ITEM 1. 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 subsidiary. Previously inactive subsidiaries were dissolved during fiscal 1993.
In February 1995 the shareholders approved a change in the Company's name to Hickok Incorporated from The Hickok Electrical Instrument Company, which was not representative of the Company's current products and markets and may have conveyed an inaccurate image of the Company to customers, prospects and investors. For those reasons the name change was made.
The Company is primarily involved in providing products and services to original equipment manufacturers within the transportation industry. The major market served is automotive. Other markets with which the Company is involved include aircraft, locomotive and marine markets.
Regarding the products the Company supplies to the transportation industry, the Company for many years has developed and produced precision indicating instruments for aircraft, locomotive and general industrial applications. In recent years the Company has adapted this expertise to become a leader in the development of electronic diagnostic equipment for the automotive market. Production of diagnostic test equipment is now one of the Company's largest product classes.
In fiscal 1994 the Company added a new product for the automotive market as part of a strategic program to expand both its customer base and its product line using its existing expertise. In February, 1994 the Company acquired the fastening systems business from Allen-Bradley Company, Inc. The new business provides computerized equipment to control tools that tighten threaded fasteners in an automotive assembly plant to provide high quality threading applications. General Motors is the major customer for fastening systems products. The fastening systems business was fully integrated into Hickok's operations by June, 1994. This product has become a major part of
the Company's total business.
In addition to its products, the Company also provides various services to the transportation industry generally and to the automotive market in particular. These services have become a very important component of the Company's business and were developed because of the Company's close working relationship with Ford Motor Company in the development of diagnostic tools to service engines and other electronic systems in Ford automobiles. The Company develops software for its own diagnostic tools used by Ford and assists in supporting the overall Ford diagnostic system. This support is primarily in the areas of software specifications and technical writing for the engine, body chassis and electrical systems. In addition, the Company supports the development of data bases used to track information generated from Ford's diagnostic system. Finally, the Company provides telephone hotline information to assist technicians who diagnose Ford vehicles in the dealership.
The Company also provides technical training to automotive technicians and engineers relating to the use of diagnostic equipment on automobiles and to the various components themselves. This training is provided both in the Company's classroom facility and at customer sites and was implemented largely as a result of the Company's involvement with Ford Motor Company.
Finally, in the service area, the Company is using its in-house expertise to provide publishing services to its automotive customers. Documents such as training manuals, sales and product brochures and other items are designed and produced. This service was first offered three years ago and its growth has been modest to date.
The Company's operations are currently concentrated in the United States. Sales are primarily to domestic customers although the Company also makes sales to international customers on a world-wide basis. Because its international presence is growing, the Company has established international representation in the sales and service area in fiscal 1995.
DESCRIPTION OF BUSINESS
PRODUCTS
The Company operates in one major industry segment: instrumentation and controls products for the transportation industry.
The Company designs, manufactures and markets instruments used to diagnose problems and to support the servicing of automotive electronic systems. These products are sold primarily to original equipment manufacturers but also to the aftermarket using jobbers and wholesalers. The Company has increased its marketing efforts in order to expand the aftermarket business. Currently the aftermarket accounts for less than 5% of automotive diagnostic tool sales.
As a result of the acquisition of the fastening systems business in February, 1994, the Company designs and manufactures instrumentation used to monitor and control pneumatic and electric tools that tighten threaded fasteners so as to provide high quality threading applications. The
equipment is sold to original equipment manufacturers in the automotive market.
The Company develops software and designs systems that are used to develop diagnostic strategies involving automotive electronic systems. The Company also provides automotive service and engineering technicians with training in servicing electronic systems. Leased facilities in Lincoln Park, Michigan are the headquarters for the training activities. Publishing services provided to automotive customers are also performed in Lincoln Park.
In addition, the Company specializes in the development, manufacture and marketing of precision indicating instruments used in aircraft, locomotives and other original equipment applications. Within the aircraft market, the Company sells its instruments primarily to manufacturers of business and pleasure aircraft.
Revenue by class of product/service is shown in the table below.
New Products/Services
A major new development in fiscal 1995 was the growth of the fastening systems product which was added by way of acquisition in mid-fiscal 1994. The acquisition was a strategic move to diversify both the customer base and the product line using existing engineering and manufacturing expertise. Fastening systems accounted for $10,968,000 in revenue in fiscal 1995 due to the sale of several large networked systems to General Motors Corporation. However, a larger portion of the market for fastening controls is based on the use of independent single tool controls. Hickok began developing a new line of controls for this market in fiscal 1995 and expects to introduce its single tool control product called ProSpec 1000 in mid-fiscal 1996.
There were several new market and product developments in fiscal 1995 within the diagnostic instrument area. The New Generation STAR tool (NGS) was introduced for the first time to Ford dealers in Australia, South America and South Africa. In fiscal 1996 the NGS unit is expected to be introduced to several countries in Europe, Asia and the Far East. A new product, the End-of- Line (EOL) unit was installed at a Ford and Mazda assembly plant in Mexico and Michigan respectively. The EOL unit performs the final test of an automobile's various electronic systems as the vehicle exits the assembly line. A similar unit is being developed for at least one other vehicle manufacturer. Another new product under development is an electrical vehicle controller to be used by an OEM currently involved in building several thousand electric vehicles for fleet use. These controllers are expected to be available in fiscal 1996. Finally, a secondary ignition analyzer for large, non-automotive internal combustion engine users was
introduced in late fiscal 1995. Orders for the Watchdog 2000 Secondary Ignition Monitor are expected in fiscal 1996. A smaller, portable version will be developed in fiscal 1996 for use as a periodic maintenance tool for similar though smaller engines.
Development of the analog/digital indicator for the aircraft market continued in fiscal 1995 and orders for the product are expected in early fiscal 1996. Acceptance of this product in the industry should allow for significant market expansion of the indicator product class. Another new indicator under development is the solid state indicator which uses an electronic liquid crystal device to display data. The product's long life and light weight make it attractive. This product should be available in about a year.
New product developments in fiscal 1994 included the addition to the NGS unit of communication capability with the electronic systems contained in General Motors vehicles. In addition, direct GM capability was added to the Transmission Tester. This was done to enhance these products in the aftermarket. Other product enhancements include developing anti-lock brake and traction control cables to allow for diagnosis of those systems and adding printer capability to the Fuel Injection Regular System Tester (FIRST). Preliminary development continued on diagnostic tools for use on electric vehicles and initial development began on secondary ignition analyzer for large non-automotive, internal combustion engine users.
New product development efforts during fiscal 1993 included establishment of the Advanced Training Group whose focus is on training of engineering personnel on Ford Electronic Engine Controls (EEC) Systems and on Ford's Service Bay Diagnostic System. The Advanced Training Group operates out of a leased 20,000 sq. ft. facility in Lincoln Park, Michigan. In May 1993 Hickok Creative Services was established, offering a technical publications capability to automotive customers. It had no revenue in fiscal 1993. Continuing development on the Company's New Generation STAR (NGS) resulted in the issuance of two additional software upgrades for Ford vehicles and several cable adapters. In addition, as part of the original plans for NGS, all units were updated by installation of circuitry enabling the unit to communicate with the newly mandated On-Board Diagnostics (OBD) II communications link to all manufacturers' engine control computers. A tester for automatic diagnosis of both distributor and distributorless ignition systems, which was partially developed in fiscal 1992, was completed in fiscal 1993 and sold to Ford dealerships.
SOURCES AND AVAILABILITY OF RAW MATERIALS
Raw materials essential to the business are acquired primarily from a large number of U. S. manufacturers within the electronic components industry. Materials include transistors, integrated circuits, resistors, capacitors, switches, potentiometers and fabricated metal or plastic parts. 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 owns certain patents and patent applications which relate to certain of its products. It does not consider that any one patent or group of patents is material to the conduct of its business as a whole and believes that its position in the industry is dependent upon its present level of engineering skill, research, production techniques and service rather than upon its ownership of patents. The Company does not have any material licenses, trademarks, franchises or concessions.
SEASONALITY
The Company does not believe there is any significant seasonality to its business, except to the extent that shipments of certain products are dependent upon customer release dates. The Company's operating results often fluctuate widely from quarter to quarter. The primary reason for such quarterly fluctuations is the effect of the Company's automotive diagnostic test equipment business, since orders for such equipment frequently are relatively large and subject to customer release. In recent years, the fourth quarter of each fiscal year has accounted for a large portion of the Company's net sales. However, the Company does not believe that the importance of the fourth quarter is due to seasonal factors, but instead to the timing of customer release of orders.
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 UPON SINGLE OR FEW CUSTOMERS
During the fiscal year ended September 30, 1995, sales to Ford and General Motors Corporation accounted for approximately 50% and 37% respectively of the consolidated sales of the Company. This compares with 64% and 12% respectively during the prior fiscal year. The Company has no long-term contractual relationships with either Ford or General Motors, and the loss of business from either one without a corresponding increase in business from new or existing customers would have a material adverse effect on the Company.
BACKLOG
At September 30, 1995, the unshipped customer order backlog totaled $4,337,000 in contrast to $9,385,000 at September 30, 1994 and $4,271,000 at September 30, 1993. The decrease in fiscal 1995 relative to fiscal 1994 is largely due to orders for fastening systems products. This business was acquired in mid-fiscal 1994 and an extraordinarily large order for $5.5 million was booked late in the year. At the end of fiscal 1995 backlog for fastening products was $1.1 million, a more typical backlog level for this product class.
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.
COMPETITIVE CONDITIONS
The Company is engaged in a highly competitive industry and faces competition from domestic and international firms. Several of the companies with which the Company competes 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 SPX Corporation, Hewlett-Packard and Vetronix which dominate the total available market in terms of total sales. With regard to fastening systems products, competition comes from both companies that make the equipment to control fastening tools and from the tool makers themselves. Specific names include Beta Tech, Atlas Copco, and Stanley. Hickok is a major supplier in the high end market consisting of multi-spindle fastening system control systems. The instrumentation industry is composed primarily of companies which specialize in the production of particular items as opposed to a full line of instruments. The Company believes that its competitive position in this field should be gauged 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 when incurred product research and development costs of $3,550,450 in 1995, $2,145,073 in 1994 and $2,018,892 in 1993. These expenditures included engineering product support, support for development of diagnostic system manuals and research and development for fastening systems products.
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, 1995 was 354 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, 1995, all manufacturing, research and development and administrative operations were conducted in the United States. Revenues derived from export sales approximated $887,000 in
1995, $538,000 in 1994, and $586,000 in 1993. Shipments to Canada make up the majority of export sales.
ITEM 2.
ITEM 2. PROPERTIES
During fiscal 1995, the Company had facilities in the United States as shown below:
Owned or Location Feet Description Leased - -------- ------ ----------- --------
Cleveland, 37,000 Two-story brick construction; Owned Ohio used for corporate administra- tive headquarters, marketing and product development with limited manufacturing.
Greenwood, 63,000 One-story modern concrete Leased, with Mississippi block construction; used annual renewal for manufacturing instru- options extending ments, test equipment, and through 2061. fastening systems products.
Lincoln Park, 20,000 One-story modern concrete Leased, with a Michigan block construction. used renewal option for training and publishing. extending through 1999.
Management believes that the Mississippi and Michigan facilities are adequate to provide for current and anticipated business. In fiscal 1996 the Company plans for modest expansion of the Cleveland facility to improve operating efficiencies. This expansion was anticipated to occur in fiscal 1995 but zoning changes delayed the project for almost a year.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT*
The following is a list of the executive officers of the Company as of September 30, 1995. The executive officers are elected each year and serve at the pleasure of the Board of Directors. Mr. Bauman was elected Chairman by the Board of Directors in July 1993. He has been President since 1991. For at least five years prior to 1991 he held the office of Vice President. Mr. Nowakowski was elected Vice President, Finance and Chief Financial Officer by the Board of Directors in December, 1993. He joined the Company in July, 1993 and, for at least five years prior to 1993, was a Vice President with Huntington National Bank in Cleveland, Ohio.
Office Officer Age ------ ------- ---
Chairman, President and Robert L. Bauman 55 Chief Executive Officer
Vice President, Finance Eugene T. Nowakowski 52 and Chief Financial Officer
* The description of Executive Officers called for in this Item is included pursuant to Instruction 3 to Section (b) of Item 401 of Regulation S-K.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a) MARKET INFORMATION
The Registrant's Class A Common Shares are traded in the over-the- counter market (NASDAQ Symbol: HICKA). There is no market for the Registrant's Class B Common Shares. The following table sets forth the range of high and low bid prices for the Registrant's Class A Common Shares for the periods indicated, which prices reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions:
BID PRICES FOR THE YEARS ENDED:
Source of quotations: NASDAQ. Data adjusted for a 2 for 1 stock split in April, 1995.
b) HOLDERS
As of December 14, 1995, there were approximately 630 holders of record of the Company's outstanding Class A Common Shares and approximately 5 holders of record of the Company's outstanding Class B Common Shares.
c) DIVIDENDS
On July 10, 1995 the Company paid a special dividend of $.10 per share to the holders of its Class A and Class B Common Shares. On January 25, 1995 the Company paid a special dividend of $.175 per share to the holders of its Class A and Class B Common Shares. On January 25, 1994 the Company paid a special dividend of $.15 per share to the holders of its Class
A and Class B Common Shares. On December 6, 1995, the Company declared a special dividend of $.10 per share payable on January 25, 1996 to the holders of record of its Class A and Class B Common Shares on January 3, 1996. The declaration and payment of future dividends is restricted, under certain circumstances, by the provisions of the Company's bank loan agreement. Such restriction is not expected to materially limit the Company's ability to pay dividends in the future, if declared.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Note: Share data adjusted for a 2 for 1 stock split in April 1995.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
For many years Hickok has had a long established reputation as a leader in the development and manufacture of high technology precision indicating instruments for aircraft, locomotive and general industrial applications. For example, aircraft cockpit instruments represent important products for the Company. Over the years, Hickok has also been recognized as an authority in the design and implementation of electronics circuitry. In addition, the Company has considerable experience in technical training and vocational education, developing training courses and manuals for instruction of technical skills.
In recent years these areas of expertise have combined to make the Company one of the leaders in automotive electronics diagnostic technology. Hickok designs and manufactures diagnostic tools which enable automotive service technicians to identify problems in the rapidly increasing number of electronics systems in automobiles. Hickok develops instructional programs and trains automotive technicians and engineers in the use of electronic diagnostic tools and systems. The Company now has three operating units based in the Detroit, Michigan area. One unit, housed in a Ford Motor Company facility in Allen Park, develops diagnostic strategies and provides other services for Ford. The other two groups are housed in Lincoln Park in a facility leased by Hickok and provide training and technical publication services.
In February, 1994 the Company added a new product for the automotive market by acquiring the fastening systems business from Allen-Bradley Company, Inc. This was part of a strategic program to expand both the Company's customer base and its product line using existing expertise. The new business provides computerized equipment to control tools that tighten threaded fasteners in an automotive assembly plant to provide high quality threading applications. The fastening systems business was fully integrated into Hickok's operations by June, 1994 and made a positive contribution to the Company's operations in the last two fiscal years. This product class has become a major part of the Company's total business.
The timing of order releases in the Company's automotive diagnostic test equipment business often creates wide fluctuations in the Company's operating results, particularly on a quarter-to-quarter basis. The same situation applies to the Company's newly acquired fastening systems products. Orders for such equipment frequently are relatively large and subject to customer release. The result can be substantial variations in quarterly sales and earnings. For example, fiscal 1995 fourth quarter net income of $529,082, or $.44 per share, represented 29.5% of the year's total net income. More dramatic results occurred in fiscal 1994 when fourth quarter net income of $813,819, or $.68 per share, represented 52.3% of the year's total net income. The Company's contracts are subject to customer release, and although historically the fourth quarter has accounted for a larger portion of sales and net income, there can be no assurance that the Company's customers will continue to authorize release of contracts during the fourth quarter of future fiscal years. The Company is not aware of any seasonal factors which lead to its customers' release of orders.
Short-term earnings also can be affected by increases in expenditures for product development, which has become increasingly significant in the Company's operations.
The Company's order backlog as of September 30, 1995 totaled $4,337,000 as compared to $9,385,000 as of September 30, 1994 and $4,271,000 as of September 30, 1993. The decrease in fiscal 1995 relative to fiscal 1994 is largely due to orders for fastening systems products. This business was acquired in mid-fiscal 1994 and an extraordinarily large order for $5.5 million was booked late in the year. At the end of fiscal 1995 backlog for fastening products was $1.1 million which is a more typical backlog level for this product class.
RESULTS OF OPERATIONS
Sales for the fiscal year ended September 30, 1995 rose to $29,384,191, an increase of approximately 31% from fiscal 1994 sales. This increase in sales is almost totally volume-driven and is attributable to significantly higher sales of fastening systems products. Sales of fastening systems products increased $8,316,000 which more than offset both a 5% volume decrease in product sales other than fastening product and an 11% decrease in service sales, almost all of which was volume related.
Sales for the fiscal year ended September 30, 1994 of $22,491,278 were up approximately 8% from fiscal 1993 sales. The increase between fiscal 1994 and fiscal 1993 was primarily due to the addition of the fastening systems business which offset modest volume decreases in automotive diagnostic equipment and price-related decreases in service sales.
The high level of fastening systems sales realized in fiscal 1995 will not continue in fiscal 1996 due to lower backlog at the end of fiscal 1995. Even though sales of automotive diagnostic equipment have experienced a slight decline the past three years, continuing development of existing and new products and the opening of new international markets provide opportunities for reversing that trend in fiscal 1996. For example, sales of approximately 4,000 NGS units to Mazda dealers outside of North America, previously expected to occur in late fiscal 1995, are now planned for early in fiscal 1996. In addition, approximately 1,000 NGS units are expected to be sold in fiscal 1996 to Ford dealers throughout the world, exclusive of Europe. Initial sales occurred in fiscal 1995 to Ford dealers in South America, Australia and South Africa. The sales decrease of precision indicating instruments, both aircraft and locomotive, experienced in fiscal 1995 is expected to reverse itself in fiscal 1996 due to stabilizing existing volume, introduction of new products and selective price increases.
Cost of products sold during fiscal 1995 amounted to $13,975,800 or 60.0% of net product sales. For fiscal 1994 the cost of products sold amounted to $9,050,256 or approximately 58.0% of net product sales and for fiscal 1993 the cost of products sold amounted to $7,400,468 or approximately 57.6% of net product sales. The increase in cost of products sold as a percentage of net product sales between fiscal 1995 and fiscal 1994 was due to higher costs of fastening product sales relative to other product sales. The slight increase in the percentage of cost of products sold relative to product sales between fiscal 1994 and fiscal 1993 was due to product mix.
Cost of services sold during fiscal 1995 amounted to $4,909,962 or 80.6% of net service sales. In fiscal 1994 the figure was $5,148,767 or 74.8% and in fiscal 1993 the figure was $5,503,973 or 68.6%. The increase in cost of services sold as a percentage of net service sales between fiscal 1995 and fiscal 1994 was caused primarily by the inability to reduce costs of services sold to the same extent as service sales volume decreased. The increase in cost of services sold as a percentage of net service sales between fiscal 1994 and fiscal 1993 resulted primarily from a significant amount of large quantity contracts involving significant price competition.
The percentage of cost of both products sold and services sold relative to net sales in fiscal 1996 is expected to stabilize at the figures experienced in fiscal 1995 based on cost control measures already implemented and on projected product mix.
Fiscal 1995 net income amounted to $1,794,230, or $1.50 per share, an increase of $237,927, or 15.3% from fiscal 1994 net income of $1,556,303, or $1.31 per share. The increase in net income was due primarily to an increase in sales and, to a lesser extent, to a reduction in the effective tax rate compared to the prior year. Fiscal 1994 net income increased by $32,017 or 2.1% over fiscal 1993 net income of $1,524,286, or $1.27 per share, due to an increase in sales and cost control measures.
During fiscal 1995 new product development expenditures amounted to $3,550,450 which represented a 66% increase over fiscal 1994 expenditures of $2,145,073. Approximately 60% of the increase was attributable to engineering and development of existing fastening systems products. The balance was spent on final development of the secondary ignition analyzer, ongoing development of existing automotive products and development of next generation technologies relative to automotive product. It is anticipated that the amount spent on product development in fiscal 1995 will remain at that level in fiscal 1996. Product development expenditures in fiscal 1994 of $2,145,073 were slightly higher than the $2,018,892 spent in fiscal 1993 due to the addition of the fastening systems business.
Marketing and administrative expense amounted to $4,189,263, or approximately 14.3% of net sales in fiscal 1995; $3,656,136, or approximately 16.3% of net sales in fiscal 1994; $3,510,279, or approximately 16.8% of net sales in fiscal 1993. Expenditures in fiscal 1995 represented a 14.6% increase from fiscal 1994, as compared with a 4.2% increase in fiscal 1994 over the prior fiscal year. The absolute increase in the amount of marketing and administrative expenses between 1995 and 1994 was entirely related to the higher sales in the fastening systems product class. The absolute increase between fiscal 1994 and 1993 was due to the addition of the fastening systems business in the second quarter of fiscal 1994.
In fiscal 1995 income taxes were $976,000 and represented an effective tax rate of 35.2%. Fiscal 1994 income taxes were $1,018,000 and represented an effective tax rate of 39.5%. The decrease in the effective tax rate in fiscal 1995 was caused by research and development tax credits related to higher new product development expenditures during the year. In fiscal 1993 income taxes were $910,000 and represented an effective tax rate of 37.4%. The increase in the effective tax rate in fiscal 1994 related to differences in the recognition of revenue and expense for tax and financial reporting purposes. It is anticipated that the effective tax rate in fiscal
1996 will be about two percentage points higher than fiscal 1995 due to lower available research and development tax credits.
Interest charges were $134,713 in fiscal 1995, compared with $26,116 in fiscal 1994 and $65,494 in fiscal 1993. The increase in interest charges in fiscal 1995 compared to fiscal 1994 was caused primarily by higher borrowing by the Company under its revolving line of credit to finance increased working capital levels resulting from a 31% increase in sales. The decrease in interest charges in fiscal 1994 compared to fiscal 1993 resulted primarily from decreased borrowing by the Company under its revolving line of credit to finance working capital levels.
Fiscal 1995 and 1994 results include other income of $146,227 and $109,373 respectively coming primarily from rental income of excess space at the Company's Lincoln Park, Michigan location. Fiscal 1995 other income also includes approximately $60,000 of purchased discounts. Fiscal 1993 results include a gain of $57,390 resulting from proceeds from insurance policies held on the life of Robert L. Purcell, the former Chairman.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business requires relatively large inventories of both work-in-process and finished goods in order to met anticipated delivery schedules. At the end of fiscal 1995 inventory was up $3,076,790 over the prior year in anticipation of significant orders for automotive product in the first quarter of fiscal 1996. This increase had a temporary negative impact on liquidity relative to the prior year since additional short-term borrowing was required to finance 75% of the increase. The Company believes the impact on liquidity is temporary; however, even though liquidity declined compared with last year it remains strong. Furthermore, the Company believes that internal funds and a $5,000,000 revolving line of credit provide sufficient liquidity to meet ongoing working capital requirements.
Current assets of $14,194,925 at September 30, 1995 were 2.3 times current liabilities and the total of cash and receivables was 1.1 times current liabilities. These ratios compare to 3.0 and 1.9 respectively at the end of fiscal 1994. Total current assets increased $3,779,437 from the previous year- end primarily as a result of the above-mentioned $3,076,790 increase in inventory. Total current liabilities increased $2,651,060 from the previous year due primarily to an increase in short-term financing which was used to finance the inventory increase.
Working capital at September 30, 1995 was $8,119,589 as compared to $6,991,212 a year earlier. The increase between the two years was due to retention of earnings and the proceeds were used to finance the increase in inventory.
Internally generated funds in fiscal 1995 were a negative $646,322 and were not adequate to fund the Company's primary non-operating cash requirement consisting of capital expenditures which amounted to $943,605. The primary reason for the negative cash flow from operations was a $3,076,790 increase in inventory. The shortfall was made up by a $2,280,000 increase in short-term borrowing. The Company does not anticipate the need to increase inventory in fiscal 1996 to the same extent as occurred in fiscal 1995 and therefore expects internally generated funds in fiscal 1996 to be
adequate to fund approximately $1,100,000 of capital expenditures in fiscal 1996. Included in the $1,100,000 is approximately $450,000 to be spent on the expansion of the Company's Cleveland, Ohio administrative headquarters to accommodate further growth. The balance will be spent to upgrade engineering and laboratory equipment. In fiscal 1994 and fiscal 1993 internally generated funds paid for capital expenditures.
In January, 1995 the Company amended an existing credit agreement with its financial lender. The agreement continues to provide for interest at the prime commercial rate and is unsecured. This agreement was amended to provide for a revolving credit facility of $5,000,000. At September 30, 1995, the Company had an outstanding balance of $3,510,000 under this loan facility. The revolving credit facility is subject to annual review by the Company's financial lender. Although no determination has been made to seek renewal of the credit agreement, the Company believes that, given its current financial condition, renewal at the existing amount may be obtained on acceptable terms.
In August, 1988 the Company entered into a Section 303 Stock Redemption Agreement (the "Stock Redemption Agreement") with Robert D. Hickok. The Stock Redemption Agreement provided that, upon Mr. Hickok's death, his estate will have the right to require the Company to purchase from the estate Class A shares and Class B shares having a value equal to the estate, inheritance, legacy and succession taxes (including any interest collected as part of such taxes) imposed because of the death of Mr. Hickok, plus the amount of funeral and administrative expenses allowable as deductions to the estate of Mr. Hickok under Section 2053 of the Internal Revenue Code. The Stock Redemption Agreement provided that the per share price payable by the company for the shares purchased from Mr. Hickok's estate will be the then market value of such shares. The Estate of Robert D. Hickok sold to the Company 16,107 Class B shares on January 11, 1993 and 4,560 Class B shares on March 31, 1995. No future redemption requests are anticipated from the Estate.
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 prohibiting the acceptance of long-term fixed rate contracts without provisions permitting adjustment for inflation.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following pages contain the Financial Statements and Supplementary Data as specified for Item 8 of Part II of Annual Report on Form 10-K.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 as to the Directors of the Company is incorporated herein by reference to the information set forth under the caption "Information Concerning Nominees for Directors" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 1996, since such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year pursuant to Regulation 14A. Information required by this Item 10 as to the Executive Officers of the Company is included in Part I of this Annual Report on Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated by reference to the information set forth under the caption "Executive Compensation" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 1996, since such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year pursuant to Regulation 14A.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 is incorporated by reference to the information set forth under the captions "Principal Shareholders" and "Share Ownership of Directors and Officers" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 1996, since such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year pursuant to Regulation 14A.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 is incorporated by reference to the information set forth under the caption "Transactions with Management" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 1996, since such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year pursuant to Regulation 14A.
PART III
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON REPORT 8-K
(a) (1) FINANCIAL STATEMENTS
The following Consolidated Financial Statements of the Registrant and its subsidiaries are included in Part II, Item 8:
Page ----
Report of Independent Auditors Consolidated Balance Sheet - As of September 30, 1995 and 1994 Consolidated Statement of Income - Years Ended September 30, 1995, 1994 and 1993 Consolidated Statement of Stockholders' Equity - Years Ended September 30, 1995, 1994 and 1993 Consolidated Statement of Cash Flows - Years Ended September 30, 1995, 1994 and 1993 Notes to the Consolidated Financial Statements
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following Consolidated Financial Statement Schedules of the Registrant and its subsidiaries are included in Item 14 hereof.
Sequential Page --------------- Report of Independent Auditors as to Schedules 33 Schedule VIII-Valuation and Qualifying Accounts 34 Schedule IX-Short-term Borrowings 35
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
(a) (3) EXHIBITS
Reference is made to the Exhibit Index set forth herein.
(b) There were no reports filed on Form 8-K during the quarter ended September 30, 1995.
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INDEPENDENT AUDITORS' REPORT
SHAREHOLDERS AND BOARD OF DIRECTORS HICKOK INCORPORATED CLEVELAND, OHIO
We have audited the accompanying consolidated balance sheets of HICKOK INCORPORATED as of September 30, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 1995. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 1995 in conformity with generally accepted accounting principles.
MEADEN & MOORE, INC. CERTIFIED PUBLIC ACCOUNTANTS NOVEMBER 17, 1995 CLEVELAND, OHIO
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CONSOLIDATED BALANCE SHEET KICKOK INCORPORATED SEPTEMBER 30
ASSETS
See notes to consolidated financial statements
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LIABILITIES AND STOCKHOLDERS EQUITY
See notes to consolidated financial statements
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CONSOLIDATED STATEMENT OF INCOME HICKOK INCORPORATED FOR THE YEARS ENDED SEPTEMBER 30
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY HICKOK INCORPORATED FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
See notes to consolidated financial statements
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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY HICKOK INCORPORATED FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
See notes to consolidated financial statements - --------------------------------------------------------------------------------
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CONSOLIDATED STATEMENT OF CASH FLOWS HICKOK INCORPORATED FOR THE YEARS ENDED SEPTEMBER 30
See notes to consolidated financial statements
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See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HICKOK INCORPORATED SEPTEMBER 30, 1995, 1994 AND 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION AND LINE OF BUSINESS: The Board of Directors recommended and on February 23, 1995 the shareholders approved the change of the name of the Company to Hickok Incorporated.
The consolidated financial statements include the accounts of Hickok Incorporated and its wholly-owned domestic subsidiary ("Company"). Significant intercompany transactions and balances have been eliminated in the financial statements. Previously inactive subsidiaries were dissolved during 1993.
The Company operates in one major industry segment. The Company develops and manufactures measuring, indicating, instrumentation and controls products, fastening systems and related engineering services for the transportation industry. As an extension of the sales of automotive electronic test equipment, the Company also provides technical training programs for its automotive technician customers in the proper use of the equipment. Sales in the Company's principal product classes, as a percent of consolidated sales, are as follows:
PRODUCT CLASSES 1995 1994 1993 --------------- -------------------------- Automotive Test Equipment 35.7% 48.1% 52.7% Diagnostic/Training 19.6 29.2 36.9 Fastening Systems 37.3 11.8 - Other Product Classes 7.4 10.9 10.4 -------------------------- Total 100.0% 100.0% 100.0% -------------------------- --------------------------
The Company extends normal credit terms to its customers. Customers in the automotive industry (primarily original equipment manufacturers) comprise approximately 91% of outstanding receivables at September 30, 1995, (84% in 1994). Sales to individual customers in excess of 10% of total sales approximated $14,600,000 and $10,900,000 (1995), $14,500,000 and $2,700,000 (1994) and $16,500,000 (1993).
REVENUE RECOGNITION: The Company records sales as manufactured items are shipped to customers. Revenue from development contracts is recognized as earned under terms of the contracts. The Company warrants certain products against defects for periods ranging from 12 to 36 months. Charges against income for warranty expense and sales returns and allowances were immaterial during each of the three years in the period ending September 30, 1995.
PRODUCT DEVELOPMENT: Research and product development costs, which include engineering production support for development of diagnostic systems, are expensed as incurred. Research and development performed for customers represents no more than 1% of sales in each year; the arrangements do not include a repayment obligation by the Company.
INVENTORIES: Inventories are valued at the lower of cost (first-in, first-out) or market and consist of:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are carried at cost. Maintenance and repair costs are expensed as incurred. Additions and betterments are capitalized.
The depreciation policy of the Company is generally as follows:
Class Method Rate ------------------------------------------------------------- Buildings Straight-line 2-1/2 to 4% Machinery and equipment Straight-line 8 to 33-1/3% Tools and dies Straight-line 33-1/3%
Depreciation amounted to $575,213 (1995), $504,011 (1994) and $402,056 (1993).
INCOME TAXES: Effective October 1, 1993, the Company adopted the provisions of Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes." The cumulative effect of the adoption was immaterial and is included in the 1994 deferred income tax provision. Prior to 1994, the Company accounted for deferred income taxes under the provisions of Financial Accounting Standards Board Statement No. 96.
INCOME PER COMMON SHARE: Income per common share information is computed on the weighted average number of shares outstanding during each period. All per share amounts on the consolidated income statement have been retroactively adjusted to reflect the 100% share dividend. For the years presented, stock options have an immaterial dilutive effect.
CASH EQUIVALENTS: For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
RECLASSIFICATIONS: Certain prior year amounts have been reclassified to conform with current year presentation.
2. SHORT-TERM FINANCING The Company has an unsecured credit agreement with maximum available borrowings of $5,000,000 with interest at the prime rate. The agreement includes covenants with which the Company has complied. The weighted average interest rate on short-term financing was 8.84% (7.00%, 1994).
3. LEASES The Company leases a facility and certain equipment under operating leases expiring through September 1996 with a three-year renewal option on the facility. A portion of the facility has been sub-leased through September 1996.
The Company's future minimum commitments under operating leases are as follows:
Rental expense under these commitments was $266,106 (1995), $230,297 (1994) and $142,827 (1993).
A facility held under a capital lease has a net book value of $50,000 at September 30, 1995. Future minimum lease payments which extend through 2061 are immaterial.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
4. CAPITAL STOCK, TREASURY STOCK, CONTRIBUTED CAPITAL AND STOCK OPTIONS On February 23, 1995, the number of authorized shares of Class A and Class B common stock was increased to 3,750,000 from 1,000,000 and 1,000,000 from 295,980, respectively. On April 10, 1995, the Company distributed to stockholders of record on March 10, 1995, a 2-for-1 stock split in the form of a 100% share dividend of Class A and Class B common stock. One share of Class A common stock was issued for each share of Class A outstanding and one share of Class B common stock was issued for each share of Class B outstanding.
All per share amounts on the consolidated income statement have been retroactively adjusted for the stock dividend. Additionally, an amount equal to the $1.00 par value of the combined Class A and Class B common stock ($598,455) has been transferred from retained earnings to common stock ($368,742 to Class A common stock and $229,713 to Class B common stock).
The Company's Key Employees Stock Option Plan and the 1995 Key Employees Stock Option Plan (collectively the "Employee Plans") provide the authority to the Compensation Committee of the Board of Directors to grant options to Key Employees to purchase up to 120,000 Class A shares. The options are exercisable for up to 10 years. Incentive stock options are available at an exercise price of not less than market price on the date the option is granted. However, options available to an individual owning more than 10% of the Company's Class A shares at the time of grant must be made at a price of not less than 110% of the market price. Nonqualified stock options may be issued at such exercise price and on such other terms and conditions as the Compensation Committee may determine. No options may be granted at a price less than $2.925. Non-cash compensation expense related to stock option plans was $29,448 (1995), $3,091 (1994), and $2,300 (1993). All options granted under the Employee Plans are exercisable at September 30, 1995.
On February 23, 1995, the Board of Directors adopted the 1995 Outside Directors Stock Option Plan (the "Directors Plan"), subject to future approval by the Company's shareholders. The Directors Plan provides for the automatic grant of options to purchase up to 30,000 shares of Class A common stock to members of the Board of Directors who are not employees of the Company, at the fair market value on the date of grant. All options granted under the Directors Plan become exercisable on February 23, 1998.
A summary of stock option activity is as follows:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Unissued shares of Class A common stock (506,666 and 246,513 shares in 1995 and 1994, respectively) are reserved for the share-for-share conversion rights of the Class B common stock and stock options under the Employee Plans and the Directors Plan. The Class A shares have one vote per share and the Class B shares have three votes per share, except under certain circumstances such as voting on voluntary liquidation, sale of substantially all the assets, etc. Dividends up to $.10 per year, noncumulative, must be paid on Class A shares before any dividends are paid on Class B shares.
The Company purchased 16,107 shares of Class B common stock for Treasury for approximately $365,000 from the Estate of Robert D. Hickok (the "Estate") in January 1993 pursuant to a Section 303 Stock Redemption Agreement (the "Agreement"). The Agreement required the Company to purchase a sufficient number of Class B common stock from the Estate, proceeds of which to be used by the Estate for payment of taxes and expenses in connection with probating the Estate. During 1994, the Company classified approximately $235,000 as redeemable stock to allow for future possible redemption pursuant to the Agreement. The Company purchased an additional 4,560 shares of Class B common stock from the Estate on March 31, 1995 for approximately $78,000, completing the obligation. The Company has reclassified the remaining shares of Class B common stock (approximately $157,000) previously listed as Redeemable Common Stock. Excess of market value over par value of redeemable shares has been added to contributed capital.
5. INCOME TAXES A reconciliation of the provision for income taxes to the statutory Federal income tax rate is as follows:
Changes in deferred income taxes which relate to temporary differences in the recognition of revenue and expenses for tax and financial reporting purposes are as follows:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Deferred tax assets (liabilities) consist of the following:
Deferred tax asset balances are included in "prepaid and deferred expenses".
6. EMPLOYEE BENEFIT PLANS The Company has a formula based profit sharing bonus plan for officers and key employees. The bonus is distributed by the Compensation Committee of the Board of Directors after considering such factors as salary, length of service and merit. The maximum individual distribution is 50% of the distributee's salary. For fiscal years ended September 30, 1995, 1994 and 1993, approximately $456,000, $447,200 and $444,800, respectively, were expensed.
During 1994, the Company started a 401(K) Savings and Retirement Plan covering all full-time employees. Company contributions to the plan, including matching of employee contributions, are at the Company's discretion. Contributions to the plan were approximately $27,300 in 1995 and $26,000 in 1994. The Company does not provide any other post retirement benefits to its employees.
During 1995, the Company established a deferred compensation plan for selected management and highly compensated employees to make tax deferred contributions in the form of a salary reduction instead of or in addition to contributions made by them under the 401(K) Savings and Retirement Plan.
7. ACQUISITION On February 4, 1994, the Company purchased certain assets of Allen-Bradley Company, Inc.'s Fastening Systems Line for $730,675 which has been accounted for under the purchase method of accounting. The purchase consisted of inventory ($461,092), machinery and equipment ($239,974), goodwill ($180,000) and assumption of liabilities ($150,391). Goodwill will be amortized over 15 years. Operations of the Fastening Systems Line have been included in the statement of income from the date of acquisition. The pro forma effects of the Fastening Systems Line on prior years operations are not determinable.
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The following pages contain the Consolidated Financial Statement Schedules as specified for Item 14(a)(2) of Part IV of Form 10-K.
REPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATED SCHEDULES
To the Shareholders and Board of Directors Hickok Incorporated Cleveland, Ohio
We have audited the consolidated financial statements of HICKOK INCORPORATED (the "Company") as of September 30, 1995 and 1994, and for each of the three years in the period ended September 30, 1995, and have issued our report thereon dated November 17, 1995; such consolidated financial statements and report are included in Part II, Item 8 of this Form 10-K. Our audits also included the consolidated financial statement schedules ("schedules") of the Company listed in Item 14 (a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
MEADEN & MOORE, INC. Certified Public Accountants
December 18, 1995 Cleveland, Ohio
HICKOK INCORPORATED
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(1) Classified as bad debt expense. (2) Recoveries on accounts charged off in prior years. (3) Accounts charged off during year as uncollectible. (4) Reserve classified as an offset to a certificate of deposit of $142,995 in current assets which collateralized a related bank guaranteed letter of credit. The certificate was cashed in during fiscal 1993. (5) Inventory charged off during the year as obsolete.
HICKOK INCORPORATED
SCHEDULE IX - SHORT-TERM BORROWINGS
(1) Note payable to bank represents borrowings under a line-of-credit which has no termination date but is reviewed annually for renewal.
(2) The average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances by 365.
(3) The weighted average interest rate during the period was computed by dividing the actual interest by the average short-term debt outstanding.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized at Cleveland, Ohio this 20th day of December, 1995.
THE HICKOK ELECTRICAL INSTRUMENT COMPANY
By:/s/ Robert L. Bauman ------------------------------------- Robert L. Bauman, Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the 20th day of December, 1995:
Signature: Title - ---------- -----
/s/ Robert L. Bauman Chairman, President and Chief Executive - ------------------------------ Officer (Principal Executive Officer) Robert L. Bauman
/s/ Eugene T. Nowakowski Chief Financial Officer - ------------------------------ (Principal Financial and Accounting Eugene T. Nowakowski Officer)
/s/ Thomas H. Barton Director - ------------------------------ Thomas H. Barton
/s/ Harry J. Fallon Director - ------------------------------ Harry J. Fallon
/s/ T. Harold Hudson Director - ------------------------------ T. Harold Hudson
/s/ George S. Lockwood, Jr. Director - ------------------------------ George S. Lockwood, Jr.
/s/ Michael L. Miller Director - ------------------------------ Michael L. Miller
/s/ Janet H. Slade Director - ------------------------------ Janet H. Slade
EXHIBIT INDEX
Exhibit No.: Document - ------------ ------------
3(a) Articles of Incorporation and Code of Regulations
3(b) Amendment to Articles of Incorporation
10(a) Form of Section 303 Stock Redemption Agreement by and between the Company and Robert D. Hickok (incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988)
10(b) Loan Agreement dated as of May 20, 1991+wy and between the Company and Huntington National Bank. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1991.)
10(c) First Amendment to Credit and Security Agreement, dated as of February 28, 1992, by and between the Company and Huntington National Bank. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1992).
10(d) Second Amendment to Credit and Security Agreement, dated as of February 28, 1993, by and between the Company and Huntington National Bank. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993.)
10(e) Third Amendment to Credit and Security Agreement, dated as of February 28, 1994 by and between the Company and The Huntington National Bank. (Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994.)
10(f) Fourth Amendment to Credit and Security Agreement, dated as of January 13, 1995, by and between the Company and Huntington National Bank.
11 Computation of Net Income Per Common Share
E-1
22 Subsidiaries of the Registrant (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993.)
23 Consent of Independent Auditors.
27 Financial Data Schedule
E-2