CRAWFORD UNITED Corp - Quarter Report: 2003 March (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2003 or

___ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____ .

Commission File No. 0-147

HICKOK  INCORPORATED
_________________________________________________________________
(Exact name of Registrant as specified in its charter)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to the filing requirements for the past 90 days.
Yes X No  __  

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes ___   No  X

As of May 14, 2003 764,884 Hickok Incorporated Class A Common Shares and 454,866 Class B Common Shares were outstanding.

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:

HICKOK INCORPORATED
CONSOLIDATED INCOME STATEMENTS
(Unaudited)

See Notes to Consolidated Financial Statements

HICKOK INCORPORATED
CONSOLIDATED BALANCE SHEETS

Note: Amounts derived from audited financial statements previously filed with the Securities and Exchange Commission

See Notes to Consolidated Financial Statements

HICKOK INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31,
(Unaudited)

HICKOK INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2003

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ended September 30, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2002.

2. Inventories

Inventories are valued at the lower of cost or market and consist of the following:

The above amounts are net of reserve for obsolete inventory in the amount of $210,824, $31,500 and $269,079 for the periods ended March 31. 2003, September 30, 2002 and March 31, 2002 respectively.

3. Capital Stock, Treasury Stock, Contributed Capital and Stock Options

Under the Company's Key Employees Stock Option Plans (collectively the "Employee Plans"), incentive stock options, in general, are exercisable for up to ten years, at an exercise price of not less than the market price on the date the option is granted. Non-qualified stock options may be granted at such exercise price and such other terms and conditions as the Compensation Committee of the Board of Directors may determine. No options may be granted at a price less than $2.925. Options for 133,900 Class A shares were outstanding at March 31, 2003 (151,400 shares at September 30, 2002 and 167,450 shares at March 31, 2002) at prices ranging from $3.125 to $17.25 per share. Options for 44,300 shares were granted during the three month period ended March 31, 2002 at a price of $3.55 per share, all options are exercisable.  Options for 17,000 shares and 16,050 shares were canceled during the three month periods ended March 31, 2003 and March 31, 2002 respectively, at prices ranging from $3.125 to $17.25 per share. Options for 500 shares were canceled during the three month period ended December  31, 2002 at prices ranging from $3.125 to $3.55 per share.

No other options were granted, exercised or canceled during the three or six month periods presented under the Employee Plans.

The Company's Outside Directors Stock Option Plans (collectively the "Directors Plans"), provide for the automatic grant of options to purchase up to 42,000 shares (less 30,000 options which were either canceled, expired or unissued) 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. Options for 39,000 Class A shares were outstanding at March 31, 2003 (42,000 shares at September 30, 2002 and 42,000 shares at March 31, 2002) at prices ranging from $3.55 to $18.00 per share. Options for 6,000 shares were granted under the Directors Plans during each of the three month periods ended March 31, 2003 and March 31, 2002, at a price of $3.67 and $3.55 per share respectively. Options for 9,000 shares were canceled during the three month period ended March 31, 2003 at prices ranging from $3.55 to $18.00 per share. All outstanding options under the Directors Plans become fully exercisable on February 21, 2006.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This statement is intended to encourage more companies to adopt the fair value method of accounting and amends the disclosure requirements of  SFAS No. 123, Accounting for Stock-Based Compensation to require more prominent disclosure in both annual and interim financial statements. For companies that follow the "disclosure only" provisions of  SFAS 123, the new rules are effective in the first calendar quarter of 2003.

The Company has adopted the disclosure only provisions of SFAS 123, which allows a company to continue to measure compensation costs for those plans using the intrinsic value-based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees". The Company has elected to follow APB Opinion No. 25 and related interpretations in accounting for its stock options for both employees and non-employee Directors. Compensation costs for stock based awards is measured by the excess, if any, of the fair market value price at the grant date of the underlying stock over the amount the individual is required to pay for exercising the stock based award. Compensation cost for fixed based awards are measured at the grant date, and the Company uses the Black-Scholes option pricing model to determine the fair value estimates for disclosure purposes. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. As a result, management believes that the Black-Scholes model may not necessarily provide a reliable single measure of the fair value of the Company's stock options. The following weighted-average assumptions were used in the option pricing model for the three and six month periods end March 31, 2003 and 2002 respectively: a risk free interest rate of 3.0% and 3.0%; an expected life of 6 and 6 years; an expected dividend yield of 0.0% and 0.0%; and a volatility factor of .60 and .89.

The adoption of this statement did not affect the Company's results of operations, financial position or liquidity. The Company's pro forma net income (loss) and earnings (loss) per share would have been as follows:

Unissued shares of Class A common stock (627,766 shares) 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 Plans.

4. Recently Issued Accounting Pronouncements

In connection with the adoption of the Financial Accounting Standards Board SFAS No. 142, "Goodwill and Other Intangible Assets", the Company discontinued the amortization of goodwill as of October 1, 2002. In lieu of amortization, the new standard requires that goodwill be tested for impairment as of the date of adoption and at least annually thereafter. The initial impairment test indicated that the carrying values of our reporting units exceeded the corresponding fair values due to prior year losses. The fair values were determined by an asset approach. The implied fair value of goodwill in these reporting units was then determined through the allocation of the fair values to the underlying asset and liability classes. The October 1, 2002 carrying value of the goodwill in these reporting units exceeded its implied fair value by $1,574,542. The $1,038,542 represents an entire write-off of the Company's goodwill as of October 1, 2002, net of $536,000 of related tax benefits, and has been reported as the effect of a change in accounting principle in the accompanying financial statements. The goodwill in our September 30, 2002 financial statements, which included the $1,574,542 described above, was supported by the undiscounted estimated future cash flows of the related operations.

The Company has adopted the disclosure only provisions of SFAS 123 and 148 (see note 3).

5. Earnings per Common Share

Earnings per common share are based on the provisions of FAS Statement No. 128, "Earnings per Share." Accordingly, the adoption of this statement did not affect the Company's results of operations, financial position or liquidity. The effects of applying FAS No. 128 on earnings per share and required reconciliations are as follows:

Three Months Ended March 31,

Six Months Ended March 31,

Options to purchase 172,900 and 209,450 shares of common stock during the second quarter of fiscal 2003 and the second quarter of fiscal 2002, respectively, at prices ranging from $3.125 to $18.00 per share were outstanding but were not included in the computation of diluted earnings per share because the option's effect was antidilutive or the exercise price was greater than the average market price of the common share.

During the six month period of fiscal 2003 and the six month period of fiscal 2002 options to purchase 172,900 and 209,450 shares of common stock, respectively, at prices ranging from $3.125 to $18.00 per share were outstanding but were not included in the computation of diluted earnings per share because the options's effect was antidilutive or the exercise price was greater than the average market price of the common shares.

6. Segment and Related Information

The Company has adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which changes the way the Company reports the information about its operating segments.

The Company's four business units have a common management team and infrastructure that offer different products and services. The business units have been aggregated into 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 business and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to both original equipment manufacturers and to operators of railroad equipment.

Automotive Diagnostic Tools and Equipment
This segment consists primarily of products designed and manufactured to support the servicing of automotive electronic systems. These products are sold to OEM's and to the aftermarket using a variety of distribution methods. The acquisition of Waekon Industries in 1998 added significant new products and distribution sources for the aftermarket. Included in this segment are fastening control products used by large manufacturers to monitor and control pneumatic and electric tools that tighten threaded fasteners so as to provide high quality joint control in assembly plants.

Information by industry segment is set forth below:

Three Months Ended March 31,

Six Months Ended March 31,

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations, Second Quarter (January 1, 2003 through March 31, 2003)
Fiscal 2003 Compared to Second Quarter Fiscal 2002
-----------------------------------------------------------------------------------------

Reportable Segment Information

The Company has determined that it has two reportable segments: 1) indicators and gauges and 2) automotive related diagnostic tools and equipment. The indicators and gauges 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 business and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to both original equipment manufacturers and to operators of railroad equipment. Revenue in this segment was $307,153 and $395,121 for the second quarter of fiscal 2003 and fiscal 2002, respectively and $601,053 and $830,671 for the first six months of fiscal 2003 and fiscal 2002, respectively. The automotive diagnostic tools and equipment segment consists primarily of products designed and manufactured to support the servicing of automotive electronic systems. These products are sold both directly to the end user and to the aftermarket using a variety of distribution methods. Included in this segment are fastening control products used primarily by large manufacturers to monitor and control the nut running process in assembly plants. Revenue in this segment was $2,606,603 and $2,857,674 for the second quarter of fiscal 2003 and fiscal 2002, respectively, and $4,760,651 and $5,006,941 for the first six months of fiscal 2003 and fiscal 2002, respectively.

Results of Operations

Product sales for the quarter ended March 31, 2003 were $2,430,534 versus $2,779,386 for the quarter ended March 31, 2002. The 13% decrease in product sales during the current quarter was volume related due primarily to a decrease in shipment of automotive diagnostic products and indicator products. Sales of automotive diagnostic products and fastening system products declined by approximately $198,000 and $64,000 respectively, while indicator product sales declined in the current quarter by approximately $86,000. The current level of product sales is expected to increase modestly for the balance of the fiscal year.

Service sales for the quarter ended March 31, 2003 were $483,222 versus $473,409 for the quarter ended March 31, 2002. The increase was primarily volume related applicable to training related programs invoiced during the current fiscal quarter offset in part by reduced chargeable repair sales. The current level of service sales is expected to continue for the balance of the fiscal year.

Cost of product sold in the second quarter of fiscal 2003 was $1,289,301 (53.0% of product sales) as compared to $1,292,589 (46.5% of product sales) in the second quarter of fiscal 2002. The increase in the cost of product sold percentage was due primarily to a change in product mix.  The current cost of product sold percentage is anticipated to decrease moderately during the balance of the fiscal year due to product mix and improved plant utilization.

Cost of service sold in the second quarter of fiscal 2003 was $276,575 (57.2% of service sales) as compared to $262,445 (55.4% of service sales) in the second quarter of fiscal 2002. The percentage increase was due to an increase in lower margin sales of training services in the current fiscal quarter.  The current cost of services sold percentage is expected to continue for the balance of the fiscal year.

Product development expenses were $504,825 in the second quarter of fiscal 2003 (20.8% of product sales) as compared to $476,330 (17.1% of product sales) in the second quarter of fiscal 2002. The dollar increase was due primarily to increased labor cost but most of the percentage increase was due to the lower sales volume in the current fiscal quarter compared to the year ago period. The current level of product development expenses is expected to continue for the balance of the fiscal year.

Operating expenses were $1,046,609 (35.9% of total sales) in the second quarter of 2003 versus $1,002,184 (30.8% of total sales) for the same period a year ago. The percentage increase was due primarily to the reduction in the level of total sales for the current fiscal quarter. The dollar increase was due primarily to increased labor cost and higher sales and marketing expenses applicable to automotive product sales to the aftermarket. The current level of operating expenses is expected to continue for the remainder of the fiscal year.

Interest expense was $747 in the second quarter of fiscal 2003 which compares with $1,921 in the second quarter of fiscal 2002. The decrease was due to a reduction in employees deferred compensation account balances and "end of lease" termination during the current fiscal quarter. The current level of interest expense is expected to decrease modestly for the remainder of fiscal 2003.

Other income increased by $7,626 during the second quarter of fiscal 2003 due primarily to an increase in interest income on short-term investments caused by a positive cash flow from operating activities.

The net loss in the second quarter of fiscal 2003 was $122,720 which compares with  net income of $150,971 in the second quarter of fiscal 2002. The net loss was due to lower than expected sales and an unfavorable product mix resulting in decreased gross product margin. Management continues to monitor expenditures for possible cost savings and anticipates improved product mix in the following quarters.

Unshipped customer orders as of March 31, 2003 were $1,685,000 versus $1,909,000 at March 31, 2002. Almost all of the backlog is expected to be shipped by the end of fiscal 2003. The lower backlog is directly attributable to economic difficulties in the aircraft market which directly affects the Company's Indicator segment. The lower year to year backlog is largely a reflection of the lower Indicator backlog along with temporarily lower fastening product backlog which is timing related.

Results of Operations, Six Months Ended March 31, 2003
Compared to Six Months Ended March 31, 2002

Product sales for the six months ended March 31, 2003 were $4,522,878 versus $4,874,458 for the same period in fiscal 2002. The decrease in product sales during the first six months of the current fiscal year was volume related due mostly to lower sales of automotive diagnostic products of $119,000, specifically automotive OEM diagnostic products, coupled with a decline in indicator product sales of $223,000. The current level of product sales is anticipated to increase modestly over the last six months of the fiscal year based on current quote and order levels within the Company's indicators and gauges and automotive product segments.

Service sales for the six months ended March 31, 2003 were $838,826 compared with $963,154 for the same period in fiscal 2002. The current level of service sales is expected to continue for the balance of the fiscal year. The decrease was volume related and primarily caused by lower repair sales.

Cost of product sold was $2,611,101 or (57.7 % of product sales) compared to $2,519,736 (51.7% of product sales) for the six months ended March 31, 2002. This increase in the cost of product sold percentage was due to the difference in product mix.  The cost of product sold percentage is expected to decrease slightly in the second half of the fiscal year due to a more favorable product mix.

Cost of service sold was $491,082 (58.5 % of service sales) compared with $562,974 (58.5% of service sales) for the six months ended March 31, 2002. The dollar decrease was due primarily to lower repair sales for the first six months of the current fiscal year. The current level of  cost of service sold percentage is expected to continue for the second half of the fiscal year.

Product development expenses were $979,354 (21.7% of product sales) compared to $939,194 (19.3% of product sales) for the six months ended March 31, 2002. The dollar increase was due primarily to higher labor costs. The percentage increase was due primarily to lower product sales during the first six months of the current fiscal year. The current level of product development expenditures is expected to continue for the second half of the fiscal year.

Operating expenses were $2,040,587 for the six months ended March 31, 2003 (38.1% of total sales) versus $1,919,824 (32.9% of total sales) for the six months ended March 31, 2002. The dollar increase represents higher sales and marketing and administrative expenses applicable to automotive product sales to the aftermarket. The percentage increase was due primarily to lower net sales during the first six months of the current fiscal year. The current level of operating expenses is expected to continue for the remainder of the fiscal year. 

Interest expense was $1,710 for the six months ended March 31, 2003, and $4,149 for the same period in 2002. This decrease was due to a reduction in employees deferred compensation account balances and the "end of lease" termination during the current fiscal year. The current level of interest expense is expected to decrease modestly for the remainder of fiscal 2003.

Other income of $33,922 compares with other income of $20,996 in the same period last year. The increase is due primarily to an increase in interest income on short-term investments caused by positive cash flow from operating activities during the current fiscal year.

The net loss for the six months ended March 31, 2003 was $1,518,750 compared with a net loss of $57,569 for the six months ended March 31, 2002. The net loss in the first half of fiscal 2003 includes a $1,038,542 charge from a change in accounting for goodwill, resulting from the adoption of SFAS No. 142 in October 2002.

Management anticipates that as the economy improves sales will increase. Increased sales or further cost cutting measures will generate sufficient taxable income during the carryforward period to fully realize deferred tax benefits. The tax benefits have the effect of reducing future federal income taxes payable. The contribution, research and development credit and net operating loss carryforwards will begin to expire in 2019.

Liquidity and Capital Resources

Total current assets were $8,165,002, $8,792,622 and $8,072,054 at March 31, 2003, September 30, 2002 and March 31, 2002, respectively. The increase from March to March is due primarily to the increase in deferred taxes and prepaid expenses. The decrease from September to March is due to a decrease in accounts receivable due primarily to lower sales levels in the current fiscal year.

Working capital as of March 31, 2003 amounted to $7,131,200 as compared with $6,980,565 a year earlier. Current assets were 7.9 times current liabilities and total cash and receivables were 4.2 times current liabilities. These ratios compare to 7.4 and 3.6, respectively, at March 31, 2002.

Internally generated funds during the six months ended March 31, 2003 were $485,364 and were adequate to fund the Company's primary non-operating cash requirement consisting of capital expenditures of $53,128. The primary reason for the positive cash flow from operations was the reduction in accounts receivable. The Company believes that cash and cash equivalents, together with funds anticipated to be generated by operations and funds available under the Company's credit agreement, will provide the liquidity necessary to support its current and anticipated capital expenditures through the end of fiscal 2003.

Shareholders' equity during the six months ended March 31, 2003 decreased by $1,518,750 which was the net loss during the period.

In February 2003 the Company renewed its credit agreement with its financial lender. The agreement expires in February 2004 and provides for a revolving credit facility of $1,000,000 with interest at the bank's prime commercial rate and is secured by the Company's accounts receivable, inventory, equipment and general intangibles. The credit agreement contains affirmative covenant requirements related to working capital and tangible net worth minimums of $6,500,000 and $9,000,000 respectively. The Company has had no outstanding balance under this loan facility since May 2001.

Critical Accounting Policies

In connection with the adoption of the Financial Accounting Standards Board SFAS No. 142, "Goodwill and Other Intangible Assets", the Company discontinued the amortization of goodwill as of October 1, 2002. In lieu of amortization, the new standard requires that goodwill be tested for impairment as of the date of adoption and at least annually thereafter. The initial impairment test indicated that the carrying values of our reporting units exceeded the corresponding fair values due to prior year losses. The fair values were determined by an asset approach. The implied fair value of goodwill in these reporting units was then determined through the allocation of the fair values to the underlying asset and liability classes. The October 1, 2002 carrying value of the goodwill in these reporting units exceeded its implied fair value by $1,574,542. The $1,038,542 represents an entire write-off of the Company's goodwill as of October 1, 2002, net of $536,000 of related tax benefits, and has been reported as the effect of a change in accounting principle in the accompanying financial statements. The goodwill in our September 30, 2002 financial statements, which included the $1,574,542 described above, was supported by the undiscounted estimated future cash flows of the related operations.

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, including Ford and General Motors, (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, and (d) the ability of the Company to further establish distribution and a customer base in the automotive aftermarket.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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 risk exposure relates to interest rate risk. There were no material changes in the Company's exposure to market risk from September 30, 2002.

ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Shareholders was originally scheduled for February 19, 2003, but was postponed to obtain a quorum and reconvened on March 5, 2003. The following individuals were elected to the Board of Directors:

For information on how the votes have been tabulated for the above, see the Company's definitive Proxy Statement used in connection with the Annual Meeting of Shareholders. 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) The following exhibits are included herein:

10(a) Loan Agreement dated February 28, 2003 by and between the Company and Huntington National Bank.

11 Statement re: Computation of earnings per share.

b) The Company did not file any reports on Form 8-K during the six months ended March 31, 2003.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

Robert L. Bauman, Chief Executive Officer

I, Robert L. Bauman, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hickok Incorporated (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:

   a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

May 14, 2003

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

Gregory M. Zoloty, Vice President, Finance and Chief Financial Officer

I, Gregory M. Zoloty, Vice President, Finance and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hickok Incorporated (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:

   a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By:

/s/ G. M. Zoloty

G. M. Zoloty

Vice President, Finance and Chief Financial Officer

May 14, 2003