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 APRIL 30, 1996
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
incorporation or organization) Identification No.)
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 4,328,694 shares as of May 31, 1996.
-1-
<PAGE>
HEICO CORPORATION
INDEX
Page No.
Part I. Financial information:
Consolidated Condensed Balance Sheets as of
April 30, 1996 and October 31, 1995............................ 3
Consolidated Condensed Statements of Operations for the six and
three months ended April 30, 1996 and 1995..................... 4
Consolidated Condensed Statements of Cash Flows for the
six months ended April 30, 1996 and 1995....................... 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 4. Submission of Matters to a Vote of Security Holders..... 12
Item 6. Exhibits and Reports on Form 8-K........................ 12
-2-
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
ASSETS
April 30, October 31,
1996 1995
--------- -----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 9,117,000 $ 4,664,000
Short-term investments -- 2,939,000
Accounts receivable, net 7,317,000 6,709,000
Inventories 6,202,000 5,359,000
Prepaid expenses and other current assets 1,408,000 1,373,000
Deferred income taxes 2,065,000 1,593,000
------------ ------------
Total current assets 26,109,000 22,637,000
------------ ------------
Property, plant and equipment 24,364,000 24,197,000
Less accumulated depreciation (15,404,000) (14,901,000)
------------ -------------
Property, plant and equipment, net 8,960,000 9,296,000
------------ ------------
Intangible assets less accumulated amortization of
$1,706,000 in 1996 and $1,377,000 in 1995 13,057,000 12,445,000
------------ ------------
Investments in and advances to unconsolidated
partnerships 2,312,000 2,094,000
------------ ------------
Other assets 1,245,000 929,000
------------ ------------
Total assets $ 51,683,000 $ 47,401,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 1,236,000 $ 794,000
Trade accounts payable 2,224,000 1,499,000
Accrued expenses and other current liabilities 4,868,000 5,046,000
Income taxes payable 943,000 543,000
------------ ------------
Total current liabilities 9,271,000 7,882,000
------------ ------------
Long-term debt 5,966,000 7,076,000
------------ ------------
Deferred income taxes 1,697,000 1,720,000
------------ ------------
Other non-current liabilities 1,102,000 470,000
------------ ------------
Minority interests 119,000 107,000
------------ ------------
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 - 4,328,330 shares
in 1996 and 4,194,449 shares in 1995 43,000 28,000
Capital in excess of par value 9,672,000 8,371,000
Retained earnings 27,152,000 25,439,000
------------ ------------
36,867,000 33,838,000
Less: Note receivable from employee savings and
investment plan (3,339,000) (3,692,000)
------------ ------------
Total shareholders' equity 33,528,000 30,146,000
------------ ------------
Total liabilities and shareholders' equity $ 51,683,000 $ 47,401,000
============ ============
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-3-
<PAGE>
<TABLE>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
<CAPTION>
SIX MONTHS ENDED APRIL 30, THREE MONTHS ENDED APRIL 30,
---------------------------- ------------------------------
1996 1995 1996 1995
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Aerospace products and services sales,
net of returns and allowances $14,920,000 $11,786,000 $ 7,942,000 $ 6,394,000
Health care services, net of allowances 8,340,000 7,492,000 4,458,000 3,951,000
----------- ----------- ----------- -----------
Net sales 23,260,000 19,278,000 12,400,000 10,345,000
----------- ----------- ----------- -----------
Operating costs and expenses:
Cost of aerospace products and services 9,882,000 8,086,000 5,226,000 4,434,000
Cost of health care services 6,151,000 4,919,000 3,234,000 2,601,000
Selling, general and administrative expenses 4,441,000 3,998,000 2,371,000 2,119,000
Equity in (income) loss of unconsolidated
partnerships (341,000) 334,000 (227,000) 159,000
----------- ----------- ----------- -----------
Total operating costs and expenses 20,133,000 17,337,000 10,600,000 9,313,000
----------- ----------- ----------- -----------
Income from operations 3,127,000 1,941,000 1,800,000 1,032,000
Interest expense (147,000) (180,000) (80,000) (88,000)
Interest and other income 372,000 285,000 175,000 142,000
Minority interest in consolidated partnership (228,000) (41,000) (147,000) (18,000)
----------- ----------- ----------- -----------
Income before income taxes 3,124,000 2,005,000 1,748,000 1,068,000
Income tax expense 1,172,000 784,000 666,000 416,000
----------- ----------- ----------- -----------
Net income $ 1,952,000 $ 1,221,000 $ 1,082,000 $ 652,000
=========== =========== =========== ===========
Net income per share $ .41 $ .29 $ .22 $ .15
===== ===== ===== =====
Weighted average number of common
and common equivalent shares outstanding 4,717,876 4,225,122 4,817,560 4,278,135
=========== =========== =========== ===========
Cash dividends per share $.050 $.041
===== =====
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-4-
<PAGE>
<TABLE>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
<CAPTION>
Six months ended
APRIL 30,
----------------------------
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,952,000 $ 1,221,000
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 1,286,000 1,222,000
(Income) loss from unconsolidated partnerships (327,000) 495,000
Minority interest in consolidated partnerships 228,000 41,000
Deferred income taxes (495,000) (65,000)
Change in assets and liabilities:
(Increase) in accounts receivable (608,000) (1,058,000)
(Increase) in inventories (843,000) (202,000)
(Increase) in prepaid expenses and other
current assets (181,000) (5,000)
Increase in trade payables, accrued
expenses and other current liabilities 800,000 616,000
Increase in income taxes payable 439,000 283,000
Increase in other non-current liabilities 123,000 18,000
----------- -----------
Net cash provided by operating activities 2,374,000 2,566,000
----------- -----------
Cash flows from investing activities:
Maturity (purchase) of short-term investments 2,939,000 (943,000)
Purchases of property, plant and equipment (689,000) (386,000)
Acquisitions:
Contingent note payments (783,000) (1,076,000)
Other -- (64,000)
Distributions from (advances to)
unconsolidated partnerships 109,000 (509,000)
Distributions to minority interests (216,000) (71,000)
Payments for deferred organization costs (486,000) (279,000)
Payment received from employee savings and
investment plan note receivable 353,000 286,000
Other 93,000 4,000
----------- -----------
Net cash provided by (used in) investing activities 1,320,000 (3,038,000)
----------- -----------
Cash flows from financing activities:
Proceeds from the issuance of long-term debt 302,000 80,000
Proceeds from the exercise of stock options 1,262,000 367,000
Payments on long-term debt and capital leases (581,000) (637,000)
Repurchases of common stock -- (117,000)
Cash dividends paid (224,000) (171,000)
Other -- (2,000)
----------- -----------
Net cash provided by (used in) financing activities 759,000 (480,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents 4,453,000 (952,000)
Cash and cash equivalents at beginning of year 4,664,000 5,030,000
----------- -----------
Cash and cash equivalents at end of period $ 9,117,000 $ 4,078,000
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-5-
<PAGE>
HEICO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - UNAUDITED
April 30, 1996
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, 1995. 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 six months ended April 30, 1996 are
not necessarily indicative of the results which may be expected for the entire
fiscal year.
2. Accounts receivable are composed of the following:
<TABLE>
<CAPTION>
APRIL 30, 1996 OCTOBER 31, 1995
------------------ -------------------
<S> <C> <C>
Accounts receivable.............................. $ 10,989,000 $ 9,531,000
Less contractual allowances...................... (2,036,000) (1,648,000)
Less allowance for doubtful accounts............. (1,636,000) (1,174,000)
------------------ ----------------
Accounts receivable, net......................... $ 7,317,000 $ 6,709,000
================== ================
Inventories are comprised of the following:
APRIL 30, 1996 OCTOBER 31, 1995
------------------- -----------------
Finished products................................ $ 2,519,000 $ 2,534,000
Work in process.................................. 1,923,000 1,721,000
Materials, parts, assemblies and supplies........ 1,760,000 1,104,000
------------------ ----------------
Total inventories................................ $ 6,202,000 $ 5,359,000
================== ================
</TABLE>
Revenues, inventory and receivable amounts set forth in the accompanying
consolidated condensed financial statements do not include any material amounts
related to long-term contracts.
3. The equity in income of unconsolidated partnerships reported in the
consolidated condensed statements of operations for the six and three month
periods has been increased by interest income from the unconsolidated
partnerships of $14,000 and $8,000, respectively, in 1996 and the related loss
for the six and three month periods of 1995 has been reduced by interest income
from the unconsolidated partnerships of $161,000 and $82,000, respectively.
-6-
<PAGE>
4. On March 19, 1996, the Company's Board of Directors declared a three-for-two
split of common shares that was distributed on April 24, 1996 to shareholders of
record on April 8, 1996. All net income per share, dividend per share and common
shares outstanding information has been restated to reflect this stock split as
well as 10% stock dividends paid July 1995 and February 1996.
5. Net 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.
6. Supplemental disclosures of cash flow information for the six months ended
April 30, 1996 and 1995 are as follows:
Cash paid for interest was $137,000 and $180,000 in 1996 and 1995,
respectively. Cash paid for income taxes was $1,228,000 and $420,000 in 1996 and
1995, respectively.
Non-cash investing and financing activities include purchases of property,
plant and equipment of $1,343,000 which were financed by long-term debt.
Equipment under capital leases with a net book value of $1,389,000, an
associated intangible asset of $308,000 and associated other assets and
liabilities of $93,000 were written off along with the corresponding capital
lease liabilities of $1,790,000 as the leases were terminated in fiscal 1996.
7. In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123). SFAS No. 123 does not rescind or interpret
existing accounting rules for employee stock-based arrangements. Under SFAS No.
123, the Company may continue to follow existing rules to recognize and measure
compensation, but will now be required to disclose the pro forma amounts of net
income and earnings per share that would have to be reported had the Company
elected to follow the "fair value" recognition provisions of SFAS No. 123. SFAS
No. 123 will apply to the Company for the year ending October 31, 1997. The
Company has not determined whether it will elect to recognize and measure
compensation expense under SFAS No. 123 and its effect, if any, on the
Company's financial position or results of operations.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six months ended April 30, 1996 and 1995
RESULTS OF OPERATIONS
Fiscal 1996 second quarter net income of $1,082,000 ($.22 per share) increased
66% over fiscal 1995 second quarter net income of $652,000 ($.15 per share) and
increased 24% over fiscal 1996 first quarter net of income of $870,000 ($.19 per
share). Fiscal 1996 second quarter net sales totaled $12,400,000, representing a
20% increase over sales of $10,345,000 in the second quarter of fiscal 1995.
For the first half of fiscal 1996, net sales and net income totaled $23,260,000
and $1,952,000 ($.41 per share), respectively, representing a 21% increase over
sales of $19,278,000 in the first half of fiscal 1995 and a 60% increase over
net income of $1,221,000 ($.29 per share) in the first half of fiscal 1995.
The improved fiscal 1996 operating results are primarily attributable to
increased sales volume and improved profit margins in the Company's aerospace
products and services subsidiary, HEICO Aerospace Corporation and improved
operating results of the unconsolidated partnerships of the Company's health
care services subsidiary, MediTek Health Corporation, discussed below.
Net sales of HEICO Aerospace totaled $7,942,000 in the second quarter of fiscal
1996, representing a $1,548,000, or 24%, increase over its revenues in the
second quarter of last year. In the first six months of fiscal 1996, net sales
of HEICO Aerospace totaled $14,920,000 as compared to $11,786,000 in the same
period of fiscal 1995, representing a $3,134,000, or 27%, increase. These
increases of HEICO Aerospace revenues are due principally to higher sales
volumes of jet engine parts.
Net sales of MediTek totaled $4,458,000 in the second quarter of fiscal 1996,
representing a $507,000, or 13%, increase over its revenues in the second
quarter of last year. In the first six months of fiscal 1996, net sales of
MediTek totaled $8,340,000, representing an increase of $848,000, or 11%, over
revenues in the first six months of fiscal 1995. The fiscal 1996 increase in
MediTek's revenues is due principally to the opening of one new medical
diagnostic center in the second quarter of last year, the
-8-
<PAGE>
opening of one new center in the fourth quarter of last year and the addition of
magnetic resonance imaging (MRI) capability to an existing multiple modality
center in the first quarter of this year; partially offset by increases in
contractual allowances in certain geographic regions during the last half of
fiscal 1995 for services billed to third party reimbursement sources. Net sales
of MediTek exclude revenues of the unconsolidated partnerships, which totaled
$3.5 million and $2.6 million in the first half of fiscal 1996 and 1995,
respectively, and $1.8 million and $1.3 million in the second quarter of fiscal
1996 and fiscal 1995, respectively. The increase in revenues of the
unconsolidated partnerships is primarily attributable to the merger of one of
these partnership centers with a previously unrelated center in the fourth
quarter of fiscal 1995.
HEICO Aerospace's backlog totaled approximately $23 million as of April 30,
1996, including $13 million representing forecasted shipments over the next 12
months for certain contracts pursuant to which customers provide estimated
annual usage. The current backlog increased from $14 million as of April 30,
1995 and remained level with the balance of $23 million as of October 31, 1995.
The increase in current backlog over that of April 30, 1995 is principally due
to increased demand and sales incentives offered by the Company. MediTek's
order backlog is insignificant due to the nature of its operations.
HEICO Aerospace's gross profit margins averaged 33.8% for the first half of
fiscal 1996 and 34.2% in the second quarter of fiscal 1996, as compared to
31.4% and 30.7%, respectively, in the comparable six-month and three-month
periods of fiscal 1995. The improvement in gross profit margins in the current
year reflects a favorable product mix and manufacturing cost reductions.
MediTek's gross profit margins averaged 26.2% for the first half of fiscal 1996
and 27.5% in the second quarter of fiscal 1996 as compared to 34.3% and 34.2%,
respectively, in the comparable six-month and three-month periods of fiscal
1995. The decrease in the gross profit margin percentages in fiscal 1996 is
principally due to increases in the aforementioned contractual allowances in
certain geographic regions during the last half of fiscal 1995. This decrease in
margin percentage was partially offset by the aforementioned 11% increase in
MediTek's sales.
Selling, general and administrative expenses in the first half and second
quarter of fiscal 1996 increased $443,000 and $252,000, respectively, over
amounts in the same periods of fiscal 1995 due principally to increased general
corporate expenses and increased
-9-
<PAGE>
administrative expenses at MediTek and HEICO Aerospace. However, selling,
general and administrative expenses declined as a percentage of consolidated
net sales to 19.1% in both the first half and second quarter of fiscal 1996,
down from 20.7% and 20.5%, respectively, in the comparable six-month and
three-month periods of fiscal 1995.
The equity in income of unconsolidated partnerships was $341,000 in the first
half of fiscal 1996 and $227,000 in the second quarter of fiscal 1996 as
compared to losses of $334,000 and $159,000, respectively, in the same periods
of last year. The $675,000 improvement for the six months ended April 30, and
the $386,000 improvement for the three months ended April 30, are primarily due
to the aforementioned merger of an unprofitable center with an unrelated center
into a new unconsolidated partnership. The equity in income or loss of
unconsolidated partnerships includes costs representing the management services
fee income paid to MediTek which is included in the Company's consolidated net
sales as part of health care services sales. This service fee income totaled
$209,000 and $304,000 in the first half of fiscal 1996 and fiscal 1995,
respectively, and $106,000 and $169,000 in the second quarter of fiscal 1996
and fiscal 1995, respectively.
Income from operations, which totaled $3,127,000 for the first six months of
fiscal 1996 and $1,800,000 for the second quarter of fiscal 1996, increased
$1,186,000 and $768,000, respectively, over the same six-month and three-month
periods of last year. This increase reflects income from operations at HEICO
Aerospace of approximately $3.4 million in the first half of fiscal 1996 and
$1.8 million in the second quarter of fiscal 1996 as compared to approximately
$2.2 million and $1.1 million, respectively, in the same six-month and
three-month periods of last year. The increase also reflects income from
operations at MediTek of approximately $1.5 million for the first half of the
current year and $900,000 for the second quarter of the current year as
compared to approximately $1.4 million and $700,000, respectively, in the same
six-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 aforementioned improved operating results of the
unconsolidated partnerships and higher sales, partially offset by the decline in
gross profit margins and increased selling, general and administrative expenses.
-10-
<PAGE>
Interest and other income increased $87,000 from $285,000 in the first six
months of fiscal 1995 to $372,000 in the first six months of the current year
and increased $33,000 from $142,000 in the second quarter of fiscal 1995 to
$175,000 in the second quarter of fiscal 1996 due principally to an increase in
invested cash.
The Company's effective tax rate decreased from 39.1% for the first half of
fiscal 1995 to 37.5% in the first half of fiscal 1996 primarily due to the
increased impact of tax benefits on higher amounts of export sales and
investment income.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of fiscal 1996, net cash provided by operating
activities totaled $2.4 million as compared to $2.6 million in the first six
months of fiscal 1995. As a result of planned increases in inventories to meet
customer delivery requirements, net cash provided by operations in the first
half of fiscal 1996 declined by approximately $600,000 as compared with the
first half of last year.
The Company's principal investing activities during the first six months of
fiscal 1996 were the maturity of short-term investments of $2.9 million,
contingent note payments related to MediTek's acquisitions of $.8 million and
purchases of property, plant and equipment of $.7 million.
The Company's principal financing activities during the first half of fiscal
1996 were the receipt of $1.3 million for the exercise of Company stock options
and scheduled payments of $.6 million on long-term debt.
There have been no other material changes in the liquidity or the capital
resources of the Company since the end of fiscal 1995.
-11-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In May 1996, the State of Florida passed legislation which
retroactively repealed limitations on the fees charged by providers of
diagnostic imaging services (the "Fee Caps"). Such Fee Caps were
passed by the State of Florida in 1992, but had never been imposed due
to legal challenges by providers of diagnostic imaging services,
including MediTek. For further information, see reference to MediTek's
plaintiff litigation in Item 1. Business - Health Care Services,
"Government regulation" in the Company's Annual Report on Form 10-K for
the year ended October 31, 1995.
There have been no other material developments in previously reported
litigation involving the Company and its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on March 19, 1996. The
proposal to elect a Board of Directors for the ensuing year and the
proposal to approve an amendment to the 1993 Stock Option Plan to
increase the number of shares issuable pursuant to the Plan were voted
on at this meeting. All nominees for the Board of Directors ran
unopposed and were elected to serve until the next annual meeting or
until a Director's successor is elected and qualified. The proposed
amendment to the 1993 Stock Option Plan was approved.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Computation of earnings per share.
(b) There were no reports on Form 8-K filed during the
six months ended April 30, 1996.
-12-
<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)
MAY 31, 1996 BY /S/THOMAS S. IRWIN
- -------------------------- --------------------------
Date Thomas S. Irwin, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
-13-
Exhibit 11
HEICO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
1996 (2) 1995 (2)
------------------------- ------------------------
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
---------- ------- ------- --------
<S> <C> <C> <C> <C>
Six months ended April 30:
Weighted average number of common
shares outstanding 4,242,120 4,242,120 4,127,183 4,127,183
Common Stock equivalents arising from
dilutive stock options (1) 475,756 511,409 97,939 179,390
--------- --------- --------- ----------
4,717,876 4,753,529 4,225,122 4,306,573
========= ========= ========== ==========
Net income per share (1) $ 0.41 $ 0.41 $ 0.29 $ 0.28
========= ========= ========= ===========
Three months ended April 30:
Weighted average number of common
shares outstanding 4,280,818 4,280,818 4,138,253 4,138,253
Common Stock equivalents arising from
dilutive stock options (1) 536,742 600,716 139,882 279,434
--------- ----------- ---------- ----------
4,817,560 4,881,534 4,278,135 4,417,687
========= ========= ========== ==========
Net income per share (1) $ 0.22 $ 0.22 $ 0.15 $ 0.15
========= ========= ========= ==========
<FN>
(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
three-for-two split of common shares distributed on April 24, 1996 (see
Note 4 to the Consolidated Condensed Financial Statements).
</FN>
</TABLE>
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1996
<CASH> 9,117,000
<SECURITIES> 0
<RECEIVABLES> 10,989,000
<ALLOWANCES> (3,672,000)
<INVENTORY> 6,202,000
<CURRENT-ASSETS> 3,473,000
<PP&E> 24,364,000
<DEPRECIATION> (15,404,000)
<TOTAL-ASSETS> 51,683,000
<CURRENT-LIABILITIES> 9,271,000
<BONDS> 5,966,000
0
0
<COMMON> 43,000
<OTHER-SE> 33,485,000
<TOTAL-LIABILITY-AND-EQUITY> 51,683,000
<SALES> 14,920,000
<TOTAL-REVENUES> 23,260,000
<CGS> 9,882,000
<TOTAL-COSTS> 16,033,000
<OTHER-EXPENSES> 4,100,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 147,000
<INCOME-PRETAX> 3,124,000
<INCOME-TAX> 1,172,000
<INCOME-CONTINUING> 1,952,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,952,000
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
