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CRAWFORD UNITED Corp - Quarter Report: 2013 March (Form 10-Q)

UNITED STATES
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, 2013

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(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)


Ohio

34-0288470

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)



10514 Dupont Avenue, Cleveland, Ohio

44108

(Address of principal executive offices)

(Zip Code)



(Registrant's telephone number, including area code)

(216) 541-8060

Indicate by check 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 such filing requirements for the past 90 days.  Yes X No___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter) during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]
Accelerated filer  [ ]
Non-accelerated filer   [ ]
Small reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No_X_

As of May 9, 2013:  1,163,349 Hickok Incorporated Class A Common Shares and 474,866 Class B Common Shares were outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HICKOK INCORPORATED
CONSOLIDATED INCOME STATEMENTS
(Unaudited)



Three months ended
March 31,
Six months ended
March 31,


2013
2012
2013
2012
Net Sales



 Product Sales
$1,891,252
$1,069,951
$3,538,687
$2,180,691
 Service Sales
73,086
108,587
164,554
179,348





    Total Net Sales
1,964,338
1,178,538
3,703,241
2,360,039





Costs and Expenses



 Cost of Product Sold
1,064,770
710,841
1,956,903
1,439,946
 Cost of Service Sold
43,391
65,016
77,660
124,700
 Product Development
246,098
248,493
477,245
473,230
 Marketing and Administrative  Expenses
468,755
385,635
885,998
735,276
 Interest Charges
22,823
1,566
45,678 5,561
 Other Income
(930)
(8,232)
(3,478)
(10,753)





  Total Costs and Expenses
1,844,907
1,403,319
3,440,006
2,767,960





Income (Loss) before Provision for Income Taxes
119,431
(224,781)
263,235
(407,921)





Provision for (Recovery of) Income Taxes
-
-
-
-





  Net Income (Loss) $119,431 $(224,781) $263,235 $(407,921)





Earnings per Common Share:



Net Income (Loss) $.08 $(.16) $.17 $(.31)





Earnings per Common Share Assuming Dilution:



Net Income (Loss) $.07 $(.16) $.16 $(.31)





Dividends per Common Share
$-0-
$-0-
$-0-
$-0-





See Notes to Consolidated Financial Statements


HICKOK INCORPORATED
CONSOLIDATED BALANCE SHEET



March 31,
2013
(Unaudited)
September 30,
2012
(Note)
March 31,
2012
(Unaudited)
Assets


Current Assets


Cash and Cash Equivalents
$883,341
$258,798
$654,713
Trade Accounts Receivable-Net
727,095
702,846
511,656
Notes Receivable - Current
3,600
3,600
2,400
Inventories
1,480,154
1,734,770
1,825,281
Prepaid Expenses
84,596
123,957
69,926




Total Current Assets
3,178,786
2,823,971
3,063,976








Property, Plant and Equipment


Land
233,479
233,479
233,479
Buildings
1,429,718
1,429,718
1,429,718
Machinery and Equipment
2,378,319
2,374,319
2,340,232






4,041,516
4,037,516
4,003,429




Less: Allowance for Depreciation
3,739,735
3,688,266
3,657,006




Total Property - Net
301,781
349,250
346,423








Other Assets


Notes Receivable - Long-term
29,500
31,000
34,000
Deposits
1,750
1,750
1,750




Total Other Assets
31,250
32,750
35,750




Total Assets
$3,511,817
$3,205,971
$3,446,149




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

See Notes to Consolidated Financial Statements







March 31,
2013
(Unaudited)
September 30,
2012
(Note)
March 31,
2012
(Unaudited)
Liabilities and Stockholders' Equity



Current Liabilities



Short-Term Financing

$-
$-
$-
Convertible Notes Payable

-
208,591
442,032
Trade Accounts Payable
128,389
178,835
161,200
Accrued Payroll & Related Expenses
154,344
149,636
159,820
Accrued Expenses
383,226
306,475
202,378
Accrued Taxes Other Than Income
21,533
44,559
25,480
Accrued Income Taxes
-
-
-





Total Current Liabilities

687,492
888,096
990,910










Long-Term Financing

-
-
-





Stockholders' Equity



Class A, no par value; authorized
10,000,000 shares; 1,163,349 shares outstanding (1,045,597 shares outstanding at September 30, 2012 and 919,412 March 31, 2012) excluding 15,795 shares in treasury

1,261,188
1,045,597
919,412





Class B, no par value; authorized
2,500,000 shares; 474,866 shares outstanding (454,866 shares outstanding at September 30, 2012 and March 31, 2012) excluding 667 shares in treasury

474,866
474,866
474,866





Preferred, no par value; authorized
1,000,000 shares; no shares outstanding

-
-
-





Contributed Capital
1,437,264
1,409,630
1,297,144





Retained Earnings
(348,993)
(612,228)
(236,183)





Total Stockholders' Equity

2,824,325
2,317,875
2,455,239





Total Liabilities and Stockholders' Equity
3,511,817
$3,205,971
$3,446,149






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


2013 2012



Cash Flows from Operating Activities:

Cash received from customers $3,678,992 $2,571,114
Cash paid to suppliers and employees (3,030,303) (2,603,182)
Interest paid - (6,641)
Interest received 279
550
Income taxes (paid) refunded - -



Net Cash Provided By (Used In) Operating Activities 648,968 (38,159)



Cash Flows from Investing Activities:

Capital expenditures (4,000) (21,093)
Payments received on notes receivable
1,500
1,700
Proceeds on sale of assets
-
9,500



Net Cash Provided By (Used In) Investing Activities (2,500) (9,893)



Cash Flows from Financing Activities:

Short-term borrowing
250,000
-
Payments on short-term borrowings
(250,000)
-
Cost for additional Authorized shares
(21,925)
-
Convertible Notes issue costs
-
(34,235)
Decrease in long-term financing
-
(250,000)
Increase in Convertible Notes Payable
-
675,470
Sale of Class B shares from treasury
-
37,000



Net Cash Provided By (Used In) Financing Activities (21,925) 428,235



Net increase (decrease) in cash and cash equivalents 624,543 380,183



Cash and cash equivalents at beginning of year 258,798 274,530



Cash and cash equivalents at end of second quarter $883,341 $654,713




See Notes to Consolidated Financial Statements


2013 2012



Reconciliation of Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities:




Net Income (Loss) $263,235 $(407,921)
Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities:

Depreciation 51,469 54,997
Non-cash share-based compensation expense
4,049
6,148
Non-cash professional service expense
7,000
-
Non-cash interest expense
45,500
-
Gain on disposal of assets
-
(3,548)
Changes in assets and liabilities:

Decrease (Increase) in accounts receivable (24,249) 211,075
Decrease (Increase) in inventories 254,616 138,662
Decrease (Increase) in prepaid expenses 39,361 (16,659)
Increase (Decrease) in accounts payable (50,446) (12,648)
Increase (Decrease) in accrued payroll and related expenses 4,708 16,871
Increase (Decrease) in accrued expenses and accrued taxes other than income 53,725 (25,136)



Total Adjustments 385,733 369,762



Net Cash Provided By (Used In) Operating Activities $648,968 $(38,159)






Supplemental Schedule of Non-Cash Financing Activities:


   Conversion of convertible notes payable
      to Class A shares
$208,591
$233,438




HICKOK INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2013


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 8 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, 2013 are not necessarily indicative of the results that may be expected for the year ended September 30, 2013. 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, 2012.

2. Inventories

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



March 31,
2013
September 30, 2012
March 31,
2012




Components
$942,802
$1,061,957
$1,087,525
Work-in-Process
341,766
451,733
508,251
Finished Product
195,586
221,080
229,505





$1,480,154
$1,734,770
$1,825,281




The above amounts are net of reserve for obsolete inventory in the amount of $916,903, $851,000 and $810,000 for the periods ended March 31, 2013, September 30, 2012 and March 31, 2012 respectively.

3. Notes receivable

The Company has notes receivable with a current and former employee at an interest rate of three percent per annum. The Company does not anticipate repayment within the next twelve months.

4. Convertible Notes Payable

On December 30, 2011, Hickok Incorporated entered into a Convertible Loan Agreement with Roundball, LLC and the Aplin Family Trust. Under the Convertible Loan Agreement, the Company issued a convertible note to Roundball in the amount of $466,879 and a convertible note to the Aplin Family Trust in the amount of $208,591. In addition, Roundball, LLC shall have the right to cause the Company to borrow up to an additional $466,880 from Roundball, LLC. The notes were unsecured, bore interest at a rate of 0.20% per annum and were set to mature on December 30, 2012.

In addition, the Company sold 20,000 Class B Common Shares currently held in treasury to Roundball at a price of $1.85 per share per a subscription agreement between the Company and Roundball dated December 30, 2011.

The notes were convertible by the Investors at any time into Class A Common Shares of the Company, at a conversion price of $1.85 per share, although up to no more than 504,735 Conversion Shares for Roundball and no more than 112,752 Conversion Shares for the Aplin Family Trust. The Company had the option to convert the notes at the expiration date, if the investors had not during the course of the agreement. On December 30, 2011, Roundball converted $233,438 into Class A Common Shares of the Company. In addition, on August 20, 2012 Roundball converted the remaining $233,441 under the Convertible Loan Agreement into Class A Common Shares of the Company.

On December 28, 2012, the Aplin Family Trust converted the $208,591 under the Convertible Loan Agreement into Class A Common Shares of the Company.

On December 30, 2012 management entered into an amended Convertible Loan Agreement with Roundball which may provide approximately $467,000 of liquidity to meet on going working capital requirements. The amended Convertible Loan Agreement is by and between the Company and a major shareholder who is also a Director modifying the terms and extending the due date of the loan agreement from December 30, 2012 to December 31, 2013 and modifying the terms to allow $250,000 of borrowing on the agreement at the Company's discretion at an interest rate of 0.24%.

In partial consideration for Amendment No. 1, the Company and Roundball entered into a Warrant Agreement, dated  December 30, 2012, whereby the Company issued a warrant to Roundball to purchase, at its option, up to 100,000 shares of Class A Common Stock of the Company at an exercise price of $2.50 per share, subject to certain anti-dilution and other adjustments. If not exercised, this warrant will expire on December 30, 2015. Roundball is an affiliate of Steven Rosen, a Director of the Company.

The Company used the Black-Scholes option pricing model to determine the fair value estimate for recognizing the cost of services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. The warrants are immediately exercisable and expire in December 2015. The fair value of the warrants issued is amortized over the one year amended convertible loan agreement period. During the three and six month periods ended March 31, 2013, $11,375 and $22,750 was expensed as non-cash interest expense. The following weighted-average assumptions were used in the option pricing model for the three and six month periods ended March 31, 2013: a risk free interest rate of 0.42%; an expected life of 3 years; an expected dividend yield of 0.0%; and a volatility factor of .84.

5. Short-term Financing

The Company had a credit agreement of $250,000 with Robert L. Bauman, one of its major shareholders who is also an employee of the Company. The agreement was to expire in April 2013 but was modified on December 31, 2012 to extend the maturity date to December 2013. Effective October 30, 2012 for the remainder of the agreement, the lender may terminate the agreement with 45 days written notice, but it is at the discretion of the Company to deny the termination notice until December 2013 if it will have a negative effect on the solvency of the Company.

The agreement provides for a revolving credit facility of $250,000 with interest at 0.24% per annum and is unsecured and includes a three year warrant for 100,000 shares of Class A common stock at a price of $2.50 per share. In addition, the agreement generally allows for borrowing based on an amount equal to eighty percent of eligible accounts receivables or $250,000.
During the three month period ended March 31, 2013 the Company borrowed $250,000 against this loan facility and the Company repaid the outstanding balance of $250,000 on the Revolving Credit Agreement with Robert L. Bauman on February 21, 2013. The Company had no outstanding borrowings under this loan facility at March 31, 2013.

In partial consideration for the extension of the revolving credit facility the Company and Bauman entered into a Warrant Agreement, dated December 30, 2012 whereby the Company issued a warrant to Bauman to purchase, at his option, up to 100,000 shares of Class A Common Stock of the Company at an exercise price of $2.50 per share, subject to certain anti-dilution and other adjustments. If not exercised, this warrant will expire on December 30, 2015.

The Company used the Black-Scholes option pricing model to determine the fair value estimate for recognizing the cost of services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. The warrants are immediately exercisable and expire in December 2015. The fair value of the warrants issued is amortized over the one year credit agreement period. During the three and six month periods ended March 31, 2013, $11,375 and $22,750 was expensed as non-cash interest expense. The following weighted-average assumptions were used in the option pricing model for the three and six month month periods ended March 31, 2013: a risk free interest rate of 0.42%; an expected life of 3 years; an expected dividend yield of 0.0%; and a volatility factor of .84.

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

On February 27, 2013, the Company's 2013 Omnibus Equity Plan was approved and adopted by an affirmative vote of a majority of the Company's Class A and Class B Shareholders.

The 2013 Omnibus Plan will provide the Company with the flexibility to grant a variety of share-based awards for covered employees, consultants and Directors. The 2013 Omnibus Plan provides for the grant of the following types of incentive awards: stock options, stock appreciation rights, restricted shares, restricted share units, performance shares and Class A Common Shares. Those who will be eligible for awards under the 2013 Omnibus Plan include employees who provide services to the Company and its affiliates, executive officers, non-employee Directors and consultants designated by the Compensation Committee. The Plan has 150,000 Class A Common Shares reserved for issuance. The Class A Common Shares may be either authorized, but unissued, common shares or treasury shares. No share-based awards have been granted under the 2013 Omnibus Equity Plan as of March 31, 2013.

Under the Company's expired Key Employees Stock Option Plans (collectively the "Employee Plans"), incentive stock options, in general, were 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. Under the expired Employee Plans there are no options currently available for grant and there are no options outstanding at March 31, 2013. Options for 26,850 shares at $3.55 per share expired during the three month period ended March 31, 2012.

The Company's expired Outside Directors Stock Option Plans (collectively the "Directors Plans"), have provided for the automatic grant of options to purchase up to 31,000 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. Options for 31,000 Class A shares were outstanding at March 31, 2013 (33,000 shares at September 30, 2012 and 42,000 shares at March 31, 2012) at prices ranging from $2.925 to $11.00 per share. Options for 2,000 shares expired during the three month period ended March 31, 2013 at $3.67 per share. Options for 7,000 shares were granted under the expired Directors Plans during the three month period ended March 31, 2012, at a price of $2.925 per share. In addition, options for 3,000 shares expired during the three month period ended March 31, 2012 at $3.55 per share. All outstanding options under the expired Directors Plans become fully exercisable on March 8, 2015.

The following is a summary of the range of exercise prices for stock options outstanding and exercisable under the expired Directors Plans at March 31, 2013:

 
Directors Plans
Outstanding Stock Options
Weighted Average
 Share Price
Weighted Average Remaining Life
Number of Stock Options  Exercisable
Weighted Average Share Price
Range of exercise prices:       

$2.925 - 5.25
17,000
$3.34
7.2
11,000
$3.56
$6.00 - 7.25
8,000
$6.43
4.3
8,000
$6.43
$10.50 - 11.00
6,000
$10.75
4.5
6,000
$10.75
 

   


 
31,000
$5.57

25,000
$6.20








The Company accounts for Share-Based Payments under the modified prospective method for its stock options for both employees and non-employee Directors. 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 recognizing the cost of employee and director services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates. Employee stock options are immediately exercisable while Director's stock options are exercisable over a three year period. The fair value of stock option grants to Directors is amortized over the three year vesting period. During the three and the six month periods ended March 31, 2013 and 2012 respectively $1,208 and $3,283; $4,049 and $6,148 was expensed as share-based compensation. The following weighted-average assumptions were used in the option pricing model for the three and six month periods ended March 31, 2013 and 2012 respectively: a risk free interest rate of 5.0% and 5.5%; an expected life of 10 and 10 years; an expected dividend yield of 0.0% and 0.0%; and a volatility factor of .87 and .75.

On October 11, 2012, the Company's Amended Articles of Incorporation and the Amended Code of Regulations were adopted by an affirmative vote of more than two-thirds of the Company's Class A and Class B Shareholders.

The Amended Articles amend and restate the Current Articles in a number of significant ways and are primarily as follows: increased the number of Class A Shares and Class B Shares from 3,750,000 and 1,000,000 to 10,000,000 and 2,500,000 respectively, and added a class of 1,000,000 Serial Preferred Shares; eliminated par value for for Class A Shares and Class B Shares; updated certain provisions relating to the payment of dividends; removed restrictions on the issuance of additional Class A Shares; clarified the method by which the Company may repurchase its shares; reduced the percentage of shareholder vote required to authorize corporate actions from two-thirds of the voting power to a majority of the voting power; and made other technical or conforming changes.

The Amended Regulations amend and restate the Current Regulations
in a number of significant ways and are primarily as follows: updated certain provisions relating to the Company's meetings of shareholders in order to provide more consistency in the regulations regarding the Company's practices in this area; further clarifying the roles of the Company's officers and directors in conducting the Company's business; updated the Company's policy regarding the indemnification of its directors, officers, employees, and others; revised provisions allowing for the Board of Directors to adopt amendments to the Amended Regulations to the extent permitted by Ohio law; and made other technical or conforming changes.

Unissued shares of Class A common stock (958,233 shares) are reserved for the share-for-share conversion rights of the Class B common stock, stock options under the Directors Plans, conversion rights of the Convertible Promissory Note and available warrants.

7. Recently Issued Accounting Pronouncements

The Company did not incur any material impact to its financial condition or results of operations due to the adoption of any new accounting standards during the periods reported.

8. Earnings per Common Share

Earnings per common share information is computed on the weighted average number of shares outstanding during each period based on the provisions of FASB Codification ASC Topic 260, "Earnings per Share." The required reconciliations are as follows:



Three Months Ended
March 31,
Six Months Ended
March 31,


2013
2012
2013
2012
Basic Income (Loss) per Share



Income (Loss) available
to common stockholders
$119,431
$(224,781)
$263,235
$(407,921)





Shares denominator
1,638,215
1,394,278
1,582,776
1,322,385





Per share amount
$.08
$(.16)
$.17
$(.31)





Effect of Dilutive Securities



Average shares outstanding

1,638,215
1,394,278

1,582,776
1,322,385
Stock options
30,044
-
30,044
-






1,668,259
1,394,278
1,612,820
1,322,385





Diluted Income (Loss) per Share



Income (Loss) available to common stockholders
$119,431
$(224,781)
$263,235
$(407,921)





Per share amount
$.07
$(.16)
$.16
$(.31)





Options and warrants to purchase 31,000 and 200,000 shares of common stock respectively during the second quarter and the first six months of fiscal 2013 at prices ranging from $2.50 to $11.00 per share were outstanding but were not included in the computation of diluted earnings per share because the option's and warrant's effect was antidilutive or the exercise price was greater than the average market price of the common share.

Options to purchase 42,000 shares of common stock during the second quarter and the first six months of fiscal 2012 at prices ranging from $2.925 to $11.00 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.

In addition, conversion rights to purchase 491,304 shares of common stock during the second quarter and the first six months of fiscal 2012 at a price of $1.85 per share were not included in the computation of diluted earnings per share because the conversion rights of the Convertible Promissory Notes effect was antidilutive or the exercise price was greater than the average market price of the common share.


9. Segment and Related Information

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 or service business, military 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 testing or servicing of automotive systems using electronic means to measure vehicle parameters. These products are sold to OEM's and to the aftermarket using several brand names and a variety of distribution methods. Included in this segment are products used for state required testing of vehicle emissions.


Information by industry segment is set forth below:



Three Months Ended
March 31,
Six Months Ended
March 31,


2013
2012
2013
2012
Net Sales



Indicators and Gauges
$417,607
$352,372
$827,833
$730,375
Automotive Diagnostic Tools and Equipment
1,546,731
826,166
2,875,408
1,629,664






$1,964,338
$1,178,538
$3,703,241
$2,360,039





Income (Loss) before provision for Income Taxes



Indicators and Gauges
$113,216
$44,125
$224,840
$101,590
Automotive Diagnostic Tools and Equipment
297,435
(45,700)
604,900
(60,956)
General Corporate
Expenses

(291,220)

(223,206)

(566,505)

(448,555)






$119,431
$(224,781)
$263,235
$(407,921)





Asset Information



Indicators and Gauges

$807,464
$759,865
Automotive Diagnostic Tools and Equipment

1,398,266
1,575,177
Corporate

1,306,087
1,111,107








$3,511,817
$3,446,149





Geographical Information



Included in the consolidated financial statements are the
following amounts related to geographical locations:





Revenue:



United States
$1,896,250
$1,143,642
$3,596,685
$2,256,275
Australia
14,231
23,556
14,231
35,609
Canada
22,644
-
50,698
13,752
Mexico
3,488
10,080 10,536
20,160
Taiwan
22,481
1,260
22,481
33,665
Other foreign countries
5,244
-
8,610
578






$1,964,338
$1,178,538
$3,703,241
$2,360,039







All export sales to Australia, Canada, Mexico, Taiwan and other foreign countries are made in United States of America Dollars.

10. Commitments and Contingencies

Legal Matters

The Company is the plaintiff in a suit pursuing patent infringement against a competitor in the emissions market. Management believes that it is not currently possible to estimate the impact, if any, that the ultimate resolution of this matter will have on the Company's results of operations, financial position or cash flows.

The Company is a named defendant along with numerous other companies in a suit in the State of Michigan regarding asbestos harm to the plaintiff. The Company has engaged a Michigan attorney to provide representation. The Company believes the suit is without merit and is pursuing dismissal of the case.

11. Subsequent Events

The Company has evaluated subsequent events through May 6, 2013,
which is the date the financial statements were available to be issued, and has determined there were no subsequent events to recognize or disclose in these financial statements.

12. Business Condition and Management Plan

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations during the past several years due primarily to decreasing sales of existing product lines and a general economic downturn in all markets the Company serves.

The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing if needed. Management continues to review and revise its strategic plan and believes in the viability of its strategy to increase revenues and profitability through increased sales of existing products and the introduction of new products to the market place. Management believes that the actions presently being taken by the Company will provide the stimulus for it to continue as a going concern, however, because of the inherent uncertainties there can be no assurances to that effect. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, the Company has net operating loss carryforwards, currently valued at $0, that offset taxable income.

Management took steps to reduce expenses throughout the Company in fiscal 2009, 2010 and 2011 in the form of substantial reductions in personnel, wage reductions for all personnel and expenditure restrictions in most aspects of the Company’s operations. Anticipated cost savings were achieved during the past four years and management expects these measures to continue through fiscal 2013. During the first quarter of fiscal 2012 management entered into two unsecured convertible loan agreements that have provided approximately $675,000 of cash to date. One of the convertible loan agreements was fully converted during fiscal 2012 and the other on December 28, 2012.

In addition, on December 30, 2012 management entered into an amended unsecured convertible loan agreement and an additional revolving line of credit which may provide approximately $717,000 of liquidity to meet on going working capital requirements. One agreement is an unsecured revolving line of credit with a major shareholder who is also an employee and the other is an unsecured convertible loan agreement with a major shareholder who is also a Director as discussed in Notes 4 and 5. These facilities are available through December 2013.

The above available financing resources together with management’s revised strategic plan to increase revenues and profitability through increased sales of existing products, the introduction of new products to the market place and the revenues generated from the large order from a Tier 1 Supplier should provide the Company with the needed working capital for the foreseeable future.


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations, Second Quarter (January 1, 2013 through March 31, 2013)
Fiscal 2013 Compared to Second Quarter Fiscal 2012
-----------------------------------------------------------------------------------------

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 or service business, military and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to original equipment manufacturers, servicers of locomotives and operators of railroad equipment. Revenue in this segment was $417,607 and $352,372 for the second quarter of fiscal 2013 and fiscal 2012, respectively and $827,833 and $730,375 for the first six months of fiscal 2013 and fiscal 2012, respectively.

The automotive diagnostic tools and equipment segment consists primarily of products designed and manufactured to support the testing or servicing of automotive systems using electronic means to measure vehicle parameters. These products are sold to OEM's and to the aftermarket using several brand names and a variety of distribution methods. Included in this segment are products used for state required testing of vehicle emissions. Revenue in this segment was $1,546,731 and $826,166 for the second quarter of fiscal 2013 and fiscal 2012, respectively, and $2,875,408 and $1,629,664 for the first six months of fiscal 2013 and fiscal 2012, respectively. The increased sales volume was primarily due to the large order from a Tier 1 OEM supplier.

Results of Operations

Product sales for the quarter ended March 31, 2013 were $1,891,252 versus $1,069,951 for the quarter ended March 31, 2012. The 77% increase in product sales during the current quarter of approximately $821,000 was volume related due primarily to increased sales of automotive diagnostic testing products to OEM's of approximately $689,000. Sales of emission products increased by approximately $108,000, offset in part by a decrease in aftermarket sales of approximately $47,000. In addition, sales of indicator products increased by approximately $71,000. Management continues to be concerned about the current economic conditions in the markets the Company serves. Product sales are expected to decrease slightly during the remainder of fiscal 2013.

Service sales for the quarter ended March 31, 2013 were $73,086 versus $108,587 for the quarter ended March 31, 2012. The decrease was volume related and due primarily to a lower sales volume for chargeable repairs. The current level of service sales related to product repair sales is expected to continue for the balance of the fiscal year.

Cost of product sold in the second quarter of fiscal 2013 was $1,064,770 (56.3% of product sales) as compared to $710,841 (66.4% of product sales) in the second quarter of fiscal 2012. The decrease in the cost of product sold percentage was due primarily to a change in product mix. The dollar increase is due to the volume increase of product sales during the current quarter, primarily the completion of the order for a Tier 1 OEM supplier.  The current cost of product sold percentage is expected to increase slightly for the balance of the fiscal year due to an anticipated change in product mix.

Cost of service sold in the second quarter of fiscal 2013 was $43,391 (59.4% of service sales) as compared to $65,016 (59.9% of service sales) in the second quarter of fiscal 2012. The dollar decrease was due primarily to the decrease in service sales in the current quarter. The current cost of services sold percentage is anticipated to continue for the balance of the fiscal year.

Product development expenses were $246,098 in the second quarter of fiscal 2013 (13.0% of product sales) as compared to $248,493 (23.2% of product sales) in the second quarter of fiscal 2012. The percentage decrease was due primarily to higher product sales during the current quarter.
The current level of product development expenses is expected to continue for the balance of the fiscal year. The Company believes the existing resources will be sufficient to continue to develop identified new products for both OEM and Aftermarket customers.

Marketing and administrative expenses were $468,755 (23.9% of total sales) in the second quarter of 2013 versus $385,635 (32.7% of total sales) for the same period a year ago. Marketing expenses were approximately $199,000 in the second quarter of fiscal 2013 versus $156,000 for the same period a year ago. Within marketing expenses, royalty expense,
labor costs, commissions and advertising expenses increased by approximately $28,000, $11,000, $8,000 and $2,000 respectively. These increases were offset in part by decreases in outside consulting expenses, credit and collection expense and travel expenses of approximately $2,000, $1,000 and $1,000 respectively. Administrative expenses were approximately $269,000 in the second quarter of fiscal 2013 versus $230,000 for the same period a year ago. Within administrative expenses professional fees increased by approximately $46,000, offset in part by a decrease in repairs and maintenance computer equipment of approximately $8,000. The current level of marketing and administrative expenses are expected to decrease slightly for the balance of the fiscal year.

Interest expense was $22,823 in
the second quarter of fiscal 2013 which compares to $1,566 in the second quarter of fiscal 2012. The increase in interest charges in the current quarter compared to a year ago was was due to recording as non-cash interest expense a portion of the present value of  the warrants issued in December 2012. Interest on the line of credit and convertible notes payable declined by approximately $1,273 and $220 respectively. The current level of interest expense is expected to continue for the remainder of the fiscal year.

Other income was $930 in the second quarter of fiscal 2013 which compares with $8,232 in the second quarter of fiscal 2012. Other income consists primarily of interest income on cash and cash equivalents invested and the proceeds from the sale of scrap metal shavings. The decrease is due primarily to a gain of approximately $3,500 on the sale of
a company vehicle and a higher level of scrap metal sales of approximately $3,300 during the second quarter a year ago with no similar sales in the current year.

Income taxes in the second quarter of fiscal 2013 was $0 which compares with income taxes of $0 in the second quarter of fiscal 2012.
In the second quarter of fiscal 2013 income taxes were recorded at an effective tax rate of 37% offset by deferred taxes, specifically net operating loss carryforwards. In the second quarter of fiscal 2012 recovery of income taxes was calculated at an effective tax rate of 37% offset by a increase in the valuation allowance netting to $0.

Net income in the second quarter of fiscal 2013 was $119,431 which compares with a net loss of $224,781 in the second quarter of fiscal 2012. The net income in fiscal 2013 was primarily the result of a higher sales volume.

Unshipped customer orders as of March 31, 2013 were $639,000 versus $649,000 at March 31, 2012. The decrease was due to decreased orders in indicator products of approximately $83,000, offset in part by an increase in orders for automotive diagnostic products of approximately $73,000, specifically $44,000 for diagnostic products to automotive OEM's and orders to the aftermarket which includes emissions products of approximately $29,000. The Company anticipates that most of the current backlog will be shipped in the last half of fiscal 2013.

Results of Operations, Six Months Ended March 31, 2013
Compared to Six Months Ended March 31, 2012

Product sales for the six months ended March 31, 2013 were $3,538,687 versus $2,180,691 for the same period in fiscal 2012. The increase in product sales during the first six months of the current fiscal year of approximately $1,358,000 was volume related due primarily to increased sales of automotive diagnostic testing products, primarily, automotive diagnostic testing products to OEM's of approximately $1,370,000. Sales of emission products increased by approximately $31,000, offset in part by a decrease in aftermarket sales of approximately $143,000. In addition, sales of indicator products increased by approximately $101,000. The increase in product sales to OEM's is due to the large order completed during the current year for a Tier 1 OEM supplier. Management anticipates product sales for the third and fourth quarter will decrease slightly.

Service sales for the six months ended March 31, 2013 were $164,554 compared with $179,348 for the same period in fiscal 2012. The decrease was volume related and due primarily to a lower sales volume for chargeable repairs. The current level of service sales related to product repair sales is expected to continue for the balance of the fiscal year.

Cost of product sold was $1,956,903 or (55.3% of product sales) compared to $1,439,946 (66.0% of product sales) for the six months ended March 31, 2012. The percentage decrease in the cost of product sold was due primarily to a higher sales volume, higher plant utilization and a change in product mix.
The change in mix was largely increased sales of automotive diagnostic testing products to OEM's. The dollar increase is due to the volume increase of product sales during the current quarter. The current cost of product sold percentage is expected to increase slightly for the balance of the fiscal year due to an anticipated change in product mix.

Cost of service sold was $77,660 (47.2% of service sales) compared with $124,700 (69.5% of service sales) for the six months ended March 31, 2012. The dollar and percentage decrease was due primarily to a lower sales volume and product specifics of chargeable repairs. The cost of services sold percentage is expected to increase moderately for the balance of the fiscal year.

Product development expenses were $477,245 (13.5% of product sales) compared to $473,230 (21.7% of product sales) for the six months ended March 31, 2012. The percentage decrease was due primarily to higher product sales during the current six months of fiscal 2013. The current level of product development expenditures is expected to continue for the balance of the fiscal year. Management believes the existing and planned resources will be sufficient to continue to develop identified new products for both OEM and Aftermarket customers.

Marketing and administrative expenses were $885,998 for the six months ended March 31, 2013 (23.9% of total sales) versus $735,276 (31.2% of total sales) for the six months ended March 31, 2012. The percentage decrease was due
primarily to the higher level of total sales for the current six months of fiscal 2013. Marketing expenses were approximately $362,000 during the first six months of the current fiscal year as compared to $282,000 for the same period a year ago. Within marketing expenses, increases were primarily in royalties, labor costs, commissions and advertising expense of approximately $47,000, $28,000, $8,000 and $3,000 respectively. These increases were offset in part by decreases in credit and collection expense and travel expenses of approximately $4,000, and $1,000 respectively. Administrative expenses were approximately $524,000 during the first six months of the current fiscal year as compared to $454,000 for the same period a year ago. The dollar increase was due primarily to increases in professional fees, labor costs and travel expenses of approximately $78,000, $3,000 and $2,000 respectively, offset in part by a decrease in repairs and maintenance computer equipment of approximately $13,000. The current level of marketing and administrative expenses are expected to decrease slightly for the remainder of the fiscal year.

Interest expense was $45,678 for the six months ended March 31, 2013, and $5,561 for the same period in 2012. The increase in interest charges in the current six month period compared to a year ago was due primarily to recording as non-cash interest expense a portion of the present value of the warrants issued in December 2012. Interest on the line of credit and convertible notes payable declined by approximately $5,264 and $119 respectively. The current level of interest expense is expected to continue for the third and fourth quarters of the year due to the remaining present value to be recorded as interest expense on the warrants issued in 2012.

Other income of $3,478 for the six months ended March 31, 2013 compares with other income of $10,753 in the same period last year. Other income consists primarily of interest income on cash and cash equivalents invested and the proceeds from the sale of scrap metal shavings. The decrease is due primarily to the gain on the sale of a company vehicle and an increase in the sale of scrap metal shavings of approximately $3,500 and $3,000 respectively during the prior year six month period with no similar sales in the current year. The current level of other income is expected to decrease for the remainder of fiscal 2013.

Income taxes during the first six months of fiscal 2013 was $0 which compares with income taxes of $0 in the first six months of fiscal 2012.
In the first six months of fiscal 2013 income taxes were recorded at an effective tax rate of 37% offset by deferred taxes, specifically net operating loss carryforwards. In the first six months of fiscal 2012 recovery of income taxes was calculated at an effective tax rate of 37% offset by a increase in the valuation allowance netting to $0.

Net income for the six months ended March 31, 2013 was $263,235 compared with a net loss of $407,921 for the six months ended March 31, 2012. The net income for the first half of fiscal 2013 was primarily the result of a higher sales volume.

Liquidity and Capital Resources

Total current assets were $3,178,786, $2,823,971 and $3,063,976 at March 31, 2013, September 30, 2012 and March 31, 2012, respectively. The increase of approximately $115,000 from March to March was due primarily to the increase in cash and cash equivalents, accounts receivable and prepaid expenses of approximately $229,000, $215,000 and $15,000 respectively, offset by a decrease in inventory of approximately $345,000. The increase in cash and cash equivalents and accounts receivable combined with the decrease in inventory was due primarily to the increase in the sales volume during the period. The decrease in inventory was due partially to a higher obsolescence reserve level, and in addition management's actions to reduce inventory levels during the period. The increase from September to March of approximately $355,000 was due primarily to the increase in cash and cash equivalents of approximately $625,000, offset in part by a decrease in inventory of approximately $255,000. The increase in cash and cash equivalents was due primarily to the higher level of sales and the subsequent collection of accounts receivable during the period. The decrease in inventory was due partially to a higher obsolescence reserve level, and in addition management's actions to reduce inventory levels during the period.

Working capital as of March 31, 2013 amounted to $2,491,294 as compared with $2,073,066 a year earlier. Current assets were 4.6 times current liabilities compared to 3.1 a year ago. The quick ratio was 2.3 compared to 1.2 a year ago.

Internally generated funds during the six months ended March 31, 2013 were $648,968. Capital expenditures during the period were $4,000. The primary reason for the positive cash flow from operations was the net income generated from the large order from a Tier 1 Supplier to an OEM and the decrease in inventory during the period. The Company does not anticipate any material capital expenditures during fiscal 2013. In addition, the Company believes that cash and cash equivalents, together with funds anticipated to be generated by operations in addition to available short-term financing will provide adequate funding of the Company's working capital needs through the end of fiscal 2013.

Shareholders' equity during the six months ended March 31, 2013 increased by $506,450 which was the net income during the period of $263,235,
sale of Class A Conversion shares of $208,591, issuance of Class A Common shares for consulting services of $7,000, share-based compensation expense of $4,049, non-cash interest expense on warrants issued of $45,500 and filing fees for the additional authorized common shares of $21,925.

On October 11, 2012, the Company's Amended Articles of Incorporation and the Amended Code of Regulations were adopted by an affirmative vote of more than two-thirds of the Company's Class A and Class B Shareholders.

The Amended Articles amend and restate the Current Articles in a number of significant ways and are primarily as follows: increased the number of Class A Shares and Class B Shares from 3,750,000 and 1,000,000 to 10,000,000 and 2,500,000 respectively, and added a class of 1,000,000 Serial Preferred Shares; eliminated par value for for Class A Shares and Class B Shares; updated certain provisions relating to the payment of dividends; removed restrictions on the issuance of additional Class A Shares; clarified the method by which the Company may repurchase its shares; reduced the percentage of shareholder vote required to authorize corporate actions from two-thirds of the voting power to a majority of the voting power; and made other technical or conforming changes.

The Amended Regulations amend and restate the Current Regulations in a number of significant ways and are primarily as follows: updated certain provisions relating to the Company's meetings of shareholders in order to provide more consistency in the regulations regarding the Company's practices in this area; further clarifying the roles of the Company's officers and directors in conducting the Company's business; updated the Company's policy regarding the indemnification of its directors, officers, employees, and others; revised provisions allowing for the Board of Directors to adopt amendments to the Amended Regulations to the extent permitted by Ohio law; and made other technical or conforming changes.  

Detailed information related to the two changes approved by shareholders may be found in the 2012 Proxy Statement for the Special Meeting held October 11, 2012 which was filed with the Securities and Exchange Commission on September 14, 2012.

During fiscal 2013 the Company's business may require a short-term increase in inventory and accounts receivables. Whenever there may be a requirement to increase inventory in fiscal 2013 there will be a negative but temporary impact on liquidity. The Company has reduced wages, headcount, product development, and marketing, administrative and sales related expenses in order to appropriately manage its working capital. The Company believes that internally generated funds and available short-term financing will provide sufficient liquidity to meet ongoing working capital requirements.

Critical Accounting Policies

Our critical accounting policies are as presented in Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended September 30, 2012.

Forward-Looking Statements

The foregoing discussion includes forward-looking statements relating to the business of the Company. These forward-looking statements, or other statements made by the Company, are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors (including, but not limited to, those specified below) which are difficult to predict and, in many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) the Company's dependence upon a limited number of customers, (b) the highly competitive industry in which the company operates, which includes several competitors with greater financial resources and larger sales organizations, (c) the acceptance in the marketplace of new products and/or services developed or under development by the Company including automotive diagnostic products, fastening systems products and indicating instrument products, (d) the ability of the Company to further establish distribution and a customer base in the automotive aftermarket, (e) the Company's ability to capitalize on market opportunities including state automotive emissions programs and OEM tool programs and (f) the Company's ability to obtain cost effective financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

The Company is exposed to certain market risks from transactions that are entered into during the normal course of business. The Company has not entered into derivative financial instruments for trading purposes. The Company's primary market risks are exposure related to interest rate risk and equity market fluctuations. The Company's only debt subject to interest rate risk is its revolving credit facility. The Company had no outstanding balance on its credit facility at March 31, 2013, which is subject to a fixed rate of interest of 0.24%. As a result, the Company believes that the market risk related to interest rate movements is minimal.

Item 4. Controls and Procedures.

As of March 31, 2013, an evaluation was performed, 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. Based upon that evaluation, the Company's management, including the Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2013 in ensuring that information required to be disclosed by the Company in the reports it files and submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company's internal controls over financial reporting during the second fiscal quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is the plaintiff in a suit pursuing patent infringement against a competitor in the emissions market. There has been no material developments in this legal proceeding since the filing of Form 10-K for fiscal 2012. Management believes that it is not currently possible to estimate the impact, if any, that the ultimate resolution of the patent infringement matter will have on the Company's results of operations, financial position or cash flows.

The Company is a named defendant along with numerous other companies in a suit in the State of Michigan regarding asbestos harm to the plaintiff. The Company has engaged a Michigan attorney to provide representation. There has been no material developments in this legal proceeding since the filing of Form 10-K for fiscal 2012. The Company believes the suit is without merit and is pursuing dismissal of the case.

Item 6. Exhibits.

Exhibit No.

Description



11

Statement Regarding Computation of Earnings Per share and Common Share Equivalents



31.1

Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer



31.2

Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer



32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



101.INS**
XBRL Instance



101.SCH**
XBRL Taxonomy Extension Schema



101.CAL**
XBRL Taxonomy Extension Calculation



101.DEF**
XBRL Extension Definition



101.LAB**
XBRL Extension Labels



101.PRE**
XBRL Taxonomy Extension Presentation

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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.





HICKOK INCORPORATED
(Registrant)



Date: May 14, 2013
/s/ R. L. Bauman

R. L. Bauman, Chief Executive Officer,
President, and Treasurer




Date: May 14, 2013
/s/ G. M. Zoloty

G. M. Zoloty, Chief Financial Officer