8-K/A

UNITED STATES
SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, DC 20549


FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)      July 1, 2016                                                  

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

                 Ohio              
(State or other jurisdiction
of incorporation)
                 0-147                
(Commission
File Number)
         34-0288470      
(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                                              


                                                      Not applicable                                                                                   

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On July 1, 2016, Hickok Incorporated (the "Company" or "Hickok") completed its acquisition of Federal Hose Manufacturing LLC ("Federal Hose") pursuant to an Agreement and Plan of Merger with First Francis Company Inc., an Ohio corporation and owner of Federal Hose ("First Francis"), Federal Hose, and Mr. Edward Crawford and Mr. Matthew Crawford, each of whom are the shareholders of First Francis.

This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on July 7, 2016 (the "Original Report"), solely to provide additional disclosures required by Item 9.01 of the Form 8-K that were not previously filed with the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The unaudited financial statements of the operations of Federal Hose Business for period ended June 30, 2016 are filed as Exhibit 99.1 to this Form 8-K/A.

The additional financial statements of the operations of Federal Hose Business required by this item were previously filed and incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A filed with the SEC on May 9, 2016.

b) Pro Forma Financial Information.

  The following unaudited pro forma financial information is filed as Exhibit 99.2 to this Form 8-K/A:

   ·     Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2016;

   ·     Unaudited Pro Forma Consolidated Statement of Income for the nine months ended June 30, 2016;

The additional unaudited pro forma financial information required by this item was previously filed and incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A filed with the SEC on May 9, 2016. 

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Unaudited Financial Statements of the operations of Federal Hose Business for the period ended June 30, 2016
99.2	Unaudited Pro Forma Information for the period ended June 30, 2016

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 hereunto duly authorized.

	HICKOK INCORPORATED
Date: September 16, 2016	/s/ Gregory M. Zoloty
	Name: Gregory M. Zoloty
	Its: Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibits
99.1	Unaudited Financial Statements of the operations of Federal Hose Business for the period ended June 30, 2016
99.2	Unaudited Pro Forma Information for the period ended June 30, 2016

EX-99

  Exhibit 99.1

STATEMENT OF INCOME

OPERATIONS OF FEDERAL HOSE
  (Unaudited)

	Three Months ended June 30, 2016	Six Months ended June 30, 2016	Three Months ended June 30, 2015	Six Months ended June 30, 2015
Net Sales	$1,793,001	$3,491,863	$2,034,454	$4,248,472
Cost of Sales	1,354,924	2,676,140	1,550,915	3,095,028
Gross Profit	438,077	815,723	483,539	1,153,444
Corporate management fees	60,000	120,000	60,000	120,000
Selling, general and  administrative expenses	244,813	481,848	158,225	332,391
	304,813	601,848	218,225	452,391
Net Income	$133,264	$213,875	$265,314	701,053

BALANCE SHEET

OPERATIONS OF FEDERAL HOSE
(UNAUDITED)

   
 

	June 30,   2016  (Unaudited)	June 30,    2015   (Unaudited)
Assets
Current Assets
Petty Cash	$201	$201
Cash and Cash Equivalents	56,307	-
Trade Accounts Receivable - Net	834,720	885,383
Inventories	1,590,623	2,093,375
Prepaid Expenses	9,909	6,994
Total Current Assets	2,491,760	2,985,953
Property, Plant and Equipment	779,672	750,030
Less: Allowance for Depreciation	471,471	458,464
Total Property - Net	308,201	291,566
Other Assets
Interdivisional Advances	690,935	4,583,170
Total Other Assets	690,935	4,583,170
Total Assets	$3,490,896	$7,860,689
Liabilities and Equity
Current Liabilities
Trade Accounts Payable	$475,513	$791,745
Accrued Expenses	130,217	129,920
Total Current Liabilities	605,730	921,665
Equity
Retained Earnings	2,885,166	6,939,024
Total Liabilities and Equity	$3,490,896	$7,860,689

STATEMENT OF RETAINED EARNINGS

OPERATIONS OF FEDERAL HOSE
  (Unaudited)

	Three Months ended June 30, 2016	Six Months ended June 30, 2016	Three Months ended June 30, 2015	Six Months ended June 30, 2015
Retained Earnings - Beginning	$2,751,902	$2,871,291	$6,673,710	$6,531,971
Net income	133,264	213,875	265,314	701,053
Distributions	-	(200,000)	-	(294,000)
Retained Earnings - Ending	$2,885,166	$2,885,166	$6,939,024	$6,939,024

 

EX-99

Exhibit 99.2

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

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

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

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

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HICKOK INCORPORATED and SUBSIDIARIES
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET

ASSETS

		Hickok Incorporated 6/30/2016 Unaudited	Operations of Federal Hose Business 6/30/2016 Actual	Pro Forma Adjustments		Combined
CURRENT ASSETS:
Cash and cash equivalents		$256,051	$30,097	$-		$286,148
Accounts receivable-less allowance for		793,935	834,720
	doubtful accounts of $11,640 (Hickok)			-		1,628,655
Inventories-less allowance for obsolete		1,948,674	1,755,879
	inventory of $199,987 (Hickok)			-		3,704,553
Deferred income taxes-less valuation
	allowance of $142,100	-	-	-	(d)	-
Prepaid expenses		53,163	9,909	-		63,072
Total Current Assets		3,051,823	2,630,605	-		5,682,428
PROPERTY, PLANT AND EQUIPMENT:
Land		233,479	-	-		233,479
Buildings		1,440,138	309,221	(309,221)	(a)	1,440,138
Machinery and equipment		2,608,104	470,451	298,549	(a)	3,377,104
		4,281,721	779,672	(10,672)		5,050,721
Less accumulated depreciation		3,741,437	471,471	(471,471)	(a)	3,741,437
		540,284	308,201	460,799		1,309,284
OTHER ASSETS:
Deferred income taxes-less valuation
	allowance of $4,106,800	-	-	-	(d)	-
Notes receivable-long-term		4,100	-	-		4,100
Customer list		-	-	1,280,000	(a)	1,280,000
Goodwill		-	-	1,777,656	(a)	1,777,656
Deposits		750	-	-		750
		4,850	-	3,057,656		3,062,506
Total Assets		$3,596,957	$2,938,806	$3,518,455		$10,054,218

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LIABILITIES AND STOCKHOLDERS' EQUITY

	Hickok Incorporated 6/30/2016 Unaudited	Operations of Federal Hose Business 6/30/2016   Actual	Pro Forma Adjustments		Combined
CURRENT LIABILITIES:
Short-term financing - related party	$250,000	$-	$-		$250,000
Convertible notes payable - related party	200,000	-	-		200,000
Lease payable	54,627	-	-		54,627
Accounts payable	190,718	475,513	-		666,231
Note payable - related party	-	-	229,959	(a)	229,959
Note payable - related party	-	-	166,116	(a)	166,116
Accrued payroll and related expenses	132,707	-	-		132,707
Accrued expenses	472,268	130,217	-		602,485
Accrued taxes other than income	27,211	-	-		27,211
Total Current Liabilities	1,327,531	605,730	396,075		2,329,336
LONG-TERM LIABILITIES:
Lease payable	151,964	-	-		151,964
Note payable - related party	-	-	2,538,703	(a)	2,538,703
Note payable - related party	-	-	1,833,884	(a)	1,833,884
Total Long-term Liabilities	151,964	-	4,372,587		4,524,551
STOCKHOLDERS' EQUITY:
Common shares - no par value
Class A 10,000,000 share authorized,    1,179,144 shares issued (Hickok); 911,250    shares issued (Pro forma)	1,261,188	-	847,463	(a) (f)	2,108,651
Class B 2,500,000 convertible shares    authorized, 475,533 shares issued    (Hickok);303,750 shares issued (Pro forma)	474,866	-	235,406	(a) (f)	710,272
Preferred 1,000,000 shares authorized,    no shares outstanding	-	-	-		-
Contributed capital	1,741,901	-	-		1,741,901
Treasury shares - 15,795
Class A shares and 667
Class B shares	(253,341)	-	-		(253,341)
Retained earnings	(1,107,152)	2,333,076	(2,333,076)	(i)	(1,107,152)
Total Stockholders' Equity	2,117,462	2,333,076	(1,250,207)		3,200,331
Total Liabilities and Stockholders' Equity	$3,596,957	$2,938,806	$3,518,455		$10,054,218
(a)Record the purchase of assets and liabilities assumed from the Operations of Federal Hose Business along with the issuance of notes payable and Class A and Class B common shares per the merger agreement. Difference recorded as goodwill and other intangibles.			<
Federal Hose:
Consideration	Shares	Price
Common stock Class A	911,250	$0.93	$847,463
Common stock Class B	303,750	$0.78	235,406
Note payable			2,768,662
Note payable - working capital			2,000,000
Total "Cash Equivalent" Equity & debt			5,851,531
Assumed liabilities			605,730
Total Consideration			6,457,261
Assets
Current assets			$2,630,605
Fixed assets			769,000
Customer list			1,280,000
Goodwill			1,777,656
Liabilities
Current liabilities			(605,730)
			$5,851,531
(b)To eliminate management fee - not part of purchase.			(180,000)
(c)To eliminate acquisition costs of transaction.			(225,000)
(d)Hickok Incorporated has historically had a 100% tax valuation allowance. The pro forma information does not reanalyze the valuation allowance. Assumes no provision for income taxes, as the net operating losses are assumed to be utilized.			-
(e)These pro forma financial statements do not include interest expense on notes payable issued as part of the transaction. Principal and interest payments will not begin until 2017. Both notes are at a 4% interest rate.			-
(f)Based on the share price per valuation report obtained from third party valuation specialist dated July 1, 2016.			-
(g)To amortize the Customer list intangible over 11 years straight-line.			87,000
(h)To record depreciation based on step-up basis of fixed assets acquired.			69,000
(i)Eliminate retained earnings from the Operations of Federal Hose Business.			(2,333,076)

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

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

		Hickok Incorporated Unaudited	Operations of Federal Hose Business Actual (1)	Pro Forma Adjustments		Combined
NET SALES:
Product sales		$3,770,950	$5,984,808	$-		$9,755,758
Service sales		182,790	-	-		182,790
	Total Net Sales	3,953,740	5,984,808	-		9,938,548
COSTS AND EXPENSES:
Cost of product sold		2,081,508	4,339,093	-		6,420,601
Cost of services sold		122,987	-	-		122,987
Product development		777,889	-	-		777,889
Marketing and administrative expenses		1,488,461	818,976	(180,000) (225,000) 87,000 69,000	(b) (c) (g) (h)	2,058,437
Interest charges		8,179	-	-	(e)	8,179
Other income		(5,556)	-	-		(5,556)
Total Costs and Expenses		4,473,468	5,158,069	(249,000)		9,382,537
	Income (Loss) before Provision for Income Taxes	(519,728)	826,739	249,000		556,011
Provision For Income Taxes:
Current		-	-	-		-
Deferred		-	-	-		-
		-	-	-	(f)	-
	Net Income (Loss)	$(519,728)	$826,739	$249,000		$556,011
	NET Income (LOSS) PER COMMON SHARE - BASIC	$(.32)	$-	$-		$.19
	NET Income (LOSS) PER COMMON SHARE - DILUTED	$(.32)	$-	$-		$.19
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING		1,638,215	-	1,215,000		2,853,215

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

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