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 JULY 31, 1995
OR
( )TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4604
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0341002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
(Address of principal executive offices) (Zip Code)
(305) 987-6101
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's common stock, $.01 par value,
is 2,538,955 shares as of August 31, 1995.
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HEICO CORPORATION
INDEX
Page No.
Part I. Financial information:
Consolidated Condensed Balance Sheets as of
July 31, 1995 and October 31, 1994............................. 3
Consolidated Condensed Statements of Operations for the
nine and three months ended July 31, 1995 and 1994............. 4
Consolidated Condensed Statements of Cash Flows for the
nine months ended July 31, 1995 and 1994....................... 5
Notes to Consolidated Condensed Financial Statements............. 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 8
Part II. Other Information:
Item 1. Legal Proceedings....................................... 12
Item 5. Other Matters........................................... 12
Item 6. Exhibits and Reports on Form 8-K........................ 13
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PART I. FINANCIAL INFORMATION
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
JULY 31, OCTOBER 31,
1995 1994
----------- -----------
(UNAUDITED)
Current assets:
Cash and cash equivalents $5,343,000 $5,030,000
Short-term investments 943,000 --
Accounts receivable, net 6,883,000 5,720,000
Inventories 5,090,000 5,261,000
Prepaid expenses and other current assets 1,648,000 1,329,000
Deferred income taxes 1,234,000 1,251,000
----------- -----------
Total current assets 21,141,000 18,591,000
----------- -----------
Property, plant and equipment 23,979,000 21,908,000
Less accumulated depreciation (14,387,000) (13,300,000)
----------- -----------
Property, plant and equipment, net 9,592,000 8,608,000
----------- -----------
Intangible assets less accumulated amortization of
$1,167,000 in 1995 and $853,000 in 1994 12,169,000 10,169,000
----------- -----------
Investments in and advances to unconsolidated
partnerships 1,744,000 1,152,000
----------- -----------
Other assets 1,150,000 500,000
----------- -----------
Total assets $45,796,000 $39,020,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $1,237,000 $1,054,000
Trade accounts payable 1,431,000 1,048,000
Accrued expenses and other current liabilities 4,343,000 3,597,000
Income taxes payable 912,000 201,000
----------- -----------
Total current liabilities 7,923,000 5,900,000
----------- -----------
Long-term debt 6,904,000 4,402,000
----------- -----------
Deferred income taxes 1,267,000 1,623,000
----------- -----------
Other non-current liabilities 433,000 --
----------- -----------
Minority interests 5,000 34,000
----------- -----------
Commitments and contingencies:
Shareholders' equity:
Preferred stock, par value $.01 per share;
Authorized - 10,000,000 shares issuable
in series; 50,000 designated as
Series A Junior Participating Preferred
Stock, none issued -- --
Common stock, $.01 par value; Authorized -
20,000,000 shares; Issued - 2,531,380 shares
in 1995 and 2,493,311 shares in 1994 25,000 23,000
Capital in excess of par value 3,606,000 22,000
Retained earnings 29,325,000 30,994,000
----------- -----------
32,956,000 31,039,000
Less: Note receivable from employee savings and
investment plan (3,692,000) (3,978,000)
----------- -----------
Total shareholders' equity 29,264,000 27,061,000
----------- -----------
Total liabilities and shareholders' equity $45,796,000 $39,020,000
=========== ===========
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
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<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
NINE MONTHS ENDED JULY 31, THREE MONTHS ENDED JULY 31,
-------------------------- ---------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Aerospace products and services sales,
net of returns and allowances ............ $ 18,690,000 $ 13,757,000 $ 6,904,000 $ 4,918,000
Medical services sales, net of allowances ... 11,035,000 9,655,000 3,543,000 3,784,000
------------ ------------ ------------ ------------
Net sales ................................... 29,725,000 23,412,000 10,447,000 8,702,000
------------ ------------ ------------ ------------
Operating costs and expenses:
Cost of aerospace products and services ..... 12,785,000 9,828,000 4,699,000 3,367,000
Cost of medical services .................... 7,504,000 6,599,000 2,585,000 2,570,000
Selling, general and administrative expenses 5,935,000 5,402,000 1,937,000 1,977,000
Equity in loss of unconsolidated partnerships 498,000 272,000 164,000 111,000
------------ ------------ ------------ ------------
Total operating costs and expenses .......... 26,722,000 22,101,000 9,385,000 8,025,000
------------ ------------ ------------ ------------
Income from operations ...................... 3,003,000 1,311,000 1,062,000 677,000
Interest expense ............................ (270,000) (140,000) (90,000) (62,000)
Interest and other income ................... 509,000 327,000 224,000 106,000
Minority interest in consolidated partnership (43,000) (23,000) (2,000) (16,000)
------------ ------------ ------------ ------------
Income before income taxes and cumulative
effect of change in accounting principle . 3,199,000 1,475,000 1,194,000 705,000
Income tax expense .......................... 1,257,000 537,000 473,000 257,000
------------ ------------ ------------ ------------
Income before cumulative effect of
change in accounting principle ........... 1,942,000 938,000 721,000 448,000
Cumulative effect on prior years of change
in accounting for income taxes ........... -- 381,000 -- --
------------ ------------ ------------ ------------
Net income .................................. $ 1,942,000 $ 1,319,000 $ 721,000 $ 448,000
============ ============ ============ ============
Income per share before cumulative effect
of change in accounting principle ........ $ .74 $ .37 $ .26 $ .18
============ ============ ============ ============
Net income per share ........................ $ .74 $ .52 $ .26 $ .18
============ ============ ============ ============
Weighted average number of common
and common equivalent shares outstanding . 2,618,778 2,533,509 2,734,976 2,508,131
============ ============ ============ ============
Cash dividends per share .................... $ .143 $ .136 $ .075 $ .068
============ ============ ============ ============
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
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<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
NINE MONTHS ENDED
JULY 31,
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................... $ 1,942,000 $ 1,319,000
Items affecting cash from operations:
Depreciation and amortization .............................................. 1,653,000 1,452,000
Deferred income taxes ...................................................... (431,000) (172,000)
Loss from unconsolidated partnerships ...................................... 751,000 488,000
Minority interest in consolidated partnerships ............................. 43,000 23,000
Cumulative effect of change in
accounting principle .................................................... -- (381,000)
Change in assets and liabilities:
(Increase) in accounts receivable ....................................... (1,141,000) (773,000)
Decrease (increase) in inventories ...................................... 171,000 (745,000)
(Increase) in prepaid expenses and other
current assets ....................................................... (276,000) (549,000)
Increase in trade payables, accrued
expenses and other current liabilities ................................ 1,961,000 394,000
Other ................................................................... (113,000) (23,000)
----------- -----------
Net cash provided by operating activities .................................. 4,560,000 1,033,000
----------- -----------
Cash flows from investing activities:
Advances to unconsolidated partnerships .................................... (467,000) (134,000)
Purchases of property, plant and equipment ................................. (506,000) (1,912,000)
Acquisitions:
Contingent note payments ................................................ (1,518,000) (1,127,000)
Other (14,000) (1,107,000)
Purchase of short-term investments ......................................... (943,000) --
Deferred organization costs ................................................ (174,000) (440,000)
Payment received from employee savings and
investment plan note receivable ......................................... 286,000 252,000
Proceeds from the sale of property, plant
and equipment ........................................................... 324,000 --
Other ...................................................................... 41,000 102,000
----------- -----------
Net cash (used in) investing activities ................................. (2,971,000) (4,366,000)
----------- -----------
Cash flows from financing activities:
Proceeds from the exercise of stock options ................................ 461,000 22,000
Proceeds from the issuance of long-term debt ............................... 82,000 1,080,000
Payments on long-term debt ................................................. (1,292,000) (326,000)
Repurchase of common stock ................................................. (117,000) (238,000)
Cash dividends paid ........................................................ (369,000) (340,000)
Other ...................................................................... (41,000) (60,000)
----------- -----------
Net cash (used in) financing activities ................................. (1,276,000) 138,000
----------- -----------
Net (decrease) in cash and cash equivalents ..................................... 313,000 (3,195,000)
Cash and cash equivalents at beginning of year .................................. 5,030,000 5,481,000
----------- -----------
Cash and cash equivalents at end of period ...................................... $ 5,343,000 $ 2,286,000
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
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HEICO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - UNAUDITED
For the nine months ended July 31, 1995 and 1994
1. The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the instructions to Form 10-Q and therefore do
not include all information and footnotes normally included in annual
consolidated financial statements and should be read in conjunction with the
financial statements and notes thereto included in the Company's latest Annual
Report on Form 10-K for the year ended October 31, 1994. In the opinion of
management, the unaudited consolidated condensed financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary for a
fair presentation of the consolidated condensed balance sheets and consolidated
condensed statements of operations and cash flow for such interim periods
presented. The results of operations for the nine months ended July 31, 1995 are
not necessarily indicative of the results which may be expected for the entire
fiscal year.
2. Short-term investments are highly liquid investments with maturities of more
than three months when purchased and are carried at cost, which approximates
market.
3. Accounts receivable are composed of the following:
<TABLE>
<CAPTION>
JULY 31, 1995 OCTOBER 31, 1994
------------------ ----------------
<S> <C> <C>
Accounts receivable.............................. $ 9,123,000 $ 7,284,000
Less contractual allowances and
allowance for doubtful accounts............... 2,240,000 1,564,000
------------------ ----------------
Accounts receivable, net......................... $ 6,883,000 $ 5,720,000
================== ================
Inventories are comprised of the following:
JULY 31, 1995 OCTOBER 31, 1994
------------------ ----------------
Finished products................................ $ 2,517,000 $ 1,916,000
Work in process.................................. 1,186,000 1,784,000
Materials, parts, assemblies and supplies........ 1,387,000 1,561,000
------------------ ----------------
Total inventories................................ $ 5,090,000 $ 5,261,000
================== ================
</TABLE>
Revenue, inventory and receivable amounts set forth in the accompanying
consolidated condensed financial statements do not include any material amounts
related to long-term contracts.
4. Certain MediTek operating costs have been reclassified from selling, general
and administrative expenses to cost of medical services for the nine and three
months ended July 31, 1994 in the amounts of $2,149,000 and $799,000,
respectively, to conform with the fiscal 1994 year end presentation.
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5. The equity in loss of unconsolidated partnerships reported in the
consolidated condensed statements of operations for the nine- month and
three-month periods has been reduced by interest income from the unconsolidated
partnerships of $253,000 and $92,000, respectively, in 1995 and $216,000 and
$69,000, respectively, in 1994.
6. In May 1995, the Company's Board of Directors declared a 10% stock dividend
that was paid July 28, 1995. The transaction was valued based on the closing
market price of the Company's stock as of the declaration date. Retained
earnings was charged $3,242,000 as a result of the issuance of 229,537 shares of
the Company's common stock. All income per share, dividend per share and common
shares outstanding information has been restated to reflect this stock dividend.
7. Income per share is calculated on the basis of the weighted average number of
common shares outstanding during each period plus common share equivalents
arising from the assumed exercise of stock options, if dilutive.
8. Supplemental disclosures of cash flow information for the nine months ended
July 31, 1995 and 1994 are as follows:
Cash paid for interest was $270,000 and $145,000 in 1995 and 1994,
respectively. Cash paid for income taxes was $737,000 and $651,000 in 1995 and
1994, respectively.
Non-cash investing and financing activities related to purchases of
property, plant and equipment of $2,269,000, investments in and advances to
unconsolidated partnerships of $639,000 and deferred charges of $645,000 which
were financed by capital leases assumed and distributions from an unconsolidated
partnership during fiscal 1995. Additionally, retained earnings was charged
$3,242,000 as a result of the 10% stock dividend described in Note 6 above.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine months ended July 31, 1995 and 1994
RESULTS OF OPERATIONS
Fiscal 1995 third quarter net income of $721,000 ($.26 per share) increased 61%
over fiscal 1994 third quarter net income of $448,000 ($.18 per share) and
increased 11% over fiscal 1995 second quarter net of income of $652,000 ($.25
per share). Fiscal 1995 third quarter net sales totaled $10,447,000,
representing a 20% increase over sales of $8,702,000 in the third quarter of
fiscal 1994.
For the first nine months of fiscal 1995, net sales and net income totaled
$29,725,000 and $1,942,000 ($.74 per share), respectively, representing a 27%
increase over sales of $23,412,000 in the first nine months of fiscal 1994 and a
47% increase over net income of $1,319,000 ($.52 per share) in the first nine
months of fiscal 1994.
The net income improvement in fiscal 1995 represents a 107% increase over last
year's nine months results, after excluding the impact of an accounting change
which increased net income during the first nine months of last year by $381,000
($.15 per share).
The improved fiscal 1995 operating results are primarily attributable to
increased sales volume in the Company's aerospace products and services
subsidiary, HEICO Aerospace Corporation, and increased sales of imaging services
of the Company's healthcare subsidiary, MediTek Health Corporation, discussed
below.
Net sales of HEICO Aerospace totaled $6,904,000 in the third quarter of fiscal
1995, representing a $1,986,000, or 40%, increase over its revenues in the third
quarter of last year. In the first nine months of fiscal 1995, net sales of
HEICO Aerospace totaled $18,690,000 as compared to $13,757,000 in the same
period of fiscal 1994, representing a $4,933,000, or 36% increase. These
increases are due principally to higher sales volumes of the Company's Aerospace
products.
Net sales of MediTek totaled $3,543,000 in the third quarter of fiscal 1995,
representing a $241,000, or 6%, decrease over its revenues in the third quarter
of last year. The decrease reflects an increase of $344,000 in revenues from
imaging services offset by revenues of $585,000 from the sale of medical therapy
equipment in the third quarter of last year. The therapy equipment product line
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<PAGE>
was discontinued in fiscal 1995. In the first nine months of fiscal 1995, net
sales of MediTek totaled $11,035,000, representing an increase of $1,380,000, or
14%, over revenues in the first nine months of fiscal 1994. The fiscal 1995
increase in MediTek's revenues for the nine-month period are due principally to
the inclusion of one medical diagnostic facility acquired in February 1994, as
well as the opening of two new medical diagnostic centers, one each in the
second quarter of fiscal 1994 and second quarter of fiscal 1995. Further, the
increase reflects the addition of Magnetic Resonance Imaging (MRI) capabilities
at another one of MediTek's facilities in the second half of fiscal 1994. Net
sales of MediTek exclude revenues of the unconsolidated partnerships, which
totaled $3.9 million and $5.0 million in the first nine months of fiscal 1995
and 1994, respectively, and $1.3 million and $1.6 million in the third quarter
of fiscal 1995 and fiscal 1994, respectively.
HEICO Aerospace's total backlog of $15.5 million as of July 31, 1995 remained
level with the $15.4 million backlog as of July 31, 1994 and increased $1.2
million from the October 31, 1994 backlog balance. The increase in current
backlog over that of October 31, 1994 is principally due to increases in orders
from HEICO Aerospace's commercial airline industry customers. The backlog
includes amounts based on estimated quantities provided by customers pursuant to
certain contracts aggregating approximately $6 million at July 31, 1995.
HEICO Aerospace's gross profit margins averaged 31.6% for the first nine months
of fiscal 1995 and 31.9% in the third quarter of fiscal 1995, as compared to
28.6% and 31.5%, respectively, in the comparable nine-month and three-month
periods of fiscal 1994. The increases in gross profit margins in the current
year reflect an increase in sales of higher margin products and manufacturing
cost reductions.
MediTek's gross profit margins averaged 32.0% for the first nine months of
fiscal 1995 and 27.0% in the third quarter of fiscal 1995 as compared to 31.7%
and 32.1%, respectively, in the comparable nine-month and three-month periods of
fiscal 1994. The increase in the gross profit margin for the nine months of the
current year is principally due to improved performance at certain centers
resulting primarily from higher sales volumes. The decrease in the gross profit
margin for the third quarter of fiscal 1995 from the third quarter of fiscal
1994 is principally due to higher contractual allowances and lower sales volumes
at certain centers.
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Selling, general and administrative expenses in the first nine months of fiscal
1995 increased $533,000 over amounts in the same period of fiscal 1994 due
principally to increased general corporate expenses and increased HEICO
Aerospace selling expenses, partially offset by the effects of expense
reduction programs at MediTek. As a percentage of sales, however, these expenses
declined as a percentage of consolidated net sales to 20.0% in the first nine
months of fiscal 1995, down from 23.1% in the comparable nine-month period of
fiscal 1994.
The equity in loss of unconsolidated partnerships increased in the first nine
months and third quarter of fiscal 1995 from the same periods of last year
primarily due to lower sales volumes at the partnership centers. The equity in
loss of these partnerships includes costs representing the management services
fee income payable to MediTek and included in consolidated net sales as part of
medical services sales. This income totaled $407,000 and $513,000 in the first
nine months of fiscal 1995 and fiscal 1994, respectively, and $103,000 and
$157,000 in the third quarter of fiscal 1995 and fiscal 1994, respectively.
Income from operations, which totaled $3,003,000 for the first nine months of
fiscal 1995 and $1,062,000 for the third quarter of fiscal 1995, increased
$1,692,000 and $385,000, respectively, over the same nine-month and three-month
periods of last year. This increase reflects income from operations at HEICO
Aerospace of approximately $3.5 million in the first nine months of fiscal 1995
and $1.3 million in the third quarter of fiscal 1995 as compared to
approximately $1.8 million and $700,000 respectively, in the same nine-month and
three-month periods of last year. The increase also reflects income from
operations at MediTek of approximately $1.9 million for the first nine months of
the current year and $500,000 for the third quarter of the current year as
compared to approximately $1.5 million and $700,000, respectively, in the same
nine-month and three-month periods of last year. The increases at HEICO
Aerospace and MediTek were partially offset by higher general corporate
expenses. HEICO Aerospace's improvement is due primarily to the aforementioned
sales volume increases and gross profit margin improvements. MediTek's
improvement results primarily from the additional imaging service revenues
discussed above offset in the third quarter by the fiscal 1994 income from sales
of medical therapy equipment.
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Interest expense in the first nine months of fiscal 1995 totaled $270,000 as
compared to $140,000 in the first nine months of fiscal 1994 and $90,000 in the
third quarter of fiscal 1995 as compared to $62,000 in the third quarter of
fiscal 1994. These increases are primarily attributable to additional debt
associated with MediTek centers.
Interest and other income increased $182,000 from the first nine months of
fiscal 1994 versus the first nine months of the current year and $118,000 from
the third quarter of fiscal 1994 versus the third quarter of fiscal 1995 due
principally to an increase in market interest rates, an increase in invested
cash and profits from the sale of certain excess equipment of HEICO Aerospace.
The Company's effective tax rate increased from 36.4% for the first nine months
of fiscal 1994 to 39.3% in the same period of fiscal 1995 primarily due to the
reduced impact of tax benefits on investment income and export sales as a result
of the higher level of income from operations.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1995, net cash provided by operating
activities totaled $4,560,000, up from $1,033,000 in the first nine months of
fiscal 1994 primarily as a result of lower working capital investment and higher
operating earnings.
The Company's principal investing activities during the first nine months of
fiscal 1995 were the purchase of short-term investments and contingent note
payments related to MediTek's acquisitions.
The Company's principal financing activities during the first nine months of
fiscal 1995 were the receipt of funds for the exercise of Company stock options
and the payment of funds for scheduled payments on long-term debt and payments
of cash dividends.
In June 1995, the Company increased the amount of its existing credit facility
by $2 million to $7 million and improved certain other terms and conditions of
the facility. As of July 31, 1995, approximately $6.3 million remained available
for borrowing.
There have been no other material changes in the liquidity or the capital
resources of the Company since the end of fiscal 1994.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported (see Item 3. Legal Proceedings of the Company's
Form 10-K for the year ended October 31, 1994), two subsidiaries of the
Company are involved in pending litigation with United Technologies
Corporation (United). In July 1995, the Company filed its answer to
United's complaint denying the allegations. In addition, the Company
filed counterclaims against United for, among other things, malicious
prosecution, trade disparagement, tortious interference, unfair
competition and antitrust violations. The Company is seeking
compensatory and punitive damages in amounts to be determined at trial.
United has not filed its answer to the counterclaims. There have been
no other material developments in this or other previously reported
litigation involving the Company and its subsidiaries. See also
reference to plaintiff litigation in Item 5. Other Matters below.
ITEM 5. OTHER MATTERS
In June 1994, the Second Judicial Circuit Court of Florida, in and for
Leon County (the "State Court") in a lawsuit in which MediTek was a
co-plaintiff ruled that certain fee caps (the "Fee Caps") passed by the
State of Florida's (the "State") legislature in 1992 limiting fees
charged by designated health service providers, including diagnostic
imaging, violated the Constitution of the State and, therefore, are
unenforceable. In February 1995, the State Court issued an order
granting final summary judgement that the Fee Caps were
unconstitutional for providers of diagnostic imaging services. The
State has appealed the decision.
As a result of the State Court's decision, MediTek is not presently
subject to the Fee Caps. Further, due to other court challenges,
MediTek and all other diagnostic imaging service providers have never
been subject to the Fee Caps. Although MediTek believes that the Fee
Caps violate both the Florida Constitution and the United States
Constitution, there can be no assurance that the State Court's decision
will not be reversed, or that the Fee Caps will ultimately be found to
be unconstitutional or that the Fee Caps would not be reinstated
retroactively to the initial effective date. Imposition of Fee Caps
could have a materially adverse impact upon MediTek's operations within
Florida, which contributed approximately 44% of MediTek's income from
operations for the first nine months of fiscal 1995. (See Item 1.
Business - Medical Services, "Government regulation" of the Company's
Form 10-K for the year ended October 31, 1994.)
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Computation of earnings per share.
(b) Exhibit 27 - Financial Data Schedule (electronic
filing only).
(c) There were no reports on Form 8-K filed during the
three months ended July 31, 1995.
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<PAGE>
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.
HEICO CORPORATION
-----------------
(Registrant)
SEPTEMBER 13, 1995 BY /S/THOMAS S. IRWIN
---------------------- --------------------------
Date Thomas S. Irwin, Executive Vice
President and Chief Financial
Officer
(Principal Financial and
Accounting Officer)
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Exhibit 11
<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
1995 (2) 1994 (2)
-------------------------- --------------------------
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Nine months ended July 31:
Weighted average number of common
shares outstanding 2,510,064 2,510,064 2,495,940 2,495,940
Common Stock equivalents arising from
dilutive stock options (1) 108,714 141,624 37,569 37,569
--------- --------- --------- ---------
2,618,778 2,651,688 2,533,509 2,533,509
========= ========= ========= =========
Income per share from operations
before cumulative effect of
change in accounting principle $0.74 $0.73 $0.37 $0.37
===== ===== ===== =====
Cumulative effect per share of
change in accounting principle -- -- $0.15 $0.15
===== ===== ===== =====
Net income per share (1) $0.74 $0.73 $0.52 $0.52
===== ===== ===== =====
Three months ended July 31:
Weighted average number of common
shares outstanding 2,527,547 2,527,547 2,493,311 2,493,311
Common Stock equivalents arising from
dilutive stock options (1) 207,429 207,429 14,820 14,820
--------- --------- --------- ---------
2,734,976 2,734,976 2,508,131 2,508,131
========= ========= ========= =========
Income per share from operations
before cumulative effect of
change in accounting principle $0.26 $0.26 $0.18 $0.18
===== ===== ===== =====
Cumulative effect per share of
change in accounting principle -- -- -- --
===== ===== ===== =====
Net income per share (1) $0.26 $0.26 $0.18 $0.18
===== ===== ===== =====
</TABLE>
(1) Computed under the "treasury stock" method using the average market price
for the primary computation and using the higher of average or ending
market prices for the fully diluted computation.
(2) All of the following information has been restated to reflect the 10% stock
dividend declared on May 8, 1995 (see Note 6 to the Consolidated Condensed
Financial Statements).
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000046619
<NAME> HEICO CORP
<S> <C>
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<PERIOD-END> JUL-31-1995
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0
0
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<NET-INCOME> 1,942,000
<EPS-PRIMARY> .74
<EPS-DILUTED> .73
</TABLE>
