest rate from 4.0% per annum to 6.25% per annum. In addition, the Promissory Note with original principal amount of $2,768,662 was amended to provide a conversion option commencing July 5, 2019 which allows First Francis to convert the Promissory Note, in whole in part with respect to a maximum amount of $648,000, into shares of the Company’s Class B common stock at the price of $6.48 per share (subject to adjustment), subject to shareholder approval. First Francis is owned by Edward Crawford and Matthew Crawford, who serve on the Board of Directors of the Company. 

 

15

 

 

 

RESULTS OF OPERATIONS.

 

The following discussion is intended to assist in the understanding of the Company's financial position at June 30, 2018 and December 31, 2017, results of operations for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017, and should be read in conjunction with the consolidated financial statements and related notes included elsewhere this Quarterly Report on Form 10-Q and with the Company’s Transition Report on Form 10-KT for the three-month transition period ended December 31, 2017. 

 

Summary

The Company operates three reportable segments: 1) commercial air handling, 2) test and measurement and 3) industrial hose. The commercial air handling segment was added in June 2017 when the Company expanded its markets further with the acquisition of a manufacturer of commercial air handling for customers in the health care, university, research, pharmaceutical and industrial manufacturing market segments.

 

Effective June 1, 2018, Hickok Incorporated completed the sale of certain assets comprising its Test and Measurement business segment to Hickok Waekon, LLC (Buyer), pursuant to an Asset Purchase Agreement by and among Buyer, the Company, Supreme Electronics Corp., a Mississippi corporation and wholly-owned subsidiary of the Company, Waekon Corporation, and Robert L. Bauman, a director of the Company.

 

Effective July 1, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of CAD Enterprises, Inc., (“CAD”), pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) entered into as of July 5, 2018 by and among the Company, the sellers named therein and the Sellers’ representative named therein.

 

Results of Operations – Three Months Ended June 30, 2018 and 2017

Sales for the quarter ended June 30, 2018 increased to $13.6 million, an increase of approximately $6.4 million or 88% from sales of $7.2 million during the same quarter of the prior year. This increase in sales was primarily attributable to the Commercial Air Handling segment during the quarter, which was acquired on June 1, 2017.

 

Cost of sales in the quarter ended June 30, 2018 was $10.1 million compared to $4.2 million, an increase of $5.9 million or 141% from the same quarter of the prior year. The increase in cost of sales was primarily associated with the addition of the Commercial Air Handling segment. Gross profit was $3.5 million compared to $3.0 million, an increase of $0.5 million from the same quarter of the prior year.  The increase in gross profit was primarily attributable to the Commercial Air Handling segment.

 

Product development expenditures were $0.1 million in the quarter ended June 30, 2018, which was a modest decrease from $0.2 million in same quarter of the prior year. Product development expenditures relate to the Test and Measurement segment.

 

Selling, general and administrative expenses in the quarter ended June 30, 2018 were $1.6 million compared to $1.5 million, a decrease of $0.1 million from the same quarter of the prior year. The decrease in selling, general and administrative expenses was primarily related to lower costs in the Test and Measurement segment.

 

Interest charges in the quarter ended June 30, 2018 were approximately $0.1 million compared to $67 thousand in the same quarter of the prior year. The increase in interest expense is primarily related to the JP Morgan Chase term loan and revolving credit facility entered into June 1, 2017 related to the acquisition of the Commercial Air Handling segment. 

 

Loss on the sale of business was $1.2 million in the quarter ended June 30, 2018 and is directly related to the sale of certain assets of the Company comprising its Test and Measurement segment on June 1, 2018.

 

Other expense, net was $50 thousand in the quarter ended June 30, 2018 compared to $0.3 million other expense, net in the same quarter of the prior year.  Other expense is primarily related to transactional costs for acquisitions.

 

Income tax expense in the quarter ended June 30, 2018 was $0.1 million compared to $37 thousand recognized in the same quarter of the prior year. Tax expense in the current period is recorded at the Company’s expected effective tax rate of 25%. The Company anticipates that it will be able to utilize the remaining net operating loss and a significant portion of the research and development credit carryforwards in the current fiscal year recorded on the balance sheet as a deferred tax asset.

 

Net income in the quarter ended June 30, 2018 was $0.4 million or $0.13 per diluted share as compared to the net income of $0.9 million or $0.31 per diluted share for the same quarter of the prior year.

 

16

 

 

Results of Operations – Six Months Ended June 30, 2018 and 2017

Sales for the six months ended June 30, 2018 increased to $25.5 million, an increase of approximately $14.9 million and 141% from sales of $10.6 million in the same period of the prior year. This increase in sales was primarily attributable to the Commercial Air Handling segment during the quarter, which was acquired on June 1, 2017, offset by lower sales in the Test and Measurement business.

 

Cost of sales in the six months ended June 30, 2018 was $19.0 million compared to $6.2 million, an increase of $12.8 million or 208% in the same period of the prior year. The increase in cost of sales was primarily associated with the addition of the Commercial Air Handling segment. Gross profit was $6.5 million compared to $4.4 million, an increase of $2.1 million in the same period of the prior year.  The increase in gross profit was primarily attributable to the Commercial Air Handling segment that includes six months of results for the period ended June 30, 2018 compared to one month for the prior period.

 

Product development expenditures were $0.2 million in the six-month period ended June 30, 2018, which was a modest decrease from $0.4 million in same period of the prior year. Product development expenditures relate to the Test and Measurement segment.

 

Selling, general and administrative expenses in the six-month period ended June 30, 2018 were $3.8 million compared to $2.4 million, an increase of $1.4 million or 41% in the same period of the prior year. The increase in selling, general and administrative expenses was primarily related to costs related to the addition of the Commercial Air Handling segment.

 

Interest charges in the quarter ended June 30, 2018 were approximately $0.2 million compared to $0.1 million in the same period of the prior year. The interest expense is primarily related to the JP Morgan Chase term loan and revolving credit facility entered into June 1, 2017 related to the acquisition of the Commercial Air Handling segment. 

 

Loss on the sale of business was $1.2 million in the quarter ended June 30, 2018 and is directly related to the sale of certain assets of its Test and Measurement segment on June 1, 2018.

 

Other expense, net was $0.1 million in the six-month period ended June 30, 2018 compared to other expense, net of $0.3 million in the same period of the prior year. Other expense, net is comprised of transactional costs for acquisitions.

 

Income tax expense in the six-month period ended June 30, 2018 was $0.3 million compared to $46 thousand recognized in the same period of the prior year. Tax expense in the current period is recorded at the Company’s expected effective tax rate of 25%. The Company anticipates it will be able to utilize the remaining net operating loss and a significant portion of the research and development credit carryforwards in the current fiscal year recorded on the balance sheet as a deferred tax asset.

 

Net income in the six-month period ended June 30, 2018 was $0.8 million or $0.24 per diluted share as compared to the net income of $1.2 million or $0.38 per diluted share in the same period of the prior year.

 

Liquidity and Capital Resources

Total current assets at June 30, 2018 decreased to $14.6 million from $17.2 million at December 31, 2017, a decrease of $2.6 million. The decrease in current assets is due to a decrease in accounts receivable of $1.7 million, a decrease in inventories of $1.9 million offset by an increase in costs in excess of billings of $0.6 million, and prepaid expenses and other assets of approximately $0.1 million, respectively. The decrease in inventory is directly related to the sale of certain assets of the Test and Measurement business, and the decrease in accounts receivable is partially due to the sale of certain assets and partially due to strong collections in both the Commercial Air Handing division and the Industrial Hose division.  Fluctuations in accounts receivable and costs and estimated earnings in excess of billing related to the Commercial Air Handling division are dependent upon progress billing milestones for contracts.

 

Total current liabilities at June 30, 2018 increased to $9.1 million from $8.0 million at December 31, 2017, an increase of $1.1 million.  The increase in current liabilities is primarily due to the increase in billings in excess of costs and earnings (included in unearned revenue on the balance sheet) of $0.8 million and an increase in accounts payable of $0.4 million.

  

Cash provided by operating activities for the six months ended June 30, 2018 was approximately $4.2 million driven by net income of $0.7 million and adjustments for non-cash items of $2.1 million comprised of depreciation and amortization, loss on the sale of operations, and share-based compensation.  The loss on sale of operations was primarily due to net assets sold in excess of proceeds received for the sale as discussed further in note 11.  Cash from operating activities was adequate to fund the Company's operations.

 

Cash flow used in investing activities of $0.1 million was used for capital expenditures in the normal course of business. Capital expenditures were for building improvements and for tooling, machinery and equipment for product manufacturing.

 

Cash used by financing activities of approximately $3.8 million was primarily related $4.1 million repayment against the revolving credit facility and term loans with JPMorgan Chase Bank, N.A, as well payments for the related party notes and capital leases outstanding, offset by $0.4 million borrowed against the revolving credit loan.

 

As described further in Note 13 to our consolidated financial statements, effective July 1, we completed the CAD acquisition for an aggregate purchase price of $21 million, $12 million of which was payable in cash at closing, with the remainder paid in the form of a subordinated promissory note issued by the Company in favor of a Seller, which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Share Purchase Agreement.  In connection with that transaction, we also amended our credit agreement to, among other things, increase the maximum availability under our revolving credit facility to $12 million, and to increase the amount of our term loan to $8 million.  In connection with the acquisition, we also amended our promissory notes payable to First Francis to increase the interest rate payable from 4.0% to 6.2%, and to provide First Francis with the right to convert up to $648,000 principal amount of one note into shares of Class B Common Stock at a conversion price of $6.48 per share, subject to shareholder approval.

 

The Company expects positive cash flow from operations to be sufficient to fund working capital needs and service principal and interest payments due related to the bank debt and notes payable. In addition, the Company has $7.9 million available to borrow on the revolving credit facility at June 30, 2018. See Note 7 of notes to consolidated financial statements.

 

Management believes the Company has adequate liquidity for debt service, working capital, capital expenditures and other strategic initiatives.

 

17

 

 

Off-Balance Sheet Arrangements

The Company has a secured performance and payment bond in the amount of $1.6 million as surety on completion of the requirements of a commercial air handling contract. The Company has no other off-balance sheet arrangements (as defined in Regulation S-K Item 303 paragraph (a)(4)(ii)) that have or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

The Company’s critical accounting policies are as presented in Notes to Consolidated Financial Statements and Management’s Discuss and Analysis of Financial Condition and Results of Operations in our Form 10-KT for the three-month transition period ended December 31, 2017.

 

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 ability to effectively integrate acquisitions and manage the larger operations of the combined businesses, (b) the Company's dependence upon a limited number of customers and the automotive industry, (c) the highly competitive industry in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (d) the acceptance in the marketplace of new products and/or services developed or under development by the Company including automotive diagnostic products and indicating instrument products, (e) the ability of the Company to further establish distribution and a customer base in the automotive aftermarket, (f) the Company's ability to capitalize on market opportunities in certain sectors, including state automotive emissions programs and original equipment manufacturer (OEM) tool programs, (g) the Company's ability to obtain cost effective financing and (h) the Company's ability to satisfy obligations under its financing arrangements. 

 

ITEM 3. MARKET RISK

 

The Company is exposed to certain market risks from transactions that it enters 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 debt subject to interest rate risk relates to funds available under Credit Agreement with JPMorgan Chase Bank (“Chase Bank”). The Company had an outstanding balance on the revolving credit facility with Chase Bank of $0.1 million and an outstanding balance on the term A loan of $1.5 million. Interest for borrowings under the Credit Agreement accrue at prime rate or a LIBOR plus an applicable margin. In addition to floating rate debt under the Credit Agreement, the Company has fixed rate debt. At June 30, 2018, the Company has outstanding amounts of $0.2 million related to convertible notes that bear interest at 0.34%. The Company also has outstanding amounts of $1.6 million and $2.3 million related to promissory notes with a related party, each bearing interest at a rate of 4.0% per annum. The Company believes that the market risk relating to interest rate movements is minimal.

 

ITEM 4. CONTROLS AND PROCEDURES

 

As of June 30, 2018, 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 as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as June 30, 2018 to ensure that information required to be disclosed by the Company in reports that 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 control over financial reporting during the quarter ended March 31, 2018 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

 

18

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS. 

Hickok AE LLC (dba Air Enterprises), a wholly owned subsidiary of Hickok Incorporated, was named as a defendant in a lawsuit filed in Superior Court in Quebec, Canada by Carmichael Engineering Ltd. of Quebec (“Carmichael”). Carmichael’s lawsuit seeks payment of invoices for materials and services it allegedly provided to Air Enterprises prior to the Company’s acquisition and relating to a third-party cooling system. The Company believes the claims have been improperly brought against Hickok. The Company denies the allegations and will vigorously defend the claims asserted against it. The Company cannot predict the outcome of the above matters or estimate the possible loss or range of loss, if any. Management believes that the allegations are without merit and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flow of the Company.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5. OTHER INFORMATION

Not applicable.

 

19

 

 

ITEM 6. EXHIBITS

 

2.1

Agreement and Plan of Merger, dated January 8, 2016, by and among First Francis Company Inc., Federal Hose Manufacturing LLC, Edward F. Crawford, Matthew V. Crawford, the Company and Federal Hose Merger Sub, Inc. (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K as filed with the Commission on January 12, 2016).

2.1(a)

Asset Purchase Agreement, effective as of June 1, 2018, by and among Buyer, the Company, Supreme, Waekon Corporation and Robert L. Bauman  (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K as filed with the Commission on June 6, 2018).

2.1(b)

Share Purchase Agreement, entered into as of July 5, 2018, by and among the Company, CAD Enterprises, Inc. and the Sellers’ Representative (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K as filed with the Commission on July 6, 2018).

10(a)

Convertible Promissory Note, dated April 9, 2014, issued by the Company to Roundball in the principal amount of $100,000.00 (incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K as filed with the Commission on January 13, 2015).

10(b)

Convertible Promissory Note, dated May 2, 2014, issued by the Company to Roundball in the principal amount of $100,000.00 (incorporated herein by reference to the appropriate exhibit to the Company's Form 10-K as filed with the Commission on January 13, 2015).

10(c)

Hickok Incorporated 2010 Outside Directors Stock Option Plan (incorporated herein by reference to Appendix A of the Company's definitive proxy statement for its 2010 annual meeting of shareholders as filed with the Commission on January 26, 2010).**

10(d)

Hickok Incorporated 2013 Omnibus Equity Plan (incorporated herein by reference to Appendix A of the Company's definitive proxy statement for its 2013 annual meeting of shareholders as filed with the Commission on January 28, 2013).**

10(e)

Convertible Loan Agreement, dated December 30, 2011, among the Company, the Investors, and solely with respect to Section 3 thereof, Robert L. Bauman (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012) effective through December 30, 2012.

10(f)

Convertible Promissory Note, dated December 30, 2011, issued by the Company to Roundball in the principal amount of $466,879.87 (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012).

10(g)

Convertible Promissory Note, dated December 30, 2011, issued by the Company to the Aplin Trust in the principal amount of $208,591.20 (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012) effective through December 30, 2012.

10(h)

Registration Rights Agreement, dated December 30, 2011, among the Company and the Investors (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012).

10(i)

Voting Agreement, dated December 30, 2011, among the Company, the Investors and the Class B Shareholders of the Company (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012) effective through December 30, 2012.

10(j)

Subscription Agreement, dated December 30, 2011, between the Company and Roundball (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012) effective through December 30, 2012.

10(k)

Form of Employment Agreement (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 5, 2012).**

10(l)

Amendment No. 1 to Convertible Loan Agreement, dated December 30, 2012, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 4, 2013) effective through December 30, 2013.

10(m)

Warrant Agreement, dated December 30, 2012, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 4, 2013) effective through December 30, 2015.

10(n)

Amendment No. 2 to Convertible Loan Agreement, dated December 30, 2013, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 2, 2014) effective through December 30, 2014.

10(o)

Amendment No. 3 to Convertible Loan Agreement, dated December 31, 2014, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 6, 2015) effective through December 30, 2015.

10(p)

Amendment No. 1 to Registration Rights Agreement, dated December 31, 2014, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on January 6, 2015).

 

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10(q)

Amendment No. 4 to Convertible Loan Agreement, dated December 30, 2015, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on December 30, 2015 effective through December 30, 2016.

10(r)

Amendment No. 1 to Warrant Agreement, dated December 30, 2015, by and between the Company and Roundball, LLC. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K as filed with the Commission on December 30, 2015) effective through December 30, 2016.

10(s)

Revolving Credit Agreement, dated June 3, 2016 between the Company and First Francis Company Inc. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K filed with the Commission on June 7, 2016).

10(t)

Revolver Credit Promissory Note, dated June 3, 2016, between the Company and First Francis Company Inc. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K filed with the Commission on June 7, 2016).

10(u)

Revolving Credit Promissory Note, dated June 27, 2016, between the Company and First Francis Company Inc. (incorporated herein by reference to the appropriate exhibit to the Company's Form 8-K filed with the Commission on June 30, 2016).

10(v)

Amendment No. 5 to Convertible Loan Agreement, dated December 20, 2016, by and between the Company and Roundball, LLC. effective through December 30, 2017 (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on December 27, 2016).

10(w)

Amendment No. 2 to Warrant Agreement, dated December 20, 2016, by and between the Company and Roundball, LLC. effective through December 30, 2017 (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on December 27, 2016).

10(x)

Credit Agreement, dated June 1, 2017, among Hickok Incorporated, Hickok Acquisition A LLC, Supreme Electronics Corp., Federal Hose Manufacturing LLC, Waekon Corporation, Hickok Operating LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on June 5, 2017.)

10(y)

Asset Purchase Agreement dated June 1, 2017, among Hickok Acquisition A LLC, Air Enterprises Acquisition LLC, A. Malachi Mixon, III and William M. Weber (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on June 5, 2017).

10(z)

Amendment No. 6 to Convertible Loan Agreement, dated December 29, 2017, by and between the Company and Roundball, LLC. effective through December 30, 2018 (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on January 4, 2018).

10(aa)

Amendment No. 3 to Warrant Agreement, dated December 29, 2017, by and between the Company and Roundball, LLC. effective through December 30, 2018 (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on January 4, 2018).

10(ab)

Credit Agreement, dated June 1, 2017, among Hickok Incorporated, Hickok Acquisition A LLC, Supreme Electronics Corp., Federal Hose Manufacturing LLC, Waekon Corporation, Hickok Operating LLC, CAD Enterprises, Inc. and JPMorgan Chase Bank, N.A., as amended July 5, 2018 (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on July 11, 2018).

10(ac)

First Amendment to Promissory Note entered into as of July 5, 2018 between Hickok Incorporated and First Francis Company, Inc. with respect to Promissory Note in the original principal amount of $2,000,000. (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on July 11, 2018).

10(ad)

First Amendment to Promissory Note entered into as of July 5, 2018 between Hickok Incorporated and First Francis Company, Inc. with respect to Promissory Note in the original principal amount of $2,768,662. (incorporated herein by reference to the appropriate exhibit to the Company’s Form 8-K filed with the Commission on July 11, 2018).

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 Taxonomy 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.

 

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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 as of the 14th day of August 2018, thereunto duly authorized.

  

  

SIGNATURE:

TITLE

/s/ Brian E. Powers

Chairman, President and Chief

Brian E. Powers

Executive Officer

  

(Principal Executive Officer)

  

  

 

 

 

 

 

 

/s/ Kelly J. Marek

Vice President and Chief Financial

Kelly J. Marek

Officer (Principal Accounting and Financial Officer)

  

  

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