EX-99 3 pro-forma-federal-hose-63016.htm EXHIBIT 99.2 PRO FORMA FEDERAL HOSE 6-30-2016 Pro forma financials Federal Hose
Exhibit 99.2

The following unaudited pro forma consolidated financial statements give effect to the merger as described in the proxy statement. The acquisition will be a business combination accounted for in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Accordingly, for accounting purposes, the fair value of the assets received and liabilities assumed will be recorded on our balance sheet. The difference between the purchase price and the net fair value of the acquired assets and liabilities will be recorded as goodwill or other intangible assets. The intangible assets, other than goodwill, will be amortized to expense over their estimated useful live. Goodwill, however, is of an indefinite life and will be tested at least annually for impairment.

Acquisition-related transaction costs (i.e., advisory, legal, accounting, valuation, and other professional or consulting fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred and the services are received. Costs incurred associated with the issuance of our common stock as the consideration for the acquisition will be accounted for as a reduction of additional paid in capital or retained earnings.

The unaudited pro forma consolidated financial statements are based on (1) the historical financial statements and related notes of Hickok Incorporated for the 9 months ended June 30, 2016 which were attached to Form 10-Q for the period ended June 30, 2016, and (2) the historical financial statements of the Operations of Federal Hose Business which are attached to this Form 8-K/A as Exhibit 99.1 and Exhibit 99.2. The unaudited pro forma consolidated financial statements should be read in conjunction with our historical financial statements and related notes and the historical financial statements of the Operations of Federal Hose Business.

The unaudited pro forma consolidated balance sheet reflects that the acquisition took place on July 1, 2016. The unaudited consolidated statement of income reflects that the acquisition took place as of October 1, 2015. The unaudited pro forma information is presented for illustration purposes only and in accordance with the assumptions set forth below. This information is not necessarily indicative of the operating results or the financial position that would have occurred if the acquisition had been consummated on the dates indicated nor is it necessarily indicative of future operating results or financial position of the combined company. The unaudited pro forma consolidated financial information does not reflect any adjustments to reflect any cost savings or other synergies as a result of the acquisition.

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HICKOK INCORPORATED and SUBSIDIARIES
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET

ASSETS



Hickok
Incorporated
6/30/2016
Unaudited
Operations of Federal Hose
Business
6/30/2016
Actual
Pro Forma
Adjustments

Combined






CURRENT ASSETS:






Cash and cash equivalents
$256,051
$30,097
$-

$286,148


Accounts receivable-less allowance for
793,935
834,720






doubtful accounts of $11,640 (Hickok)

-

1,628,655


Inventories-less allowance for obsolete
1,948,674
1,755,879






inventory of $199,987 (Hickok)


-

3,704,553


Deferred income taxes-less valuation








allowance of $142,100

-
-
-
(d)
-


Prepaid expenses
53,163
9,909
-

63,072






Total Current Assets
3,051,823
2,630,605
-

5,682,428


















PROPERTY, PLANT AND EQUIPMENT:






Land
233,479
-
-

233,479


Buildings
1,440,138
309,221
(309,221)
(a)
1,440,138


Machinery and equipment
2,608,104
470,451
298,549
(a)
3,377,104







4,281,721
779,672
(10,672)

5,050,721


Less accumulated depreciation
3,741,437
471,471
(471,471)
(a)
3,741,437







540,284
308,201
460,799

1,309,284










OTHER ASSETS:






Deferred income taxes-less valuation








allowance of $4,106,800

-
-
-
(d)
-


Notes receivable-long-term
4,100
-
-

4,100


Customer list


-
-
1,280,000
(a)
1,280,000


Goodwill


-
-
1,777,656
(a)
1,777,656


Deposits
750
-
-

750







4,850
-
3,057,656

3,062,506















Total Assets
$3,596,957
$2,938,806

$3,518,455

$10,054,218









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LIABILITIES AND STOCKHOLDERS' EQUITY






Hickok
Incorporated
6/30/2016
Unaudited
Operations of Federal Hose
Business
6/30/2016
  Actual
Pro Forma
Adjustments

Combined






CURRENT LIABILITIES:






Short-term financing - related party
$250,000
$-
$-

$250,000


Convertible notes payable - related party
200,000
-
-

200,000


Lease payable
54,627
-
-

54,627


Accounts payable 190,718 475,513 -

666,231


Note payable - related party
-
-
229,959
(a)
229,959


Note payable - related party
-
-
166,116
(a)
166,116


Accrued payroll and related expenses 132,707 - -

132,707


Accrued expenses 472,268
130,217 -

602,485


Accrued taxes other than income 27,211 - -

27,211






Total Current Liabilities 1,327,531 605,730 396,075

2,329,336


















LONG-TERM LIABILITIES:






Lease payable
151,964
-
-

151,964


Note payable - related party
-
-
2,538,703
(a)
2,538,703


Note payable - related party
-
-
1,833,884
(a)
1,833,884






Total Long-term Liabilities 151,964
-
4,372,587

4,524,551










STOCKHOLDERS' EQUITY:






Common shares - no par value







   Class A 10,000,000 share authorized,
   1,179,144 shares issued (Hickok); 911,250
   shares issued (Pro forma)
1,261,188 - 847,463 (a)
(f)
2,108,651

   Class B 2,500,000 convertible shares
   authorized, 475,533 shares issued
   (Hickok);303,750 shares issued (Pro forma)
474,866 - 235,406 (a)
(f)
710,272

Preferred 1,000,000 shares authorized,
   no shares outstanding
-
-
-

-


Contributed capital 1,741,901 - -

1,741,901


Treasury shares - 15,795







  Class A shares and 667






  Class B shares (253,341) - -

(253,341)


Retained earnings (1,107,152) 2,333,076 (2,333,076)
(i) (1,107,152)






Total Stockholders' Equity 2,117,462 2,333,076 (1,250,207)

3,200,331






Total Liabilities and Stockholders' Equity $3,596,957 $2,938,806 $3,518,455

$10,054,218






























(a)Record the purchase of assets and
liabilities assumed from the Operations of Federal Hose Business along with the issuance of notes payable and Class A and Class B
common shares per the merger agreement. Difference recorded as goodwill and other
intangibles.



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Federal Hose:







Consideration
Shares
Price





Common stock Class A
911,250
$0.93
$847,463




Common stock Class B
303,750
$0.78
235,406




Note payable


2,768,662




Note payable - working capital


2,000,000












Total "Cash Equivalent" Equity & debt


5,851,531












Assumed liabilities


605,730












Total Consideration


6,457,261












Assets







   Current assets


$2,630,605




   Fixed assets


769,000




   Customer list


1,280,000




   Goodwill


1,777,656












Liabilities







   Current liabilities


(605,730)















$5,851,531












(b)To eliminate management fee - not part of purchase.

(180,000)











(c)To eliminate acquisition costs of transaction.


(225,000)












(d)Hickok Incorporated has historically had a 100% tax valuation allowance. The pro forma information does not reanalyze the valuation allowance. Assumes no provision for income taxes, as the net operating losses are assumed to be utilized.


-












(e)These pro forma financial statements do not include interest expense on notes payable issued as part of the transaction. Principal and interest payments will not begin until 2017. Both notes are at a 4% interest rate.


-












(f)Based on the share price per valuation report obtained from third party valuation specialist dated July 1, 2016.


-












(g)To amortize the Customer list intangible over 11 years straight-line.


87,000












(h)To record depreciation based on step-up basis of fixed assets acquired.


69,000












(i)Eliminate retained earnings from the Operations of Federal Hose Business.

(2,333,076)











(1)Represents financial information for the Operations of Federal Hose Business for the nine months ended June 30, 2016. Note their year-end is December 31.

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HICKOK INCORPORATED and SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED
  STATEMENT of INCOME
For the Nine Months Ended June 30, 2016




Hickok
Incorporated
Unaudited
Operations of Federal Hose
Business
Actual
(1)
Pro Forma
Adjustments

Combined






NET SALES:





Product sales
$3,770,950
$5,984,808
$-

$9,755,758

Service sales
182,790
-
-

182,790





Total Net Sales
3,953,740
5,984,808
-

9,938,548








COSTS AND EXPENSES:





Cost of product sold
2,081,508
4,339,093
-

6,420,601

Cost of services sold
122,987
-
-

122,987

Product development
777,889
-
-

777,889

Marketing and administrative
expenses
1,488,461
818,976
(180,000)
(225,000)
87,000
69,000
(b)
(c)
(g)
(h)
2,058,437


Interest charges
8,179
-
-
(e)
8,179

Other income
(5,556)
-
-

(5,556)




Total Costs and Expenses
4,473,468
5,158,069
(249,000)

9,382,537





Income (Loss) before Provision for Income Taxes
(519,728)
826,739
249,000

556,011

Provision For Income Taxes:





Current
-
-
-

-

Deferred
-
-
-

-





-
-
-
(f)
-







Net Income (Loss)
$(519,728)
$826,739
$249,000

$556,011







NET Income (LOSS) PER COMMON SHARE - BASIC $(.32) $- $-
$.19





NET Income (LOSS) PER
COMMON SHARE - DILUTED
$(.32) $- $-
$.19





WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
1,638,215
-
1,215,000

2,853,215





(1)Represents financial information for the Operations of Federal Hose Business for the nine months ended June 30, 2016. Note their year-end was December 31.


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