FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007
OR
[ ] TRANSITION REPORT UNDER 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
(Name of small business issuer in its charter)
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Issuer's telephone number (216) 541-8060
Securities registered under
Section 12(b)
of the Exchange Act:
NONE
Securities registered
under Section 12(g) of the Exchange Act:
Class A
Common Shares, $1.00 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ]
Check if there
is no disclosure of delinquent filers in response to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $12,520,061
As of December 7, 2007, the Registrant had 774,029 voting shares of Class A Common Stock outstanding and 454,866 voting shares of Class B Common Stock outstanding. As of such date, non-affiliates held 706,671 shares of Class A Common Stock and 233,098 shares of Class B Common Stock. As of December 7, 2007, based on the closing price of $17.00 per Class A Common Share on the Over The Counter Bulletin Board, the aggregate market value of the Class A Common Stock held by such non-affiliates was approximately $12,013,407. There is no trading market in the shares of Class B Common Stock.
Documents Incorporated by Reference:
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PART OF FORM 10-KSB
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DOCUMENT INCORPORATED
BY REFERENCE
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Part III (Items 9,
10, 11, 12, 13 and 14)
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Portions of the Registrant's
Definitive Proxy Statement to be used in connection with its Annual Meeting
of Shareholders to be held on February 20, 2008.
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Transitional Small Business Disclosure Format. Yes [ ] No [X]
Except as otherwise stated, the information contained in this Form 10-KSB is as of September 30, 2007.
For the fiscal years ended September 30, 2007, 2006 and 2005, Hickok Incorporated had revenues of less than $25,000,000 and less than $25,000,000 in outstanding voting and non-voting common equity held by non-affiliates. As a result, Hickok met the definition of a small business issuer under Regulation S-B and has elected to submit its future periodic reports in accordance with the disclosure requirements for small business issuers under Regulation S-B.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Development of Business
Hickok Incorporated was organized in 1915 as an Ohio corporation, and first offered its securities to the public in 1959. Except as otherwise stated, the terms "Company" or "Hickok" as used herein mean Hickok Incorporated and its two wholly-owned subsidiaries, Supreme Electronics Corp. and Waekon Corporation. Hickok develops and manufactures products used by companies in the transportation industry. Primary markets served are automotive, emissions testing, aircraft, and locomotive with sales both to original equipment manufacturers (OEM's) and to the automotive aftermarket.
Until the mid 1980's Hickok was known primarily for its ability to develop and manufacture electronic instruments for electronic servicers, precision indicating instruments for aircraft, locomotive, and industrial applications, and electronic teaching systems for vocational schools. Since the mid 1980's the Company has focused this expertise to develop and manufacture electronic diagnostic tools and equipment used by automotive technicians in the automotive market. This is now the Company's largest business segment. The Company continues to design and manufacture precision indicating instruments. This segment represents approximately 15% of the Company's current revenue.
In the early 1990's the Company had become dependent on a few large OEM customers for the majority of its business. After recognizing this dependency the Company tried several approaches to expand both its customer base and its product lines utilizing its existing expertise and acquisitions with modest success. The Company then determined that it was crucial that it expand its automotive business by designing products and opening sales channels to the automotive aftermarket. In February 1998 the Company added new products and customers within the automotive aftermarket with the acquisition of Waekon Industries.
In addition to the acquisition of Waekon Industries, the Company
embarked on development programs to design tools specifically tailored to
the needs of the automotive aftermarket and develop a variety of sales channels
to the market. Since the acquisition, the Waekon name is used by the Company
as a trademark to market its products to technicians in the automotive aftermarket
and for certain emission inspection grade equipment it manufactures. Also
the name Waekon-Hickok is used as a trademark for higher complexity equipment
primarily aimed at automotive service shops as a shop tool. The Hickok brand
is used for a family of products that are related to OEM grade tools sold
to automotive dealerships and manufacturers. These efforts have resulted in
a more balanced revenue stream.
Over the past several
years the Company has developed a reputation as a quality emissions testing
product provider. Our reputation for innovative emissions testing products
began with the Model FPT27 Gas Cap Tester that has been used in numerous state
programs by emissions testing equipment suppliers. In 2004 the Company developed
and marketed a complete emissions testing platform for a State of Pennsylvania
program. From 2002 until 2007 the Company worked with the State of California
to develop a patented product for testing leaks in vehicle evaporative emissions
systems. The California program entered the implementation phase on December
1, 2007. These emissions programs generally result in large short-term revenues
for the Company with some residual benefits to future years.
The Company's operations are currently concentrated in the United States of America. Sales are primarily to domestic customers although the Company also makes sales to international customers through domestically based distribution companies. The Company established select market international service center arrangements during fiscal 1995.
Operating Segment Information
The Company's operations are combined into two reportable business segments: 1) indicators and gauges and 2) automotive diagnostic tools and equipment. Reference is made to "Segment and Related Information" included in the notes to the financial statements.
Indicators and Gauges
For over ninety-two years the Company has developed and manufactured precision indicating instruments used in aircraft, locomotives and other applications. In recent years the Company has specialized in aircraft and locomotive cockpit instruments. Within the aircraft market, instruments are sold primarily to manufacturers or servicers of business and pleasure aircraft. Within the locomotive market, indicators are sold to both original equipment manufacturers and to operators of railroad equipment. Indicators and gauges represented approximately 15% of the Company's sales for fiscal 2007 and 13% for fiscal 2006. An original grouping of products, DIGILOG Instruments, were certified with the FAA during fiscal 2002. Subsequently several additional models have also been certified. The DIGILOG instrument is a customizable indicator that is a combination analog/digital indicator for the aircraft market. It can be adapted to display a wide variety of aircraft parameters.
Automotive Diagnostic Tools and Equipment
Since the mid 1980's
the Company has concentrated on designing and marketing instruments used to
diagnose automotive electronic systems. These products were initially sold
to Ford Motor Company but are now sold to several automotive OEM's, and to
the aftermarket using jobbers, wholesalers and mobile distributors. Since
the late 1990's sales of products designed specifically to OEM requirements
have been balanced with products developed for automotive aftermarket servicers
and the emissions testing industry. In fiscal 2007 and 2006 orders from a
supplier to OEMs for products designed to the OEM's requirements significantly
affected revenues. In fiscal 2007 and 2004 emissions products significantly
affected revenues. The aftermarket accounted for approximately 26% of the
Company's automotive diagnostic and specialty tool sales in fiscal 2007 and
29% for fiscal 2006. As a whole, automotive diagnostic tools and equipment
represented approximately 85% of the Company's sales for fiscal 2007 and
87% for fiscal 2006.
The Company has cultivated
a reputation for developing innovative tools for automotive diagnostics and
uses that reputation as leverage when it introduces new offerings. Being innovative
sometimes adds to the difficulty of training the sales channels and technician
market on the benefits of the product. An example of this is the On-Car Injector
Flow Bench (OCIFB), that the Company introduced several years ago to the
aftermarket. Sales of the product had been slowly increasing as the market
began to understand its value. In 2004 a major automotive OEM became interested
in the product's ability to measure the actual flow of fuel injectors on
the vehicle. By enabling the dealership technician to obtain flow information
they expected to substantially reduce their "no trouble found" warranty returns
of fuel injectors. A major order for the OEM's dealerships was delivered
in fiscal 2006 and an additional order for additional dealership coverage
was delivered in fiscal 2007. The order, along with a smaller order for another
innovative product that the Company has offered since 1999, resulted in almost
$7,100,000 of revenue in 2006 and $3,400,000 in 2007.
New Generation Star (NGS) is an automotive scan tool that was supported
by Ford Motor Company as a primary diagnostic tool for their vehicles since
1992. The Company had considerable success selling the NGS tool to aftermarket
customers starting in 2000. Sales of NGS both to dealerships and aftermarket
customers was a major revenue source for the Company. In 2005 Ford made the
decision to no longer support the NGS with software and introduced a new
tool to take its place. The Company decided to undertake a program to develop
its own software for NGS to cover new vehicles as they are introduced primarily
for aftermarket customers. Unfortunately, without access to a proprietary
algorithm owned by Ford there are a number of important functions that could
not be implemented on the tool. As a consequence, sales of NGS in the aftermarket
have deteriorated substantially over the past couple years.
In late 2006 the Company was able to license the security algorithm from
Ford. By late 2007 the software the Company has developed has returned the
NGS tool to factory developed software level of performance. In addition
the Company has introduced NGS PC. This product is essentially a PC based
implementation of the classic NGS product and it too is at factory level functionality.
The Company intends to put major marketing emphasis on the NGS products during
2008 and believes it can return these products to significant revenue generators.
The Company believes these products also have a significant influence on the
ability to sell other products to aftermarket customers.
The Company has developed a reputation for introducing innovative aftermarket
products. New products are essential for growth in the aftermarket business.
Because of the demands on its resources associated with major OEM and emission
projects over the past few years, new product aftermarket rollouts were fewer
than in previous years. Significant resources were devoted in 2007 and will
be devoted in 2008 to developing new aftermarket products. The Company has
a number of products well along in development that it intends to introduce
during 2008. While new product introductions were less than in previous years
the Company partly maintained its reputation with the aftermarket sales channels
for innovation because of innovative policies, promotional concepts and field
support.
Since reestablishing contacts with OEMs three years ago, the Company has
had significant success with products to these customers. The Active
Fuel Injector Tester selected by GM for all their North American dealers
added to both fiscal 2006 and 2007 revenues. It is also expected to add to
fiscal 2008 revenues because of a project currently underway to extend its
capabilities to diesel type engines. The Company also has other programs
it is working with for OEM customers that may result in significant revenues
in the future. Many of these products may also have application in the aftermarket.
The Company is striking a balance between assigning resources to the OEM
type projects that generally result in large one-time orders and aftermarket
products that generally have longer product life and consistent revenue potential
spread over longer time periods.
Vehicle emissions testing products are used by state inspection programs
to determine if vehicles comply with environmental regulations. The Company
developed a gas cap testing product in 2000 that has been very successful
and is used by most emissions equipment providers as the gas cap tester in
their offerings. Fiscal 2007 fourth quarter and fiscal 2008 first quarter
revenue were materially influenced by a product developed for the State of
California to test the fuel system of vehicles for leaks. In California,
the Company partnered with Environmental Systems Products (ESP), a major provider
of emissions testing equipment. ESP provided sales and service to customers
and the Company designed and manufactured the product. Both of these products
incorporate patented methods for making the measurements. With the continuing
attention to environmental issues in North America, the Company is optimistic
that both products will contribute to future revenues. In addition, the Company
remains sensitive to other needs that may arise to develop products for measuring
emissions related parameters.
Indicator revenues have recovered from the depressed levels of 2002 and 2003
that were due to economic conditions in the business aircraft and locomotive
markets. Although the Company does not view this segment as a high growth
potential, it does contribute significant revenues and margins. Over the
past couple of years the market appears to have flattened and year to year
variation of revenue is more dependent on customer timing than any general
market direction. Digilog, a higher margin product developed several years
ago, continues to grow modestly in importance to the product segment.
Sources and Availability of Raw Materials
Raw materials essential to the business are acquired from a large number of United States of America manufacturers and some materials are now purchased from European and Southeast Asian sources. Materials acquired from the electronic components industry include transistors, integrated circuits, resistors, capacitors, switches, potentiometers, micro controllers, and other passive parts. Fabricated metal or plastic parts are generally purchased from local suppliers or manufactured by the Company from raw materials. In general, the required materials are available, if ordered with sufficient lead times, from multiple sources at current prices.
Importance of Patents, Licenses, Franchises, Trademarks and Concessions
The Company presently has several patents and patent applications that relate to several of its products. The Company believes that its position in the industry is dependent upon its present level of engineering skill, research, sales relationships, production techniques and service. However, the Company does have several basic methodology patents related to products it offers that it considers very important to future revenue. The Company has three important patents, one related to vehicle fuel cap testing that expires in 2018 and a second patent related to gasoline fuel injector testing expiring in 2008. The most important patent is related to the testing of evaporative emissions systems that is the basis for the Company's product offering for the State of California. This patent expires in the year 2022. The Company monitors the marketplace for infringement of its patents and intends to pursue its rights should an infringement take place.Other than the names "Hickok" and "Waekon", the Company does not have any material licenses, trademarks, franchises or concessions.
Seasonality
The Company believes that there is a seasonality to the automotive aftermarket revenues. Typically the first and fourth quarters tend to be weaker than the other two quarters in this market. Orders for OEM or emissions testing products are primarily subject to customer timing requirements and have no known seasonality aspect to them. As a result, operating results can fluctuate widely from quarter to quarter and year to year. During fiscal 2007 the California evaporative emissions systems program substantially affected the fourth quarter results. During fiscal 2006 two significant OEM programs muted the seasonality of the first quarter and added to the third and fourth quarter results. The California evaporative emissions systems program will also have a significant affect on the Company's first quarter results of fiscal 2008.
Practices Relative to Working Capital Items
The nature of the Company's business requires it to maintain sufficient levels of inventory to meet rapid delivery requirements of customers. The Company provides its customers with payment terms prevalent in the industry.
Dependence on Single or Few Customers
Sales to ESP amounted to approximately 29% and sales to
General Motors Corporation also accounted for approximately 29% of the consolidated
sales of the Company during fiscal 2007. During the fiscal year ended September 30, 2006, sales to
Ford and General Motors Corporation
accounted for approximately
9% and 48% respectively of the consolidated sales of the Company. This compares
with 11% and 6% respectively during the prior fiscal year. The Company has
no long-term contractual relationships with either Ford or General Motors.
Several aftermarket distribution companies and several equipment OEM's have
become a significant source of revenue. Sales in fiscal 2007 to ESP amounted
to approximately $3,620,000 and sales to General Motors Corporation amounted
to approximately $3,683,000. Sales to General
Motors Corporation amounted to approximately
$7,100,000 or 45% of the consolidated sales of the Company for fiscal 2006
compared to approximately $211,000 or 2%
for fiscal 2005. The Company does not
feel that it is dependent on any one customer but it is dependent on sales
to this class of customers.
Backlog
At September 30, 2007, the unshipped customer order backlog totaled $5,756,000 compared to $1,621,000 at September 30, 2006 and $3,047,000 at September 30, 2005. The increase in fiscal 2007 is primarily due to increased orders in automotive diagnostic products of $4,118,000, specifically, $4,974,000 for emissions products, offset in part by decreases in automotive diagnostic products to OEM's of $830,000 and $26,000 for non-emission aftermarket products. Also contributing to the backlog increase was $24,000 for indicators and gauges. The Company expects to ship essentially the entire backlog in fiscal 2008. The decrease in fiscal 2006 versus 2005 is primarily due to decreased orders for automotive diagnostic products to OEM's and the aftermarket of $1,016,000 and $133,000 respectively. Also contributing to the backlog decrease in 2006 was $72,000 for indicators and gauges, $135,000 for emission products and $68,000 for fastening systems products.
Government Contract Renegotiation
No major portion of the business is open to renegotiation of profits or termination of contracts or subcontracts at the election of the Government. The amount of revenue derived from Government contracts is currently minimal and not material.
Competitive Conditions
The Company is engaged in a highly competitive industry and faces competition from domestic and international firms. Several of the Company's competitors have greater financial resources and larger sales organizations than the Company. Competition with respect to the Company's diagnostic tool business arises from the existence of a number of other significant manufacturers in the field, such as Snap-On, SPX Corporation, Teradyne, and Vetronix which dominate the available market in terms of total sales. The instrumentation industry is composed primarily of companies that specialize in the production of particular items as compared to a full line of instruments. The Company believes that its competitive position in this field is in the area of smaller, specialized products, an area in which the Company has operated since 1915 and in which the Company has established itself competitively by offering high-quality, high-performance products in comparison to high-volume, mass-produced items.
Research and Development Activities
The Company expensed as incurred product development costs of $2,020,312 in 2007, $1,840,182 in 2006 and $2,059,401 in 2005. These expenditures included engineering product support and development of manuals for both of the Company's business segments.
Compliance with Environmental Provisions
The Company's capital expenditures, earnings and competitive position are not materially affected by compliance with federal, state and local environmental provisions which have been enacted or adopted to regulate the distribution of materials into the environment.
Number of Persons Employed
Total employment by the Company at September 30, 2007 was 160 full-time employees. The Company has no part-time employees. None of the employees are represented by a union. The Company considers its relations with its employees to be good.
Financial Information Concerning Foreign and Domestic Operations and Export Sales
During the fiscal
year ended September 30, 2007, all manufacturing, research and development
and administrative operations were conducted in the United States of America.
Revenues derived from export sales approximated $274,000 in 2007, $1,359,000
in 2006, and $322,000 in 2005. Shipments to Australia, Canada
and Germany make up the majority
of export sales.
ITEM 2. DESCRIPTION OF PROPERTY
As of December 7,
2007 the Company had facilities in the United States of America as shown below:
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Two-story brick construction; used for corporate administrative headquarters, marketing and product development with limited manufacturing. |
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| Greenwood, Mississippi |
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One-story modern concrete block construction; used for manufacturing instruments, test equipment, and fastening systems products. | Leased, with annual renewal options extending through 2061. |
The Company
is not a party to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
EXECUTIVE OFFICERS
OF THE REGISTRANT
The following is
a list of the executive officers of the Company as of September 30, 2007.
The executive officers are elected each year and serve at the pleasure of
the Board of Directors. Mr. Robert Bauman was elected Chairman by the Board
of Directors in July 1993 and served as chairman until May 2001. He has been
President since 1991 and Chief Executive Officer since 1993. For at least
five years prior to 1991 he held the office of Vice President. The Board of
Directors elected Mr. Gregory Zoloty Senior Vice President of Finance and
Chief Financial Officer in February 2004. Mr. Zoloty was Vice President of
Finance and Chief Financial Officer since May 2001. Mr. Zoloty was Vice President
of Accounting and Chief Accounting Officer since 1994. He joined the Company
in 1986. Mr. Thomas Bauman was elected Senior Vice President of Sales and
Marketing by the Board of Directors in February 2004. Mr. Thomas Bauman was
elected Vice President of Sales and Marketing by the Board of Directors in
May 1999. He joined the Company in April 1998. In 1996 and 1997 he was President
and CEO of C&K Manufacturing. Mr. Robert Bauman and Mr. Thomas Bauman
are brothers. Mr. William Bruner was elected Senior
Vice President of Manufacturing by the Board of Directors in February 2004.
Mr. Bruner was elected Vice President of Manufacturing in August 1993. He joined
the Company in January 1974.
| OFFICE | OFFICER | AGE |
| President and Chief Executive Officer | Robert L. Bauman | 67 |
| Senior Vice President, Finance and Chief Financial Officer | Gregory M. Zoloty | 55 |
| Senior Vice President, Sales and Marketing | Thomas F. Bauman | 64 |
| Senior
Vice President, Manufacturing
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William A. Bruner |
65 |
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
a) MARKET INFORMATION
During fiscal 2007 and 2006 our Class A Common Shares were traded on The Nasdaq Over-The-Counter Bulletin Board Market under the symbol HICKA.OB. There is no market for the Registrant's Class B Common Shares.
The following table
sets forth the per share range of high and low bids (Over-The-Counter Bulletin
Board) for the Registrant's Class A Common Shares for the periods indicated.
The Over-The-Counter Bulletin Board prices reflect inter-dealer prices without
retail markup, markdown or commissions and may not represent actual transactions.
Data was supplied by Nasdaq.
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b) HOLDERS
As of December 7, 2007, there were approximately 357 shareholders of record of the Company's outstanding Class A Common Shares and 5 holders of record of the Company's outstanding Class B Common Shares.
c) DIVIDENDS
In fiscal 2007 and 2005
the Company paid a special dividend of $.10 per share on its Class A and Class
B Common Shares. In fiscal 2006 the Company paid no dividends
on either of its Class A or Class B Common Shares. Pursuant to the Company's
Amended Articles of Incorporation, no dividends may be paid on Class B Common
Shares until cash dividends of ten cents per share per fiscal year are paid
on Class A Common Shares. Any determination to pay cash dividends in the
future will be at the discretion of the Board of Directors after taking into
account various factors, including the Company's financial condition, results
of operations and current and anticipated cash needs.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Introduction
Until the mid 1980's Hickok was known primarily for its ability to develop and manufacture electronic instruments for electronic servicers, precision indicating instruments for aircraft, locomotive, and industrial applications, and electronic teaching systems for vocational schools. For the past twenty-one years the Company has used this expertise to develop and manufacture electronic diagnostic tools and equipment used by automotive technicians in the automotive service market. This is now the Company's largest business segment. The Company generated approximately 85% of its fiscal 2007 revenue from designing and manufacturing diagnostic tools for automotive diagnostics and testing. These tools enable automotive service technicians to identify problems in electronics systems and other non-electronic systems in automobiles.
Thirteen years ago two large automotive OEM companies comprised
over 80% of the company's business. A substantial portion of this business
was contingent on large programs initiated by these OEM's on a year to year
basis. The Company recognized that the OEM's were changing and that the likelihood
of the continuation of these yearly large programs was diminishing. As a
result, the Company initiated a strategy to use existing technical and manufacturing
expertise and to develop sales and marketing skills applicable to the automotive
aftermarket service industry. The strategy was aided by the acquisition of
Waekon Industries in 1998. The Company uses Waekon as the brand of its products
that are primarily intended as a technician's personal tool. The acquisition
of Waekon immediately gave the Company aftermarket products and access to
certain sales channels to that market.
The
Company also offers products for emissions testing programs. Our gas cap
testing products have become the defacto standard of gas cap testing in the
United States and most major vendors use our gas cap testers in their equipment
when gas cap testing is specified within a state program. As a result of
participation in the emissions testing market the Company developed an ability
to test for leaks in vehicle evaporative systems (gas tanks) and participated
in a New Jersey state emissions testing initiative in 1999 that did not result
in significant sales. California announced a similar initiative in mid 2003.
The Company decided to pursue this opportunity and has since devoted significant
resources to the extension of the New Jersey product to meet the California
requirements. It applied for and received a patent on the methodology it
developed for New Jersey and uses for the California product. In fiscal 2004
the Company signed an exclusive supply agreement with Environmental Services
Products (ESP) that is supplying sales, marketing, and service for the tank
testing product in the state of California. During late fiscal 2007 the California
emissions program became official and the Company's product was certified
by the State of California. The program resulted in substantial revenues
in fiscal 2007 and management believes most of the Company's backlog for
this program will be shipped and allow for positive operating results in
the first quarter of fiscal 2008.
Emissions revenue in fiscal 2007 was approximately $3,900,000, 37% of automotive
diagnostic tool revenue compared to $730,000 or 5% of fiscal 2006 diagnostic
tool revenue.
The timing of order releases and large program implementations in the Company's automotive diagnostic equipment business can cause wide fluctuations in the Company's operating results both on a quarter-to-quarter and a year-to-year basis. Orders for such equipment can be large, are subject to customer schedules, and may result in substantial variations in quarterly and yearly sales and earnings. As an example, fiscal 2007 compared to fiscal 2006 is typical of the fluctuations these large programs can cause. The fourth quarter of fiscal 2007 resulted in substantial growth and profitable operations because of the added revenue of the California emissions program. While fiscal 2006 resulted in substantial revenue growth and profitable operations for the year because of the added revenue of the OEM orders.
The Company's indicator product revenue decreased 8% in fiscal 2007 and the percentage of total Company revenues increased from 13% in fiscal 2006 to 15% in 2007 largely as a result of customer delivery requirement timing. The indicator percentage increase in total Company revenues was primarily a result of decreased total sales in fiscal 2007. In fiscal 2006 indicator product revenue increased 8% and the percentage of total Company revenues decreased to 13% from 19% in 2005. The indicator percentage decrease in total Company revenues was primarily a result of increased sales of automotive diagnostic products. The Company anticipates indicator sales will continue at current levels in fiscal 2008 and into the foreseeable future. The Company's Digilog products have added new customers to this segment that the Company anticipates will continue to grow in importance to indicator revenues and margins. Management feels that resources dedicated to this segment are adequate at the present time.The Company's order backlog as of September 30, 2007 totaled $5,756,000 as compared to $1,621,000 as of September 30, 2006 and $3,047,000 as of September 30, 2005. The increase in fiscal 2007 is primarily due to increased orders in automotive diagnostic products of $4,118,000, specifically, $4,974,000 for emissions products, offset in part by decreases in automotive diagnostic products to OEM's of $830,000 and $26,000 for non-emission aftermarket products. Also contributing to the backlog increase was $24,000 for indicators and gauges. The Company estimates that approximately 90% of the backlog at September 30, 2007 will be shipped in the first quarter of fiscal 2008. The decrease in fiscal 2006 versus 2005 is primarily due to decreased orders for automotive diagnostic products to OEM's and the aftermarket of $1,016,000 and $133,000 respectively. Also contributing to the 2006 backlog decrease was $72,000 for indicators and gauges, $135,000 for emission products and $68,000 for fastening systems products. The lower level of backlog in 2006 is more typical for the Company than the current year's large backlog.
Reportable Segment Information
In accordance with Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, the Company is required to report segment information disclosures based on how management evaluates operating performance and resource allocations. The Company has determined that it has two reportable segments: 1) indicators and gauges, and 2) automotive related diagnostic tools and equipment.
Indicators and Gauges
This segment consists of products manufactured and sold primarily to companies in the aircraft and locomotive industry. Within the aircraft market, the primary customers are those companies that manufacture or service business and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to original equipment manufacturers, servicers of locomotives, and operators of railroad equipment.
Automotive Diagnostic Tools and Equipment
This segment consists primarily of products designed and manufactured to support the testing or servicing of automotive systems using electronic means to measure vehicle parameters. These products are sold to OEM's and to the aftermarket using several brand names and a variety of distribution methods. Included in this segment are products used for state required testing of vehicle emissions. Also included in this segment are fastening control products used primarily by large manufacturers to monitor and control the "nut running process" (the controlled tightening of threaded fasteners) in assembly plants. This equipment provides high quality joint control and documentation.
Results of Operations
Sales for the fiscal year
ended September 30, 2007 decreased to $12,520,061, a decrease of approximately
21% from fiscal 2006 sales of $15,877,719. This decrease in sales was volume-driven
and attributable primarily
to lower product sales of approximately $3,180,000. Service sales in fiscal
2007 decreased by approximately $178,000 and the reduction was volume related,
compared to fiscal 2006.Product sales were $11,950,863
in fiscal 2007 compared to $15,130,872 in fiscal 2006. The decrease in product
sales occurred in both the indicator and gauges segment, and the automotive
diagnostic equipment segment. The dollar decreases were approximately $176,000
and $3,004,000 respectively.Within the automotive diagnostic
products, emission product sales increased approximately $3,177,000 and aftermarket products and
OEM products decreased approximately $1,171,000 and $4,908,000 respectively.
Fastening systems products sales declined by $100,000. Fiscal 2007 benefited from a large state emissions program while
fiscal 2006 benefited
from two large orders for proprietary diagnostic products to the dealership
network of a major vehicle OEM. Fiscal 2008 product sales
are expected to increase modestly including the balance of the emissions
testing program for the State of California.The reduction in service
sales was volume related and attributable to lower repair sales. The current level of service
revenue is expected to decline slightly for fiscal 2008.
Sales for the fiscal year ended September 30, 2006 increased to $15,877,719, an increase of approximately 64% from fiscal 2005 sales of $9,670,694. This increase in sales was volume-driven and attributable primarily to higher product sales of approximately $6,439,000. Service sales in fiscal 2006 decreased by approximately $232,000 and the reduction was volume related compared to fiscal 2005.Product sales were $15,130,872 in fiscal 2006 compared to $8,691,822 in fiscal 2005. The increase in product sales occurred in both the indicator and gauges segment and the automotive diagnostic equipment segment. The dollar increases were approximately $123,000 and $6,316,000 respectively. Within the automotive diagnostic products, OEM product sales and emission product sales increased approximately $7,382,000 and $87,000 respectively offset by a decline in aftermarket product sales and fastening systems products sales of approximately $930,000 and $95,000 respectively. Fiscal 2006 benefited from two large orders for proprietary diagnostic products to the dealership network of a major vehicle OEM with no similar orders for fiscal 2005. The reduction in service sales was volume related and attributable to lower repair sales.
Cost of products sold in fiscal 2007 was $7,240,071 or 60.6% of net product sales compared to $8,183,500 or 54.1% of net product sales in fiscal 2006. Cost of products sold during fiscal 2005 was $5,197,059 or 59.8% of net product sales. The increase in the percentage of cost of products sold to product sales between fiscal 2007 and 2006 was due primarily to lower product sales which absorbed less of the fixed costs and to a change in product mix. The decrease in the percentage of cost of products sold to product sales between fiscal 2006 and fiscal 2005 was due primarily to higher product sales which absorbed more of the fixed costs and to a change in product mix. The cost of products sold percentage in fiscal 2008 is expected to decline slightly, although it is not expected to reach the levels experienced in fiscal 2006.
Cost of services sold
in fiscal 2007 was $552,313 or 97.0% of net service sales compared to $602,659
or 80.7% respectively in fiscal 2006. Cost of services sold during fiscal
2005 was $836,371 or 85.4% of net service sales. The increase in
the cost of services sold as a percentage of net service sales between fiscal
2007 and 2006 was due primarily to a lower sales volume for chargeable repairs
and higher warranty related
costs associated with certain of the automotive diagnostic products.The percentage and dollar
decrease in the cost of services sold between fiscal 2006 and
2005 was due primarily to lower warranty related
costs associated with certain of the automotive diagnostic products and to a lower sales
volume of chargeable repairs. The percentage of
cost of services sold relative to net service sales is expected to continue
at approximately the current levels in fiscal 2008.
The percentage decrease in fiscal 2006 compared to fiscal 2005 was due to higher total sales in fiscal year 2006. Marketing expenses were approximately $2,446,000 in fiscal year 2006 compared to $2,674,000 in fiscal 2005. Within marketing expenses, decreases were primarily in promotional expenses of $49,000, advertising of $48,000, travel expense of $57,000, fulfillment expenses of $37,000, credit and collection expense of $29,0000, freight of $22,000 royalty expense of $12,000 and commissions of $7,000. The decline in marketing expenses was offset in part by an increase primarily in labor costs of $36,000 as a result of a special bonus paid to marketing employees in late September 2006 and outside consulting of $19,000. Administrative expenses were approximately $1,963,000 in fiscal year 2006 compared to $1,571,000 in fiscal 2005. The dollar increase was due primarily to an employee bonus provision during fiscal 2006, which was included in accrued payroll and related expenses, of approximately $392,000 compared to no bonus provision in fiscal year 2005. In addition wages increased primarily due to a special bonus paid to administrative employees in late September 2006 of $39,000 and an increase in staff of $16,000, offset in part by a decrease in outside professional fees of $25,000. Fiscal 2005 also benefited slightly in the fourth quarter from temporary wage and staff reductions which were implemented in August 2005.
Interest charges were $49,477 in fiscal 2007 compared with $64,582
in fiscal 2006 and $21,465 in fiscal 2005. The decrease
in interest charges in fiscal 2007 compared to fiscal 2006 was due to lower
levels of short-term borrowings during fiscal 2007. The increase in interest charges in fiscal 2006 compared to fiscal
2005 was due to increased short-term borrowings to fund the higher sales volume.
The Company anticipates interest expense to decrease slightly in fiscal 2008.
Income taxes
in fiscal 2007 were $8,000 which includes a valuation allowance of $443,000
representing an effective income tax rate of 1%. The tax rate in fiscal
2007 was lower than the normal tax
rate of 37% due to the recording of a valuation allowance. Income taxes in fiscal 2006
were $273,500 which represents an effective income tax rate of 25%. The tax
rate in fiscal 2006 was lower than the normal tax
rate of 37% due to the utilization of research and development tax credits. Income taxes in fiscal
2005 were a negative $912,300 which represents a recovery of income taxes
at a 37% effective tax rate. It is anticipated
that the effective tax rate in fiscal 2008 will be similar to fiscal 2006. Management anticipates
that future business will generate sufficient taxable income (approximately $6,015,000) during the carryforward
period to realize the deferred tax benefits. The deferred tax benefits
begin to expire in 2015. The valuation allowance was recorded in 2007 as
a conservative measure due to the additional
loss and the increased likelihood of tax credits expiring before being
utilized.
The net loss
in fiscal 2007 was $649,412, or $.53 per share which was a decrease of $1,453,025
as compared to the net income of $803,613, or $.66 per share in fiscal 2006.
The change in fiscal 2007 versus fiscal 2006 was due primarily
to a lower sales volume. The California emissions
program became official and the Company's product was certified by the State
in late fiscal 2007. Although the Company had sufficient orders there was
not sufficient time to produce enough product to attain a profitable fiscal
2007. The net loss in fiscal 2005 was $1,573,772, or $1.30
per share. The change in fiscal 2006 versus fiscal 2005 was due primarily
to a higher sales volume. Fiscal 2006 benefited from a large
order for a proprietary diagnostic product to the dealership network of a
major vehicle OEM with no similar order for fiscal 2005.
Liquidity and Capital Resources
Current assets of $10,244,505 at September 30, 2007 were 2.4 times current liabilities and the total of cash and cash equivalents, short-term investments and receivables was 1.2 times current liabilities. These ratios compare to 3.4 and 1.9 respectively at the end of fiscal 2006. Total current assets increased by approximately $603,000 from the previous year end due primarily to an increase in cash and cash equivalents, accounts receivable and inventory of approximately $541,000, $241,000 and $822,000 respectively. The increase was offset in part by a decrease in short-term investments and deferred income taxes of approximately $849,000 and $170,000 respectively. The decrease in short-term investments was due to the sale of all the mutual fund investments late in the fourth quarter. The increase in accounts receivable was due primarily to a higher sales volume in the fourth quarter of fiscal 2007 versus fiscal 2006. Inventory increased due to the production of the California emissions product. The Company began delivering part of the California emissions program referred to elsewhere herein during the fourth quarter of fiscal 2007 effectively masking any seasonality aspect of the Company's business and primarily causing the increase in accounts receivable. Most of this order will be completed by the end of the first quarter of fiscal 2008.
Working capital at September 30, 2007 was $5,949,832 as compared to $6,790,066 a year ago. The decrease of approximately $840,000 was due primarily to an increase in short-term financing and accounts payable of approximately $600,000 and $1,524,000 respectively offset in part by decreases in accrued payroll and related expenses and accrued expenses of approximately $390,000 and 157,000 respectively. In addition, short-term investments and deferred income taxes decreased approximately $849,000 and $170,000 respectively, offset in part by an increase in cash and cash equivalents, accounts receivable and inventory of approximately $541,000, $241,000 and $882,000 respectively. The decrease in short-term investments was due to the management's decision to sell all mutual fund investments during the fourth quarter of fiscal 2007 due to the volatility of the stock market. The increase in accounts receivable and inventory was due primarily to the delivery of initial units of the California emissions program order referred to elsewhere herein during the fourth quarter of fiscal 2007.
Internally generated funds in fiscal 2007 were a negative $816,918 and were not adequate to fund the Company's primary non-operating cash requirements consisting of capital expenditures of $150,142. The primary reason for the negative cash flow from operations in fiscal 2007 was the net loss of $649,412 and an increase in accounts receivable and inventory of $240,672 and $822,478 respectively. Also contributing to the negative cash flow was a decrease in accrued payroll and related expenses and accrued expenses of $390,195 and $157,325 respectively. The negative cash flow was financed through short-term borrowings with the Company's lender. Internally generated funds in fiscal 2006 were a negative $1,939,527 and were not adequate to fund the Company's primary non-operating cash requirements consisting of capital expenditures of $93,773. The primary reason for the negative cash flow from operations in fiscal 2006 was the increase in accounts receivable of $3,351,366. The negative cash flow was financed through short-term borrowings with the Company's lender. Internally generated funds in fiscal 2005 were a negative $2,336,927 and were not adequate to fund the Company's primary non-operating cash requirements consisting of capital expenditures of $235,470. The primary reason for the negative cash flow from operations in fiscal 2005 was the net loss of $1,573,772 and a $466,100 reduction in accrued payroll and related expenses. The Company expects internally generated funds in fiscal 2008 from operating activities to be adequate to fund approximately $200,000 of capital expenditures. Most of the capital expenditures will be made to upgrade information technology and manufacturing equipment.The Company has a credit agreement with its financial lender that provides for a secured revolving credit facility of $2,500,000 with interest generally equal to two and one half percent per annum plus one month LIBOR. The agreement is set to expire in February 2008. The agreement is secured by the Company's accounts receivable, inventory, equipment and general intangibles. The credit agreementcontains affirmative covenant requirements, tested on an annual basis, that require the Company to maintain a tangible net worth of $8,000,000 and a pre-tax interest coverage ratio of not less than 3.0 to 1.0. In addition, a borrowing base addendum generally allows for borrowing based on an amount equal to eighty five percent of eligible receivables, plus an amount equal to the lesser of either forty percent of eligible inventory or $1,000,000. The revolving credit facility is subject to a review by the Company's lender in 2008. The Company had outstanding borrowings of $1,947,700 under this loan facility at September 30, 2007. The Company violated the pre-tax interest coverage ratio covenant due to a loss at September 30, 2007 and obtained a waiver from its financial lender. The Company is in compliance with its other loan covenant. During fiscal 2008 the Company's business may require a short-term increase in inventory and accounts receivables. Whenever there may be a requirement to increase inventory in fiscal 2008 there will be a negative but temporary impact on liquidity. The Company believes that internally generated funds and the revolving line of credit will provide sufficient liquidity to meet ongoing working capital requirements.
Off-Balance Sheet Arrangements
Hickok has no off-balance sheet arrangements (as defined in Regulation S-B Item 303 paragraph (c)(2)) 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 describes its significant accounting policies in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-KSB. However, in response to the SEC's Release No. FR-60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies", issued December 12, 2001, the Company has identified the policies it believes are most critical to an understanding of the Company's financial statements. Since application of these accounting policies involves the exercise of judgment and use of estimates, actual results could differ from those estimates.
Revenue Recognition - Revenue is recognized as manufactured items are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Revenue from development contracts is recorded as agreed upon milestones are achieved.
Inventory Valuation and Reserves - Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. The Company's business may require an increase in inventory of component parts, work-in-process and finished goods in order to meet anticipated delivery schedules of customers. However, we are responsible for excess and obsolete inventory purchases in excess of inventory needed to meet customer demand forecasts, as well as inventory purchases generally not covered by supply agreements, or parts that become obsolete before use in production. If our forecasts change or excess inventory becomes obsolete, the inventory reserves included in our financial statements may be understated.
Deferred Taxes - Deferred income taxes are provided for temporary differences between financial and tax reporting in accordance with the provisions of Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes." Significant factors considered by the Company in estimating the probability of the realization of deferred taxes include expectations of future earnings and taxable income, as well as application of tax laws in the jurisdictions in which the Company operates.
The Company does not have off-balance sheet arrangements, financing, or other relationships with unconsolidated entities or persons, also known as "special purpose entities" (SPEs).
Impact of Inflation
In
recent years, inflation has had a minimal effect on the Company because of
low rates of inflation and the Company's policy minimizing the acceptance
of long-term fixed rate contracts without provisions permitting adjustment
for inflation.
Market
Risk
The Company
is exposed to certain market risks from transactions that are entered into
during the normal course of business. The Company has not entered into derivative
financial instruments for trading purposes. The Company's primary market risks
are exposure related to interest rate risk and equity market fluctuations.
The Company's only debt subject to interest rate risk is its revolving credit
facility. The Company has a balance of $1,947,700 on its revolving credit
facility at September 30, 2007, which is subject to a variable rate of interest
based on the prime commercial rate. As a result, the Company believes that
the market risk relating to interest rate movements is minimal. In addition,
the Company maintains investments in a number of mutual funds from time to
time. These funds are subject to normal equity
market fluctuations. The Company
believes the equity market fluctuation risk is acceptable because the funds
can be sold on demand.
Forward-Looking Statements
The foregoing discussion
includes forward-looking statements relating to the business of the Company.
These forward-looking statements, or other statements made by the Company,
are made based on management's expectations and beliefs concerning future
events impacting the Company and are subject to uncertainties and factors
(including, but not limited to, those specified below) which are difficult
to predict and, in many instances, are beyond the control of the Company.
As a result, actual results of the Company could differ materially from those
expressed in or implied by any such forward-looking statements. These uncertainties
and factors include (a) the Company's dependence upon a limited number of
customers, (b) the highly competitive industry in which the Company operates,
which includes several competitors with greater financial resources and larger
sales organizations, (c) the acceptance in the marketplace of new products
and/or services developed or under development by the Company including automotive
diagnostic products, fastening systems products and indicating instrument
products, (d) the ability of the Company to further establish distribution
and a customer base in the automotive aftermarket, and (e) the Company's ability
to capitalize on market opportunities including state automotive emissions
programs and OEM tool programs.
The following
pages contain the Financial Statements and Supplementary Data as specified
for Item 7 of Part II of Form 10-KSB.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SHAREHOLDERS AND
BOARD OF DIRECTORS
HICKOK INCORPORATED
CLEVELAND,
OHIO
We have audited the accompanying consolidated balance sheet of HICKOK INCORPORATED as of September 30, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board "United States". Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatement. The Company has determined it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Hickok Incorporated as of
September 30, 2007 and 2006, and the consolidated results of their operations
and their cash flows for each of the years in the three-year period ended
September 30, 2007 in conformity with accounting principles generally accepted
in the United States of America.
As discussed
in Note 6 to the financial statements, the Company was required to adopt SFAS
123(r), Share-Based Payment, in 2007.
/s/ Meaden & Moore, Ltd.
MEADEN &
MOORE, Ltd.
CERTIFIED
PUBLIC ACCOUNTANTS
NOVEMBER
29, 2007
CLEVELAND,
OHIO
F-1
CONSOLIDATED BALANCE SHEET
HICKOK
INCORPORATED
SEPTEMBER
30
ASSETS
|
2007
|
2006
|
||||
|
|
|||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents |
$601,979
|
$61,363
|
|||
| Short-term investments - available for sale | - | 848,698 | |||
| Accounts receivable-less allowance for |
4,623,055
|
4,382,383
|
|||
| doubtful accounts of $10,000 ($75,000, 2006) | |||||
| Inventories-less allowance for obsolete |
4,585,552
|
3,763,074
|
|||