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, 2012

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)

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.

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, 2012:  919,412 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,

	2012	2011	2012	2011
Net Sales
Product Sales	$1,069,951	$1,194,952	$2,180,691	$2,207,009
Service Sales	108,587	117,944	179,348	218,530
Total Net Sales	1,178,538	1,312,896	2,360,039	2,425,539
Costs and Expenses
Cost of Product Sold	710,841	684,437	1,439,946	1,296,734
Cost of Service Sold	65,016	75,734	124,700	153,462
Product Development	248,493	266,668	473,230	522,002
Marketing and Administrative  Expenses	385,635	501,859	735,276	989,006
Interest Charges	1,566	-	5,561	-
Other Income	<8,232>	<2,121>	<10,753>	<4,002>
Total Costs and Expenses	1,403,319	1,526,577	2,767,960	2,957,202
Income <Loss> before Provision for Income Taxes	<224,781>	<213,681>	<407,921>	<531,663>
Provision for (Recovery of) Income Taxes	-	-	-	-
Net Income <Loss>	$<224,781>	$<213,681>	$<407,921>	$<531,663>
Earnings per Common Share:
Net Income <Loss>	$<.16>	$<.17>	$<.31>	$<.42>
Earnings per Common Share Assuming Dilution:
Net Income <Loss>	$<.16>	$<.17>	$<.31>	$<.42>
Dividends per Common Share	$-0-	$-0-	$-0-	$-0-

See Notes to Consolidated Financial Statements

HICKOK INCORPORATED
CONSOLIDATED BALANCE SHEET

	March 31, 2012 (Unaudited)	September 30, 2011 (Note)	March 31, 2011 (Unaudited)
Assets
Current Assets
Cash and Cash Equivalents	$654,713	$274,530	$266,122
Trade Accounts Receivable-Net	511,656	722,731	455,376
Notes Receivable - Current	2,400	2,400	-
Inventories	1,825,281	1,963,943	2,111,860
Prepaid Expenses	69,926	53,267	83,276
Total Current Assets	3,063,976	3,016,871	2,916,634
Property, Plant and Equipment
Land	233,479	233,479	233,479
Buildings	1,429,718	1,429,718	1,429,718
Machinery and Equipment	2,340,232	2,336,995	2,338,290
	4,003,429	4,000,192	4,001,487
Less: Allowance for Depreciation	3,657,006	3,613,913	3,559,985
Total Property - Net	346,423	386,279	441,502
Other Assets
Notes Receivable - Long-term	34,000	35,700	39,100
Deposits	1,750	1,750	1,750
Total Other Assets	35,750	37,450	40,850
Total Assets	$3,446,149	$3,440,600	$3,398,986

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

See Notes to Consolidated Financial Statements

	March 31, 2012 (Unaudited)	September 30, 2011 (Note)	March 31, 2011 (Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Short-Term Financing	$-	$-	$-
Convertible Notes Payable	442,032	-	-
Trade Accounts Payable	161,200	173,848	227,111
Accrued Payroll & Related Expenses	159,820	142,949	162,890
Accrued Expenses	202,378	205,208	186,891
Accrued Taxes Other Than Income	25,480	47,786	66,143
Accrued Income Taxes	-	-	-
Total Current Liabilities	990,910	569,791	643,035
Long-Term Financing	-	250,000	-
Stockholders' Equity
Class A, $1.00 par value; authorized 3,750,000 shares; 919,412 shares outstanding (793,229 shares outstanding at September 30, 2011 and March 31, 2011) excluding 15,795 shares in treasury	919,412	793,229	793,229
Class B, $1.00 par value; authorized 1,000,000 shares; 474,866 shares outstanding (454,866 shares outstanding at September 30, 2011 and March 31, 2011) excluding 667 shares in treasury (20,667 shares in treasury at September 30, 2011 and March 31, 2011)	474,866	454,866	454,866
Contributed Capital	1,297,144	1,200,976	1,195,246
Retained Earnings	<236,183>	171,738	312,610
Total Stockholders' Equity	2,455,239	2,620,809	2,755,951
Total Liabilities and Stockholders' Equity	3,446,149	$3,440,600	$3,398,986

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

	2012	2011
Cash Flows from Operating Activities:
Cash received from customers	$2,571,114	$2,320,549
Cash paid to suppliers and employees	<2,603,182>	<2,783,153>
Interest paid	<6,641>	-
Interest received	550	474
Income taxes <paid> refunded	-	-
Net Cash Provided By <Used In> Operating Activities	<38,159>	<462,130>
Cash Flows from Investing Activities:
Capital expenditures	<21,093>	<1,295>
Payments received <advances> on notes receivable	1,700	<39,100>
Proceeds on sale of assets	9,500	-
Net Cash Provided By <Used In> Investing Activities	<9,893>	<40,395>
Cash Flows from Financing Activities:
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	428,235	-
Net increase <decrease> in cash and cash equivalents	380,183	<502,525>
Cash and cash equivalents at beginning of year	274,530	768,647
Cash and cash equivalents at end of second quarter	$654,713	$266,122
See Notes to Consolidated Financial Statements
	2012	2011
Reconciliation of Net Income <Loss> to Net Cash Provided By <Used In> Operating Activities:
Net Income <Loss>	$<407,921>	$<531,663>
Adjustments to reconcile Net Income <Loss> to net cash provided by operating activities:
Depreciation	54,997	54,996
Share-based compensation expense	6,148	6,885
Gain on disposal of assets	<3,548>	-
Changes in assets and liabilities:
Decrease <Increase> in accounts receivable	211,075	<104,990>
Decrease <Increase> in inventories	138,662	11,112
Decrease <Increase> in prepaid expenses	<16,659>	<12,853>
Increase <Decrease> in accounts payable	<12,648>	44,075
Increase <Decrease> in accrued payroll and related expenses	16,871	13,089
Increase <Decrease> in accrued expenses and accrued taxes other than income	<25,136>	57,219
Total Adjustments	369,762	69,533
Net Cash Provided By <Used In> Operating Activities	$<38,159>	$<462,130>
Supplemental Schedule of Non-Cash Financing Activities:
Conversion of convertible notes payable       to Class A shares	$233,438	$-

HICKOK INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2012

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, 2012 are not necessarily indicative of the results that may be expected for the year ended September 30, 2012. 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, 2011.

2. Inventories

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

	March 31, 2012	September 30, 2011	March 31, 2011
Components	$1,087,525	$1,145,278	$1,281,562
Work-in-Process	508,251	515,885	503,976
Finished Product	229,505	302,780	326,322
	$1,825,281	$1,963,943	$2,111,860

The above amounts are net of reserve for obsolete inventory in the amount of $810,000, $714,000 and $476,181 for the periods ended March 31, 2012, September 30, 2011 and March 31, 2011 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 $466,879.87 and a convertible note to the Aplin Family Trust in the amount of $208,591.20. In addition, Roundball, LLC shall have the right to cause the Company to borrow up to an additional $466,879.88 from Roundball, LLC. The notes are unsecured, bear interest at a rate of 0.20% per annum and will mature on December 30, 2012.

The notes may be converted 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 has the option to convert the notes at the expiration date, if the investors have not during the course of the agreement. On December 30, 2011, Roundball converted $233,438.55 into Class A Common Shares of the Company.

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.

5. Long-term Financing

The Company has a credit agreement of $250,000 with one of its major shareholders who is also an employee of the Company. The agreement was to expire in April 2012 but was modified on January 9, 2012 to extend the maturity date to April 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 April 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 generally equal to three percent per annum plus prime and is unsecured. In addition, the agreement generally allows for borrowing based on an amount equal to eighty percent of eligible accounts receivables or $250,000.

The Company repaid the outstanding balance of $250,000 on the Revolving Credit Agreement with Robert L. Bauman on February 1, 2012. The Company had no outstanding borrowings under this loan facility at March 31, 2012.

6. 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. Under the Employee Plans there are no options currently available for grant and there are no options outstanding at March 31, 2012. Options for 26,850 Class A shares were outstanding at September 30, 2011 and 27,650 shares at March 31, 2011 at prices ranging from $3.125 to $3.55. Options for 26,850 shares at $3.55 per share expired during the three month period ended March 31, 2012. In addition, options for 13,850 shares at a price of $3.125 per share expired during the three month period ended December 31, 2010. No other options were granted, exercised, canceled or expired during the three or six month periods presented under the Employee Plans.

The Company's Outside Directors Stock Option Plans (collectively the "Directors Plans"), have provided for the automatic grant of options to purchase up to 42,000 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 42,000 Class A shares were outstanding at March 31, 2012 (38,000 shares at September 30, 2011 and 46,000 shares at March 31, 2011) at prices ranging from $2.925 to $11.00 per share. Options for 7,000 and 5,000 shares were granted under the Directors Plans during each of the three month periods ended March 31, 2012 and March 31, 2011, at a price of $2.925 per share. In addition, options for 3,000 shares expired during the three month periods ended March 31, 2012 and March 31, 2011 at $3.55 and $4.25 per share respectively. All outstanding options under the 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 Employee Plans and the Directors Plans at March 31, 2012:

Employee Plans	Outstanding Stock Options Exercisable	Weighted Average  Share Price	Weighted Average Remaining Life
Range of exercise prices:
$-	-	$-	-
	-	$-

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	23,000	$3.43	7.0	12,667	$3.84
$6.00 - 7.25	11,000	$6.46	5.0	9,333	$6.55
$10.50 - 11.00	8,000	$10.75	5.5	8,000	$10.75
	42,000	$5.62		30,000	$6.52

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, 2012 and 2011 respectively $3,283 and $2,865; $6,148 and $6,885 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, 2012 and 2011 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.

Unissued shares of Class A common stock (1,008,170 shares) are reserved for the share-for-share conversion rights of the Class B common stock, stock options under the Directors Plans and conversion rights of the Convertible Promissory Notes.

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,

	2012	2011	2012	2011
Basic Income <Loss> per Share
Income <Loss> available to common stockholders	$<224,781>	$<213,681>	$<407,921>	$<531,663>
Shares denominator	1,394,278	1,248,095	1,322,385	1,248,095
Per share amount	$<.16>	$<.17>	$<.31>	$<.42>
Effect of Dilutive Securities
Average shares outstanding	1,394,278	1,248,095	1,322,385	1,248,095
Stock options	-	-	-	-
	1,394,278	1,248,095	1,322,385	1,248,095
Diluted Income <Loss> per Share
Income <Loss> available to common stockholders	$<224,781>	$<213,681>	$<407,921>	$<531,663>
Per share amount	$<.16>	$<.17>	$<.31>	$<.42>

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 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.

During the second quarter and the first six month period of fiscal 2011, options to purchase 73,650 shares of common stock, 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 shares.

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,

	2012	2011	2012	2011
Net Sales
Indicators and Gauges	$352,372	$290,966	$730,375	$534,772
Automotive Diagnostic Tools and Equipment	826,166	1,021,930	1,629,664	1,890,767
	$1,178,538	$1,312,896	$2,360,039	$2,425,539
Income (Loss) before provision for Income Taxes
Indicators and Gauges	$44,125	$8,297	$101,590	$<10,463>
Automotive Diagnostic Tools and Equipment	<45,700>	55,598	<60,956>	47,887
General Corporate Expenses	<223,206>	<277,576>	<448,555>	<569,087>
	$<224,781>	$<213,681>	$<407,921>	$<531,663>
Asset Information
Indicators and Gauges			$759,865	$649,189
Automotive Diagnostic Tools and Equipment			1,575,177	1,912,390
Corporate			1,111,107	837,407
			$3,446,149	$3,398,986
Geographical Information
Included in the consolidated financial statements are the following amounts related to geographical locations:
Revenue:
United States	$1,143,642	$1,272,382	$2,256,275	$2,308,507
Australia	23,556	1,089	35,609	26,945
Canada	-	29,345	13,752	67,180
Mexico	10,080	10,080	20,160	16,800
Taiwan	1,260	-	33,665	-
Other foreign countries	-	-	578	6,107
	$1,178,538	$1,312,896	$2,360,039	$2,425,539

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.

11. Subsequent Events

The Company has evaluated subsequent events through May 9, 2012, 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 resulting lower sales levels reduced the Company's accounts receivable and cash balances until the arrangements described below were consummated that substantially increased the cash availability of the Company. Management revised its strategic plan in late fiscal 2010 and has been executing that Plan since. It continues to believe 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 reverse the revenue trend and increase profitability in fiscal 2012, however, because of the inherent uncertainties there can be no assurance to that effect.

In December of 2008 management took steps to reduce non-direct product related expenses throughout the Company in response to the economic downturn and the uncertainty in the markets the Company serves. The steps included a substantial reduction in personnel, wage reductions for all personnel and expenditure restrictions in most aspects of the Company’s operations. Management took additional steps in April 2009 and April 2011 including additional reductions in personnel and an additional wage reduction for the CEO due to the continued decline in sales to the markets the Company serves. A senior OEM sales executive resigned in March 2011 and management decided to eliminate that position from the Marketing department. Further, the Board of Directors reduced and then eliminated all Board of Directors fees until Company financial conditions improve. These additional expense reductions were expected to save approximately $46,000 per month beginning in April 2011 or $552,000 on an annual basis. For the three and six month periods ended March 31, 2012 the Company achieved the savings that were anticipated from the cost cutting measures implemented in April 2011.

On December 30, 2011, Management entered into two unsecured convertible loan agreements and an additional revolving line of credit that may provide approximately $1,179,000 of liquidity to meet on going working capital requirements. One agreement is with a current shareholder and the others are with an outside investor as discussed in Note 4. The accompanying consolidated financial statements include the proceeds from the Roundball Convertible Loan Agreement of approximately $504,000 including the conversion of approximately $233,439 into Class A Common Shares of the Company and $37,000 from the sale of 20,000 Class B Common Shares. Proceeds from the Aplin Family Trust Convertible Loan Agreement of approximately $208,591 are also included in the accompanying consolidated financial statements. In addition, the Company was able to negotiate an extension until April 2013 of a $250,000 unsecured line of credit from one of the Company's major shareholders.

Management has determined that in light of the investments described below a more aggressive plan to increase sales is warranted. The short-term plan includes a limited increase in personnel and small increase in the compensation of existing personnel. These changes are intended to accelerate both the introduction of new products and to enhance the sales of existing products through improved market presence and promotion.

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

Results of Operations, Second Quarter (January 1, 2012 through March 31, 2012)
Fiscal 2012 Compared to Second Quarter Fiscal 2011
-----------------------------------------------------------------------------------------

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 $352,372 and $290,966 for the second quarter of fiscal 2012 and fiscal 2011, respectively and $730,375 and $534,772 for the first six months of fiscal 2012 and fiscal 2011, respectively. The increased sales volume was primarily due to the receipt of increased orders for the military.

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 $826,166 and $1,021,930 for the second quarter of fiscal 2012 and fiscal 2011, respectively, and $1,629,664 and $1,890,767 for the first six months of fiscal 2012 and fiscal 2011, respectively.The reduced sales volume was largely due to reduced sales of emissions related products.

Results of Operations

Product sales for the quarter ended March 31, 2012 were $1,069,951 versus $1,194,952 for the quarter ended March 31, 2011. The 10% decrease in product sales during the current quarter of approximately $125,000 was volume related due primarily to decreased sales of automotive diagnostic products of approximately $194,000. Sales of emission products deceased by approximately $254,000, offset in part by an increase in OEM and aftermarket sales of approximately $54,000 and $6,000 respectively. In addition, sales of indicator products increased by approximately $69,000. Management continues to be concerned about the current economic conditions in the markets the Company serves. Although the current economic uncertainties make forecasting difficult, product sales are expected to increase slightly during the remainder of fiscal 2012.

Service sales for the quarter ended March 31, 2012 were $108,587 versus $117,944 for the quarter ended March 31, 2011. 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 2012 was $710,841 (66.4% of product sales) as compared to $684,437 (57.3% of product sales) in the second quarter of fiscal 2011. The dollar and percentage increase in the cost of product sold was due to a change in product mix. The change in mix was largely reduced sales of emissions products and certain higher priced aftermarket products. Management's strategy of developing lower priced higher volume aftermarket products was developed in 2010 in response to a recognition that this was likely to occur due to economic and market conditions. The current cost of product sold percentage is expected to decrease moderately 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 2012 was $65,016 (59.9% of service sales) as compared to $75,734 (64.2% of service sales) in the second quarter of fiscal 2011. 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 $248,493 in the second quarter of fiscal 2012 (23.2% of product sales) as compared to $266,668 (22.3% of product sales) in the second quarter of fiscal 2011. The dollar decrease was due primarily to a decrease in labor costs of approximately $20,000. The current level of product development expenses is expected to increase slightly for the balance of the fiscal year due to a plan to add a resource and small wage increases effective in February 2012 for existing employees. The Company 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 $385,635 (32.7% of total sales) in the second quarter of 2012 versus $501,859 (38.2% of total sales) for the same period a year ago. Marketing expenses were approximately $156,000 in the second quarter of fiscal 2012 versus $222,000 for the same period a year ago. Within marketing expenses, labor costs, royalty expense, travel expenses and credit and collection expenses decreased by approximately $28,000, $19,000, $11,000 and $6,000 respectively. These decreases were offset in part by an increase in advertising expenses and outside consulting expenses of approximately $2,000 and $2,000 respectively. Administrative expenses were approximately $230,000 in the second quarter of fiscal 2012 versus $280,000 for the same period a year ago. The current quarter benefited from a decrease in labor costs, professional fees and directors fees of approximately $31,000, $8,000 and $7,000 respectively. The current level of marketing and administrative expenses are expected to increase slightly for the balance of the fiscal year due to the addition of a marketing resource, additional promotion, and a small wage increase for existing employees. These increases became effective in February and March of the current fiscal year.

During the second quarter of fiscal 2012 interest expense was $1,566 which compares to $0 in the second quarter of fiscal 2011. The Company did not have a credit facility in place during the first six months of fiscal 2011. Effective April 13, 2011 the Company obtained a limited unsecured line of credit. Interest expense is expected to decrease during the remainder of the fiscal year.

Other income was $8,232 in the second quarter of fiscal 2012 which compares with $2,121 in the second quarter of fiscal 2011. Other income consists primarily of interest income on cash and cash equivalents invested and the proceeds from the sale of scrap metal shavings. The increase 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 $2,400 during the current quarter.

Income taxes in the second quarter of fiscal 2012 was $0 which compares with income taxes of $0 in the second quarter of fiscal 2011. In the second quarter of fiscal 2012 and 2011 a recovery of income taxes was calculated at an effective tax rate of 37% offset by an increase in the valuation allowance netting to $0.

The net loss in the second quarter of fiscal 2012 was $224,781 which compares with a net loss of $213,681 in the second quarter of fiscal 2011. The net loss in fiscal 2012 and fiscal 2011 was primarily the result of low sales volumes.

Unshippped customer orders as of March 31, 2012 were $649,000 versus $723,000 at March 31, 2011. The decrease was due to decreased orders in automotive diagnostic products of approximately $234,000, specifically $122,000 for diagnostic products to automotive OEM's and orders to the aftermarket which includes emissions products of approximately $112,000. In addition, indicator products increased by approximately $160,000. The Company anticipates that most of the current backlog will be shipped in the last half of fiscal 2012.

Results of Operations, Six Months Ended March 31, 2012
Compared to Six Months Ended March 31, 2011

Product sales for the six months ended March 31, 2012 were $2,180,691 versus $2,207,009 for the same period in fiscal 2011. The decrease in product sales during the first six months of the current fiscal year of approximately $26,000 was volume related due primarily to decreased sales of automotive diagnostic products, primarily, emission aftermarket products and non-emmision aftermarket testing products of approximately $220,000 and $32,000 respectively. Sales of diagnostic testing products to OEM's increased by approximately $21,000. In addition, sales of indicator products increased by approximately $205,000. Management anticipates product sales for the third and fourth quarter to increase slightly.

Service sales for the six months ended March 31, 2012 were $179,348 compared with $218,530 for the same period in fiscal 2011. 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 $1,439,946 or (66.0% of product sales) compared to $1,296,734 (58.8% of product sales) for the six months ended March 31, 2011. The dollar and percentage increase in the cost of product sold was due primarily to a lower sales volume, lower plant utilization and a change in product mix. The change in mix was largely reduced sales of emissions products and certain higher priced aftermarket products. Management's strategy of developing lower priced higher volume aftermarket products was developed in 2010 in response to a recognition that this was likely to occur due to economic and market conditions. The current cost of product sold percentage is expected to decrease moderately for the balance of the fiscal year due to an anticipated change in product mix.

Cost of service sold was $124,700 (69.5% of service sales) compared with $153,462 (70.2% of service sales) for the six months ended March 31, 2011. The dollar and percentage increase was due primarily to a lower sales volume. The cost of services sold percentage is expected to continue for the balance of the fiscal year.

Product development expenses were $473,230 (21.7% of product sales) compared to $522,002 (23.7% of product sales) for the six months ended March 31, 2011. The percentage and dollar decrease was due primarily to lower engineering expenses. During the current six month period labor costs and research and experimental material declined by approximately $49,000 and $3,000 respectively. The current level of product development expenditures is expected to increase slightly for the balance of the fiscal year due to a plan to add a resource and small wage increases for existing employees. 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 $735,276 for the six months ended March 31, 2012 (31.2% of total sales) versus $989,006 (40.8% of total sales) for the six months ended March 31, 2011. The dollar and percentage decrease was primarily due to the cost reductions implemented in fiscal 2011. Marketing expenses were approximately $282,000 during the first six months of the current fiscal year as compared to $416,000 for the same period a year ago. Within marketing expenses, decreases were primarily in labor costs, travel expenses, royalties, credit and collection expense, advertising expense, commissions and promotion of approximately $58,000, $26,000, $13,000, $8,000, $7,000, $6,000 and $2,000 respectively. Administrative expenses were approximately $454,000 during the first six months of the current fiscal year as compared to $573,000 for the same period a year ago. The dollar decrease was due primarily to decreases in labor costs, directors fees and professional fees of approximately $77,000, $19,000 and $15,000 respectively. The current level of marketing and administrative expenses are expected to increase slightly for the remainder of the fiscal year due to the planned addition of a marketing resource, additional promotion and the small wage increase for existing employees.

Interest expense was $5,561 for the six months ended March 31, 2012, and $0 for the same period in 2011. The increase in interest charges in the current six month period compared to a year ago was due primarily to borrowings on the revolving loan facility during the current year. During the prior year there was no loan facility. The current level of interest expense is expected to decrease for the third and fourth quarters of the year due to no anticipated borrowing requirements.

Other income of $10,753 for the six months ended March 31, 2012 compares with other income of $4,002 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 increase 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 current period. The current level of other income is expected to decrease for the remainder of fiscal 2012.

Income taxes during the first six months of fiscal 2012 was $0 which compares with income taxes of $0 in the first six months of fiscal 2011. In fiscal 2012 and 2011 a recovery of income taxes was calculated at an effective tax rate of 37% offset by an increase in the valuation allowance netting to $0.

The net loss for the six months ended March 31, 2012 was $407,921 compared with a net loss of $561,663 for the six months ended March 31, 2011. The net loss for the first half of fiscal 2012 was primarily the result of lower margins due to product mix, pricing pressure a lower sales volume and that the 2010 management strategic plan has not had sufficient time to be fully effective offset in part by the cost reduction measures.

Management took several steps to reduce direct and non-direct product related expenses throughout the Company in response to the economic downturn and the uncertainty in the markets the Company serves. The steps included a substantial reduction in personnel, wage reductions for all personnel and expenditure restrictions in most aspects of the Company's operations in 2008 and 2009. Management implemented additional expense reductions that were effective March 1, 2011 in the form of a substantial reduction in personnel and a wage reduction for the CEO. In addition, the Board of Directors reduced and then eliminated all Board of Directors fees until Company financial conditions improve. A senior OEM sales executive resigned in mid-March and management decided to eliminate that position from the Marketing department. Management continues to believe its strategy to improve revenue and profitability will aid results during fiscal 2012.

The savings from the above cost cutting measures have been realized, as expected, in equal amounts per month with similar impact on both future earnings and cash flows.

Liquidity and Capital Resources

Total current assets were $3,063,976, $3,016,871 and $2,916,634 at March 31, 2012, September 30, 2011 and March 31, 2011, respectively. The increase of approximately $147,000 from March to March was due primarily to the increase in cash and cash equivalents, accounts receivable and notes receivable of approximately $389,000, $56,000 and $2,000 respectively, offset in part by a decrease in inventory and prepaid expenses of approximately $287,000 and $13,000 respectively. The increase in cash and cash equivalents was due primarily to the issuance of convertible promissory notes in December 2011. The decrease in inventory was due primarily to a higher obsolescence reserve level during the period. The increase from September to March of approximately $47,000 was due primarily to the increase in cash and cash equivalents of approximately $380,000, offset in part by a decrease in accounts receivable and inventory of approximately $211,000 and $139,000 respectively. The increase in cash and cash equivalents was due primarily to the issuance of convertible promissory notes in December 2011. The decrease in accounts receivable was due to a decrease in sales during the current quarter.

Working capital as of March 31, 2012 amounted to $2,073,066 as compared with $2,273,599 a year earlier. Current assets were 3.1 times current liabilities compared to 4.5 a year ago. The quick ratio was 1.2 compared to 1.1 a year ago.

Internally generated funds during the six months ended March 31, 2012 were a negative $38,159. Capital expenditures during the period were $21,093. The primary reason for the negative cash flow from operations was the net loss during the period. The Company does not anticipate any material capital expenditures during fiscal 2012. 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 2012.

Shareholders' equity during the six months ended March 31, 2012 decreased by $165,570 which was the net loss during the period of $407,921, the issue cost of Convertible Promissory Notes of $34,235, the sale of Class A Conversion shares of $233,438, the sale of Class B Common shares of $37,000 and $6,148 of share-based compensation expense.

During fiscal 2012 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 2012 there will be a negative but temporary impact on liquidity. The Company has reduced 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, 2011.

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 risk is exposure related to interest rate risk. The Company's only debt subject to interest rate risk is its revolving credit facility, which is subject to a variable rate of interest based on the prime commercial rate. The current outstanding balance on this revolving credit facility is $0. As a result, the Company believes that the market risk relating to interest rate movements is minimal.

Item 4. Controls and Procedures.

As of March 31, 2012, 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, 2012 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, 2012 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 2011. 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.

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, 2012	/s/ R. L. Bauman
	R. L. Bauman, Chief Executive Officer, President, and Treasurer
Date: May 14, 2012	/s/ G. M. Zoloty
	G. M. Zoloty, Chief Financial Officer

EX-11

  FORM 10-Q

EXHIBIT 11

HICKOK INCORPORATED
CONSOLIDATED STATEMENT OF COMPUTATION OF EARNINGS
PER COMMON SHARE AND COMMON SHARE EQUIVALENTS

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

	2012	2011	2012	2011
NET INCOME
Net Income <loss> applicable to common shares for basic earnings per share	$<224,781>	$<213,681>	$<407,921>	$<531,663>
Net Income <loss> applicable to common shares for diluted earnings per share	$<224,781>	$<213,681>	$<407,921>	$<531,663>
SHARES OUTSTANDING
Weighted average shares for basic earnings per share	1,394,278	1,248,095	1,322,385	1,248,095
Net effect of dilutive stock options – based on the treasury stock method using year-end market price, if higher than average market price	-*	-*	-*	-*
Total shares for diluted earnings per share	1,394,278	1,248,095	1,322,385	1,248,095
Basic Earnings Per Common Share	$<.16>	$<.17>	$<.31>	$<.42>
Diluted Earnings Per Common Share	$<.16>	$<.17>	$<.31>	$<.42>

* Net effect of stock options was antidilutive for the period.
 
 
 
 
 
 
 
 
 

EX-31

Form 10-Q

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Robert L. Bauman, certify that:

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

2. Based on my knowledge, this 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 report;
    

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
   
   b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
   c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
   d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
   
   

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

May 14, 2012

EX-31

Form 10-Q

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Gregory M. Zoloty, certify that:

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

2. Based on my knowledge, this 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 report;
    

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
   
   b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
   c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
   d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
   
   

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:

/s/ G. M. Zoloty

G. M. Zoloty

Senior Vice President, Finance
and Chief Financial Officer

May 14, 2012

EX-32

Form 10-Q

Exhibit 32.1

CERTIFICATION PURSUANT TO

18U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hickok Incorporated (the "Company") on form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Bauman, Chief Executive Officer of the Company, certify, pursuant to 18U.S.C.section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

May 14, 2012

EX-32

Form 10-Q

Exhibit 32.2

CERTIFICATION PURSUANT TO

18U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hickok Incorporated (the "Company") on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory M. Zoloty, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ G. M. Zoloty

G. M. Zoloty

Chief Financial Officer

May 14, 2012

XML

Note 4 - Convertible Notes Payable

6 Months Ended

Mar. 31, 2012

Debt Disclosure [Text Block]

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 $466,879.87 and a convertible note to the Aplin Family Trust in the amount of $208,591.20. In addition, Roundball, LLC shall have the right to cause the Company to borrow up to an additional $466,879.88 from Roundball, LLC. The notes are unsecured, bear interest at a rate of 0.20% per annum and will mature on December 30, 2012.

The notes may be converted 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 has the option to convert the notes at the expiration date, if the investors have not during the course of the agreement. On December 30, 2011, Roundball converted $233,438.55 into Class A Common Shares of the Company.

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.

XML

Note 3 - Notes receivable

6 Months Ended

Mar. 31, 2012

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

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.

XML

Consolidated Income Statements (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011
Net Sales
Product Sales	$ 1,069,951	$ 1,194,952	$ 2,180,691	$ 2,207,009
Service Sales	108,587	117,944	179,348	218,530
Total Net Sales	1,178,538	1,312,896	2,360,039	2,425,539
Costs and Expenses
Cost of Product Sold	710,841	684,437	1,439,946	1,296,734
Cost of Service Sold	65,016	75,734	124,700	153,462
Product Development	248,493	266,668	473,230	522,002
Marketing and Administrative Expenses	385,635	501,859	735,276	989,006
Interest Charges	1,566		5,561
Other Income	(8,232)	(2,121)	(10,753)	(4,002)
Total Costs and Expenses	1,403,319	1,526,577	2,767,960	2,957,202
Income (Loss) before Provision for Income Taxes	(224,781)	(213,681)	(407,921)	(531,663)
Provision for (Recovery of) Income Taxes
Net Income (Loss) (in Dollars per share)	$ (224,781)	$ (213,681)	$ (407,921)	$ (531,663)
Earnings per Common Share:
Net Income (Loss) per share (in Dollars per share)	$ (0.16)	$ (0.17)	$ (0.31)	$ (0.42)
Dividends per Common Share (in Dollars per share)	$ 0	$ 0	$ 0	$ 0

XML

Note 1 - Basis of Presentation

6 Months Ended

Mar. 31, 2012

Basis of Accounting [Text Block]

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, 2012 are not necessarily indicative of the results that may be expected for the year ended September 30, 2012. 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, 2011.

XML

Note 2 - Inventories

6 Months Ended

Mar. 31, 2012

Inventory Disclosure [Text Block]

2. Inventories

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

	March 31, 2012		September 30, 2011		March 31, 2011
Components	$	1,087,525	$	1,145,278	$	1,281,562
Work-in-Process		508,251		515,885		503,976
Finished Product		229,505		302,780		326,322
	$	1,825,281	$	1,963,943	$	2,111,860

The above amounts are net of reserve for obsolete inventory in the amount of $810,000, $714,000 and $476,181 for the periods ended March 31, 2012, September 30, 2011 and March 31, 2011 respectively.

XML

Consolidated Balance Sheet (Unaudited) (USD $)	Mar. 31, 2012	Sep. 30, 2011	Mar. 31, 2011
Current Assets
Cash and Cash Equivalents	$ 654,713	$ 274,530	$ 266,122
Trade Accounts Receivable-Net	511,656	722,731	455,376
Notes Receivable - Current	2,400	2,400
Inventories	1,825,281	1,963,943	2,111,860
Prepaid Expenses	69,926	53,267	83,276
Total Current Assets	3,063,976	3,016,871	2,916,634
Property, Plant and Equipment
Land	233,479	233,479	233,479
Buildings	1,429,718	1,429,718	1,429,718
Machinery and Equipment	2,340,232	2,336,995	2,338,290
	4,003,429	4,000,192	4,001,487
Less: Allowance for Depreciation	3,657,006	3,613,913	3,559,985
Total Property - Net	346,423	386,279	441,502
Other Assets
Notes Receivable - Long-term	34,000	35,700	39,100
Deposits	1,750	1,750	1,750
Total Other Assets	35,750	37,450	40,850
Total Assets	3,446,149	3,440,600	3,398,986
Convertible Notes Payable	442,032
Trade Accounts Payable	161,200	173,848	227,111
Accrued Payroll & Related Expenses	159,820	142,949	162,890
Accrued Expenses	202,378	205,208	186,891
Accrued Taxes Other Than Income	25,480	47,786	66,143
Total Current Liabilities	990,910	569,791	643,035
Long-Term Financing		250,000
Contributed Capital	1,297,144	1,200,976	1,195,246
Retained Earnings	(236,183)	171,738	312,610
Total Stockholders' Equity	2,455,239	2,620,809	2,755,951
Total Liabilities and Stockholders' Equity	3,446,149	3,440,600	3,398,986
Common Class A [Member]
Other Assets
Class of common stock - value	919,412	793,229	793,229
Common Class B [Member]
Other Assets
Class of common stock - value	$ 474,866	$ 454,866	$ 454,866

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Note 12 - Business Condition and Management Plan

15 Months Ended

Dec. 31, 2012

Going Concern Note

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 resulting lower sales levels reduced the Company's accounts receivable and cash balances until the arrangements described below were consummated that substantially increased the cash availability of the Company. Management revised its strategic plan in late fiscal 2010 and has been executing that Plan since. It continues to believe 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 reverse the revenue trend and increase profitability in fiscal 2012, however, because of the inherent uncertainties there can be no assurance to that effect.

In December of 2008 management took steps to reduce non-direct product related expenses throughout the Company in response to the economic downturn and the uncertainty in the markets the Company serves. The steps included a substantial reduction in personnel, wage reductions for all personnel and expenditure restrictions in most aspects of the Company’s operations. Management took additional steps in April 2009 and April 2011 including additional reductions in personnel and an additional wage reduction for the CEO due to the continued decline in sales to the markets the Company serves. A senior OEM sales executive resigned in March 2011 and management decided to eliminate that position from the Marketing department. Further, the Board of Directors reduced and then eliminated all Board of Directors fees until Company financial conditions improve. These additional expense reductions were expected to save approximately $46,000 per month beginning in April 2011 or $552,000 on an annual basis. For the three and six month periods ended March 31, 2012 the Company achieved the savings that were anticipated from the cost cutting measures implemented in April 2011.

On December 30, 2011, Management entered into two unsecured convertible loan agreements and an additional revolving line of credit that may provide approximately $1,179,000 of liquidity to meet on going working capital requirements. One agreement is with a current shareholder and the others are with an outside investor as discussed in Note 4. The accompanying consolidated financial statements include the proceeds from the Roundball Convertible Loan Agreement of approximately $504,000 including the conversion of approximately $233,439 into Class A Common Shares of the Company and $37,000 from the sale of 20,000 Class B Common Shares. Proceeds from the Aplin Family Trust Convertible Loan Agreement of approximately $208,591 are also included in the accompanying consolidated financial statements. In addition, the Company was able to negotiate an extension until April 2013 of a $250,000 unsecured line of credit from one of the Company's major shareholders.

Management has determined that in light of the investments described below a more aggressive plan to increase sales is warranted. The short-term plan includes a limited increase in personnel and small increase in the compensation of existing personnel. These changes are intended to accelerate both the introduction of new products and to enhance the sales of existing products through improved market presence and promotion.

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Document And Entity Information	6 Months Ended
	Mar. 31, 2012	May 09, 2012 Common Class A [Member]	May 09, 2012 Common Class B [Member]
Entity Registrant Name	HICKOK INC
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		919,412	474,866
Amendment Flag	false
Entity Central Index Key	0000047307
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Consolidated Balance Sheet (Unaudited) (Parentheticals) (USD $)	Mar. 31, 2012	Sep. 30, 2011	Mar. 31, 2011
Common Class A [Member]
Class of common stock - par value (in Dollars per share)	$ 1.00	$ 1.00	$ 1.00
Class of common stock - shares authorized	3,750,000	3,750,000	3,750,000
Class of common stock - shares outstanding	919,412	793,229	793,229
Class of common stock - excluding shares in treasury	15,795	15,795	15,795
Common Class B [Member]
Class of common stock - par value (in Dollars per share)	$ 1.00	$ 1.00	$ 1.00
Class of common stock - shares authorized	1,000,000	1,000,000	1,000,000
Class of common stock - shares outstanding	474,866	454,866	454,866
Class of common stock - excluding shares in treasury	667	20,667	20,667

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Note 7 - Recently Issued Accounting Pronouncements

3 Months Ended

Dec. 31, 2011

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

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.

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Note 6 - Capital Stock, Treasury Stock, Contributed Capital and Stock Options

6 Months Ended

Mar. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

6. 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. Under the Employee Plans there are no options currently available for grant and there are no options outstanding at March 31, 2012. Options for 26,850 Class A shares were outstanding at September 30, 2011 and 27,650 shares at March 31, 2011 at prices ranging from $3.125 to $3.55. Options for 26,850 shares at $3.55 per share expired during the three month period ended March 31, 2012. In addition, options for 13,850 shares at a price of $3.125 per share expired during the three month period ended December 31, 2010. No other options were granted, exercised, canceled or expired during the three or six month periods presented under the Employee Plans.

The Company's Outside Directors Stock Option Plans (collectively the "Directors Plans"), have provided for the automatic grant of options to purchase up to 42,000 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 42,000 Class A shares were outstanding at March 31, 2012 (38,000 shares at September 30, 2011 and 46,000 shares at March 31, 2011) at prices ranging from $2.925 to $11.00 per share. Options for 7,000 and 5,000 shares were granted under the Directors Plans during each of the three month periods ended March 31, 2012 and March 31, 2011, at a price of $2.925 per share. In addition, options for 3,000 shares expired during the three month periods ended March 31, 2012 and March 31, 2011 at $3.55 and $4.25 per share respectively. All outstanding options under the 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 Employee Plans and the Directors Plans at March 31, 2012:

Employee Plans		Outstanding Stock Options Exercisable		Weighted Average Share Price		Weighted Average Remaining Life
Range of exercise prices:
$	-		-	$	-		-
			-	$	-

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		23,000	$	3.43		7.0		12,667	$	3.84
$	6.00 - 7.25		11,000	$	6.46		5.0		9,333	$	6.55
$	10.50 - 11.00		8,000	$	10.75		5.5		8,000	$	10.75
			42,000	$	5.62				30,000	$	6.52

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, 2012 and 2011 respectively $3,283 and $2,865; $6,148 and $6,885 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, 2012 and 2011 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.

Unissued shares of Class A common stock (1,008,170 shares) are reserved for the share-for-share conversion rights of the Class B common stock, stock options under the Directors Plans and conversion rights of the Convertible Promissory Notes.

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Note 10 - Commitments and Contingencies

3 Months Ended

Dec. 31, 2011

Commitments and Contingencies Disclosure [Text Block]

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.

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Note 8 - Earnings per Common Share

6 Months Ended

Mar. 31, 2012

Earnings Per Share [Text Block]

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,
	2012			2011			2012			2011
Basic Income (Loss) per Share
Income (Loss) available to common stockholders	$	(224,781	)	$	(213,681	)	$	(407,921	)	$	(531,663	)
Shares denominator		1,394,278			1,248,095			1,322,385			1,248,095
Per share amount	$	(.16	)	$	(.17	)	$	(.31	)	$	(.42	)
Effect of Dilutive Securities
Average shares outstanding		1,394,278			1,248,095			1,322,385			1,248,095
Stock options		-			-			-			-
		1,394,278			1,248,095			1,322,385			1,248,095
Diluted Income (Loss) per Share
Income (Loss) available to common stockholders	$	(224,781	)	$	(213,681	)	$	(407,921	)	$	(531,663	)
Per share amount	$	(.16	)	$	(.17	)	$	(.31	)	$	(.42	)

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 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.

During the second quarter and the first six month period of fiscal 2011, options to purchase 73,650 shares of common stock, 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 shares.

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Note 9 - Segment and Related Information

6 Months Ended

Mar. 31, 2012

Segment Reporting Disclosure [Text Block]

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,
	2012			2011			2012			2011
Net Sales
Indicators and Gauges	$	352,372		$	290,966		$	730,375		$	534,772
Automotive Diagnostic Tools and Equipment		826,166			1,021,930			1,629,664			1,890,767
	$	1,178,538		$	1,312,896		$	2,360,039		$	2,425,539
Income (Loss) before provision for Income Taxes
Indicators and Gauges	$	44,125		$	8,297		$	101,590		$	(10,463	)
Automotive Diagnostic Tools and Equipment		(45,700	)		55,598			(60,956	)		47,887
General Corporate Expenses		(223,206	)		(277,576	)		(448,555	)		(569,087	)
	$	(224,781	)	$	(213,681	)	$	(407,921	)	$	(531,663	)
Asset Information
Indicators and Gauges							$	759,865		$	649,189
Automotive Diagnostic Tools and Equipment								1,575,177			1,912,390
Corporate								1,111,107			837,407
							$	3,446,149		$	3,398,986
Geographical Information
Included in the consolidated financial statements are the following amounts related to geographical locations:
Revenue:
United States	$	1,143,642		$	1,272,382		$	2,256,275		$	2,308,507
Australia		23,556			1,089			35,609			26,945
Canada		-			29,345			13,752			67,180
Mexico		10,080			10,080			20,160			16,800
Taiwan		1,260			-			33,665			-
Other foreign countries		-			-			578			6,107
	$	1,178,538		$	1,312,896		$	2,360,039		$	2,425,539

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

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Note 11 - Subsequent Events

6 Months Ended

Mar. 31, 2012

Subsequent Events [Text Block]

11. Subsequent Events

The Company has evaluated subsequent events through May 9, 2012, 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.

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Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash Flows from Operating Activities:
Cash received from customers	$ 2,571,114	$ 2,320,549
Cash paid to suppliers and employees	(2,603,182)	(2,783,153)
Interest paid	(6,641)
Interest received	550	474
Income taxes (paid) refunded
Net Cash Provided By (Used In) Operating Activities	(38,159)	(462,130)
Cash Flows from Investing Activities:
Capital expenditures	(21,093)	(1,295)
Payments received (advances) on notes receivable	1,700	(39,100)
Proceeds on sale of assets	9,500
Net Cash Provided By (Used In) Investing Activities	(9,893)	(40,395)
Cash Flows from Financing Activities:
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	428,235
Net increase (decrease) in cash and cash equivalents	380,183	(502,525)
Cash and cash equivalents at beginning of year	274,530	768,647
Cash and cash equivalents at end of second quarter	654,713	266,122
Reconciliation of Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities:
Net Income (Loss)	(407,921)	(531,663)
Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities:
Depreciation	54,997	54,996
Share-based compensation expense	6,148	6,885
Gain on disposal of assets	(3,548)
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable	211,075	(104,990)
Decrease (Increase) in inventories	138,662	11,112
Decrease (Increase) in prepaid expenses	(16,659)	(12,853)
Increase (Decrease) in accounts payable	(12,648)	44,075
Increase (Decrease) in accrued payroll and related expenses	16,871	13,089
Increase (Decrease) in accrued expenses and accrued taxes other than income	(25,136)	57,219
Total Adjustments	369,762	69,533
Net Cash Provided By (Used In) Operating Activities	(38,159)	(462,130)
Supplemental Schedule of Non-Cash Financing Activities:
Conversion of convertible notes payable to Class A shares	$ 233,438

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Note 5 - Long-term Financing

6 Months Ended

Mar. 31, 2012

Long-term Debt [Text Block]

5. Long-term Financing

The Company has a credit agreement of $250,000 with one of its major shareholders who is also an employee of the Company. The agreement was to expire in April 2012 but was modified on January 9, 2012 to extend the maturity date to April 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 April 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 generally equal to three percent per annum plus prime and is unsecured. In addition, the agreement generally allows for borrowing based on an amount equal to eighty percent of eligible accounts receivables or $250,000.

The Company repaid the outstanding balance of $250,000 on the Revolving Credit Agreement with Robert L. Bauman on February 1, 2012. The Company had no outstanding borrowings under this loan facility at March 31, 2012.