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

 

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		(Unaudited)
		March 31, 2018				December 31, 2017
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents		$	848,146			$	2,444,110
Accounts receivable less allowance for doubtful accounts			8,517,840				9,011,677
Costs and estimated earnings in excess of billing			2,393,431				1,605,991
Inventories-less allowance for obsolete inventory			3,905,941				3,903,481
Prepaid Expenses and other current assets			386,247				265,456
Total Current Assets			16,051,605				17,230,715
PROPERTY, PLANT AND EQUIPMENT:
Land and Improvements			235,179				235,179
Buildings and Leasehold Improvements			2,239,763				2,239,763
Machinery and Equipment			5,153,946				5,091,360
Total Property, Plant and Equipment			7,628,888				7,566,302
Less accumulated depreciation			4,382,659				4,242,913
Property, Plant and Equipment, Net			3,246,229				3,323,389
OTHER ASSETS:
Goodwill			2,255,912				2,255,912
Intangibles, net of accumulated amortization			1,679,142				1,896,399
Deferred income taxes-less valuation allowance			2,173,892				2,173,892
Other non-current assets			3,250				3,250
Total Non-Current Other Assets			6,112,196				6,329,453
Total Assets		$	25,410,030			$	26,883,557

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		(Unaudited)
		March 31, 2018				December 31, 2017
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Convertible notes payable - related party		$	200,000			$	200,000
Notes payable - related party			428,455				352,727
Bank Debt - Current			500,000				500,000
Leases payable			56,529				55,735
Accounts payable			2,071,343				2,112,695
Unearned revenue			2,568,601				2,601,355
Accrued payroll and related expenses			648,901				723,053
Accrued expenses			1,209,408				1,340,465
Accrued income taxes			153,801				108,576
Total Current Liabilities			7,837,038				7,994,606
LONG-TERM LIABILITIES:
Notes payable - related party			3,538,603				3,651,765
Bank Debt			2,934,142				4,732,550
Leases payable			92,547				106,855
Total Long-Term Liabilities			6,565,292				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, 2,154,014 shares issued and outstanding at March 31, 2018 and 2,130,681 shares issued at December 31, 2017			2,482,534				2,246,367
Class B common shares - 2,500,000 shares authorized, 779,283 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively			710,272				710,272
Contributed capital			1,741,901				1,741,901
Treasury shares			(264,841	)			(264,841	)
Class A common shares - 15,795 shares issued at March 31, 2018 and December 31, 2017, respectively
Class B common shares - 5,667 shares issued at March 31, 2018 and December 31, 2017, respectively
Retained earnings			6,337,834				5,964,082
Total Stockholders' Equity			11,007,700				10,397,781
Total Liabilities and Stockholders' Equity		$	25,410,030			$	26,883,557

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		Three Months Ended March 31,
		2018				2017
Total Sales		$	11,878,700			$	3,346,315
Cost of Sales			8,860,259				1,968,801
Gross Profit			3,018,441				1,377,514
Operating Expenses:
Product development costs			123,029				217,316
Selling, general and administrative expenses			2,252,327				894,302
Operating Income			643,085				265,896
Other (Income) and Expenses:
Interest charges			85,933				48,192
Other (income) expense, net			58,816				(3,563	)
Total Other (Income) and Expenses			144,749				44,629
Income before Provision for Income Taxes			498,336				221,267
Provision for Income Taxes			124,584				8,127
Net Income		$	373,752			$	213,140
Net Income Per Common Share - Basic		$	0.13			$	0.07
Net Income Per Common Share - Diluted		$	0.11			$	0.07
Weighted Average Shares of Common Stock Outstanding – Basic			2,911,057				2,877,493
Weighted Average Shares of Common Stock Outstanding - Diluted			3,269,853				2,964,729

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		Three Months Ended March 31,
		2018				2017
Cash Flows from Operating Activities
Net Income		$	373,752			$	213,140
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			359,981				104,217
Loss (gain) on disposal of assets			-				4,667
Non-cash share-based compensation expense			236,167				108,500
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable			493,837				(525,746	)
Decrease (Increase) in inventories			(2,460	)			1,350
Decrease (Increase) in costs and estimated earnings in excess of billings			(787,440	)			-
Decrease (Increase) in prepaid expenses & other assets			(120,791	)			(242,154	)
Increase (Decrease) in accounts payable			(41,352	)			156,872
Increase (Decrease) in accrued payroll and related expenses			(74,152	)			59,969
Increase (Decrease) in accrued expenses			(131,060	)			34,097
Increase (Decrease) in accrued income taxes			45,228				(8,000	)
Increase (Decrease) in unearned revenue			(32,754	)			(157,557	)
Total adjustments			(54,796	)			(463,785	)
Net Cash Provided by (Used in) Operating Activities		$	318,956			$	(250,645	)

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		Three Months Ended March 31,
		2018				2017
Cash Flows from Investing Activities
Capital expenditures		$	(62,586	)		$	(65,830	)
Decrease in deposits			-				-
Net Cash Provided by (Used in) Investing Activities			(62,586	)			(65,830	)
Cash Flows from Financing Activities
Payments on related party notes			(37,434	)			(98,363	)
Payments on bank debt			(1,975,000	)			-
Borrowings on bank debt			173,614				-
Payments on capital lease			(13,514	)			(18,092	)
Net Cash Provided by (Used in) Financing Activities			(1,852,334	)			(116,455	)
Net Increase (decrease) in cash and cash equivalents			(1,595,964	)			(432,930	)
Cash and cash equivalents at beginning of year			2,444,110				3,607,452
Cash and cash equivalents at end of year		$	848,146			$	3,174,522
Supplemental disclosures of cash flow information
Interest Paid		$	156,413			$	48,677
Income Taxes Paid		$	74,560			$	20,500

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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. 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 months ended March 31, 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 three-month period ended March 31, 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.

 

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.

 

 

 

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 $13,384 and $10,175 at March 31, 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:

 

 

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:

 

 

Amortization of other intangibles assets was: $217,257 and $29,091 for the three months ended March 31, 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:

 

 

Depreciation expense was $139,746 and $75,469 for the three months ended March 31, 2018 and 2017, respectively.

 

 

 

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, 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.  The Company was not required to make any of the scheduled quarterly payments due under these notes for the remainder of calendar 2017. 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: 

 

 

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:

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

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

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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 March 31, 2018, and December 31, 2017 was $200,000.

 

 

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 an unsecured 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 and is unsecured. 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.  The outstanding borrowings on the credit facility at March 31, 2018 and December 31, 2017 were $0, respectively.

 

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:

 

 

 

 

9. EARNINGS PER COMMON SHARE 

 

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

 

 

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 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:

  

  

 

 

11. 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.

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: 

 

 

 

 

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