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, 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 Identification No.)
incorporation or organization)
3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
(Address of principal executive offices) (Zip Code)
(954) 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 4,776,212 shares as of August 28, 1996.
-1-
<PAGE>
HEICO CORPORATION
INDEX
Page No.
Part I. Financial information:
Consolidated Condensed Balance Sheets as of
July 31, 1996 and October 31, 1995............................. 3
Consolidated Condensed Statements of Operations for the nine and
three months ended July 31, 1996 and 1995...................... 4
Consolidated Condensed Statements of Cash Flows for the
nine months ended July 31, 1996 and 1995....................... 5
Notes to Consolidated Condensed Financial Statements............. 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 10
Part II. Other Information:
Item 1. Legal Proceedings....................................... 13
Item 6. Exhibits and Reports on Form 8-K........................ 13
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<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
JULY 31, OCTOBER 31,
1996 1995
-------- ----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $21,788,000 $4,664,000
Short-term investments -- 2,939,000
Accounts receivable, net 5,126,000 6,709,000
Inventories 6,583,000 5,359,000
Prepaid expenses and other current assets 962,000 1,373,000
Deferred income taxes 1,621,000 1,593,000
----------- -----------
Total current assets 36,080,000 22,637,000
----------- -----------
Note receivable 10,000,000 --
----------- -----------
Property, plant and equipment 18,324,000 24,197,000
Less accumulated depreciation (13,579,000) (14,901,000)
----------- -----------
Property, plant and equipment, net 4,745,000 9,296,000
----------- -----------
Intangible assets less accumulated amortization of
$725,000 in 1996 and $1,377,000 in 1995 1,839,000 12,445,000
----------- -----------
Investments in and advances to unconsolidated
partnerships -- 2,094,000
----------- -----------
Other assets 1,148,000 929,000
----------- -----------
Total assets $53,812,000 $47,401,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 493,000 $ 794,000
Trade accounts payable 1,723,000 1,499,000
Accrued expenses and other current liabilities 4,550,000 5,046,000
Income taxes payable 2,194,000 543,000
----------- -----------
Total current liabilities 8,960,000 7,882,000
----------- -----------
Long-term debt 2,645,000 7,076,000
----------- -----------
Deferred income taxes 1,062,000 1,720,000
----------- -----------
Other non-current liabilities 1,274,000 470,000
----------- -----------
Minority interests -- 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 - 4,766,629 shares
in 1996 and 4,613,894 shares in 1995 48,000 28,000
Capital in excess of par value 20,524,000 8,371,000
Retained earnings 22,638,000 25,439,000
----------- -----------
43,210,000 33,838,000
Less: Note receivable from employee savings and
investment plan (3,339,000) (3,692,000)
----------- -----------
Total shareholders' equity 39,871,000 30,146,000
----------- -----------
Total liabilities and shareholders' equity $53,812,000 $47,401,000
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-3-
<PAGE>
<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
NINE MONTHS ENDED JULY 31, THREE MONTHS ENDED JULY 31,
----------------------------- ------------------------------
1996 1995 1996 1995
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net sales $22,979,000 $18,690,000 $ 8,059,000 $ 6,904,000
----------- ----------- ----------- -----------
Operating costs and expenses:
Cost of sales 15,044,000 12,785,000 5,162,000 4,699,000
Selling, general and administrative expenses 5,067,000 4,791,000 1,615,000 1,597,000
----------- ----------- ----------- ------------
Total operating costs and expenses 20,111,000 17,576,000 6,777,000 6,296,000
----------- ----------- ----------- ------------
Income from operations 2,868,000 1,114,000 1,282,000 608,000
Interest expense (129,000) (124,000) (42,000) (44,000)
Interest and other income 617,000 506,000 259,000 223,000
----------- ----------- ----------- ------------
Income from continuing operations
before income taxes 3,356,000 1,496,000 1,499,000 787,000
Income tax expense 1,078,000 523,000 446,000 273,000
----------- ----------- ----------- ------------
Net income from continuing operations 2,278,000 973,000 1,053,000 514,000
Discontinued operations (Note 2):
Net income from discontinued health care
operations, net of applicable income taxes 963,000 969,000 236,000 207,000
Gain on sale of health care operations,
net of applicable income taxes 5,264,000 -- 5,264,000 --
----------- ----------- ----------- ------------
Net income $ 8,505,000 $ 1,942,000 $ 6,553,000 $ 721,000
=========== =========== =========== ============
Net income per share:
From continuing operations $ .43 $ .21 $ .19 $ .10
From discontinued health care operations .18 .20 .04 .05
From gain on sale of health care operations .99 -- .95 --
----- ----- ----- ----
Net income per share $1.60 $ .41 $1.18 $ .15
===== ===== ===== =====
Weighted average number of common
and common equivalent shares outstanding 5,315,859 4,753,082 5,568,250 4,963,982
=========== =========== =========== ============
Cash dividends per share $.095 $.079 $.050 $.041
===== ===== ===== =====
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-4-
<PAGE>
<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
NINE MONTHS ENDED
JULY 31,
------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,505,000 $1,942,000
Adjustments to reconcile net income to cash
provided by operating activities:
Gain from sale of health care operations (5,264,000) --
Depreciation and amortization 1,808,000 1,653,000
(Income) loss from unconsolidated partnerships (393,000) 751,000
Minority interest in consolidated partnerships 313,000 43,000
Deferred income taxes (345,000) (431,000)
Change in assets and liabilities:
(Increase) in accounts receivable (131,000) (1,141,000)
(Increase) decrease in inventories (1,224,000) 171,000
(Increase) in prepaid expenses and
other current assets (9,000) (276,000)
(Decrease) increase in trade payables, accrued
expenses and other current liabilities (52,000) 1,158,000
Increase in income taxes payable 205,000 803,000
Increase in other non-current liabilities 186,000 30,000
Other -- (113,000)
----------- -----------
Net cash provided by operating activities 3,599,000 4,590,000
----------- -----------
Cash flows from investing activities:
Proceeds from sale of health care operations,
net of cash sold of $304,000 13,524,000 --
Maturity (purchase) of short-term investments 2,939,000 (943,000)
Purchases of property, plant and equipment (2,108,000) (506,000)
Acquisitions:
Contingent note payments (1,106,000) (1,518,000)
Other -- (14,000)
Distributions from (advances to)
unconsolidated partnerships 60,000 (467,000)
Distributions to minority interests (216,000) (71,000)
Payments for deferred organization costs (486,000) (174,000)
Payment received from employee savings and
investment plan note receivable 353,000 286,000
Proceeds from the sale of property, plant and equipment -- 324,000
Other 114,000 41,000
----------- -----------
Net cash provided by (used in) investing activities 13,074,000 (3,042,000)
----------- -----------
Cash flows from financing activities:
Proceeds from the issuance of long-term debt 492,000 82,000
Proceeds from the exercise of stock options 1,303,000 461,000
Payments on long-term debt and capital leases (869,000) (1,292,000)
Repurchases of common stock -- (117,000)
Cash dividends paid (475,000) (369,000)
----------- -----------
Net cash provided by (used in) financing activities 451,000 (1,235,000)
----------- -----------
Net increase in cash and cash equivalents 17,124,000 313,000
Cash and cash equivalents at beginning of year 4,664,000 5,030,000
----------- -----------
Cash and cash equivalents at end of period $21,788,000 $5,343,000
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-5-
<PAGE>
HEICO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - UNAUDITED
July 31, 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 nine months ended July 31, 1996 are
not necessarily indicative of the results which may be expected for the entire
fiscal year.
2. On July 11, 1996, the Company consummated the sale of all of the outstanding
capital stock of its wholly-owned subsidiary MediTek Health Corporation
("MediTek"), representing the Company's health care services segment, to U.S.
Diagnostic Labs, Inc. ("USDL"), effective as of July 1, 1996. In consideration
for the sale of MediTek, the Company received $13,828,000 in cash and a
five-year, 6-1/2% promissory note (the "Convertible Note") in the principal
amount of $10,000,000, which is convertible, at the option of the Company, into
1,081,081 shares of USDL common stock.
In order to assure the Company's liquidity with respect to the Convertible Note
and the USDL common stock into which it is convertible, USDL (i) granted the
Company demand and piggy-back registration rights with respect to such shares of
USDL common stock, and (ii) agreed to prepay the Convertible Note at the
Company's request at any time until such registration is completed. The terms of
such demand registration rights require USDL to use its best efforts to cause a
registration statement covering all of the USDL common stock into which the
Convertible Note is convertible to be declared effective by the Securities and
Exchange
-6-
<PAGE>
Commission by January 1, 1997. The terms of such piggy-back registration rights
give the Company rights to include such USDL common stock in certain
registration statements filed by USDL from January 1, 1997 until January 1,
2000. Upon 15 days' prior written notice, USDL may require the Company to
convert the Convertible Note into USDL common stock at any time beginning on the
later of June 30, 1997 or the date that such shares of USDL common stock have
been registered, if the closing price of the USDL common stock has averaged at
least $9.25 per share for the immediately preceding ten trading days. Also,
beginning on June 30, 1997, USDL may prepay the Convertible Note at any time
upon 60 days' prior written notice.
The sale of MediTek resulted in a gain in the third quarter of fiscal 1996 of
$5,264,000, net of expenses of the sale of $1.6 million and applicable income
taxes of $1.5 million. MediTek's results of operations for fiscal 1996 and 1995
have been reported separately as discontinued operations in the Consolidated
Condensed Statement of Operations. No amounts for the discontinued operations
are included in the July 31, 1996 Consolidated Condensed Balance Sheet.
The condensed statement of operations related to the discontinued health care
services segment for the nine and three months ended July 31, 1996 and 1995 are
presented below:
<TABLE>
<CAPTION>
NINE MONTHS ENDED JULY 31, THREE MONTHS ENDED JULY 31,
----------------------------- ----------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues...................... $11,382,000 $11,035,000 $ 3,042,000 $ 3,543,000
=========== =========== =========== ===========
Income before income taxes........ $ 1,680,000 $ 1,703,000 $ 413,000 $ 407,000
Income tax expense................ 717,000 734,000 177,000 200,000
----------- ----------- ----------- -----------
Net income........................ $ 963,000 $ 969,000 $ 236,000 $ 207,000
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
3. Accounts receivable are composed of the following:
JULY 31, 1996 OCTOBER 31, 1995
------------------ ----------------
<S> <C> <C>
Accounts receivable.............................. $ 5,449,000 $ 9,531,000
Less allowance for doubtful accounts............. (323,000) (1,174,000)
Less contractual allowances...................... -- (1,648,000)
------------------ ----------------
Accounts receivable, net......................... $ 5,126,000 $ 6,709,000
</TABLE>
<TABLE>
<CAPTION>
================== ================
Inventories are comprised of the following:
JULY 31, 1996 OCTOBER 31, 1995
------------------ ----------------
<S> <C> <C>
Finished products................................ $ 2,472,000 $ 2,534,000
Work in process.................................. 2,020,000 1,721,000
Materials, parts, assemblies and supplies........ 2,091,000 1,104,000
------------------ ----------------
Total inventories................................ $ 6,583,000 $ 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.
-7-
<PAGE>
4. On June 14, 1996, the Company's Board of Directors declared a 10% dividend
paid in common stock on July 26, 1996 to shareholders of record on July 12,
1996. In addition, the Company distributed a 3-for-2 split of common shares in
April 1996 effected as a 50% stock dividend. All net income per share, dividend
per share and common shares outstanding information has been restated to reflect
the 10% stock dividend and the 3-for-2 stock split as well as a 10% stock
dividend paid 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 nine months ended
July 31, 1996 and 1995 are as follows:
Cash paid for interest was $208,000 and $270,000 in fiscal 1996 and 1995,
respectively. Cash paid for income taxes was $1,936,000 and $737,000 in fiscal
1996 and 1995, respectively;
Fiscal 1996 non-cash investing and financing activities include the receipt
of the $10,000,000 Convertible Note as partial consideration for the sale of
MediTek (see Note 2) and purchases of property, plant and equipment of
$1,343,000 which were financed by long-term debt;
Prior to the sale of MediTek in fiscal 1996, 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 by MediTek;
During fiscal 1995, non-cash investing and financing activities included
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; and
In fiscal 1996 and 1995, retained earnings were charged $10,836,000 and
$3,242,000, respectively, as a result of stock dividends and a stock split.
-8-
<PAGE>
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.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine months ended July 31, 1996 and 1995
RESULTS OF CONTINUING OPERATIONS
Fiscal 1996 third quarter net income from continuing operations of $1,053,000
($.19 per share) increased 105% over fiscal 1995 third quarter net income from
continuing operations of $514,000 ($.10 per share). Fiscal 1996 third quarter
net sales totaled $8,059,000, representing a 17% increase over sales of
$6,904,000 in the third quarter of fiscal 1995.
For the first nine months of fiscal 1996, net sales and net income from
continuing operations totaled $22,979,000 and $2,278,000 ($.43 per share),
respectively, representing a 23% increase over sales of $18,690,000 in the first
nine months of fiscal 1995 and a 134% increase over net income from continuing
operations of $973,000 ($.21 per share) in the first nine months of fiscal 1995.
The improved fiscal 1996 operating results are primarily attributable to
increased sales volume of jet engine replacement parts to the Company's
commercial airline industry customers and improved profit margins as discussed
below.
The Company's backlog totaled approximately $19 million as of July 31, 1996,
including $10 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 $15.5 million as of July 31, 1995 and
declined from $23 million as of October 31, 1995. The increase in current
backlog over that of July 31, 1995 is principally due to increased demand and
sales incentives offered by the Company. The decrease in current backlog from
that of October 31, 1995 is principally due to expiration of certain customer
contracts which have been replaced by orders pursuant to shorter term purchase
orders.
The Company's gross profit margins averaged 34.5% for the first nine months of
fiscal 1996 and 35.9% in the third quarter of fiscal 1996, as compared to 31.6%
and 31.9%, respectively, in the comparable nine-month and three-month periods of
fiscal 1995. The improvement in gross profit margins in the current year
reflects both favorable product mix and manufacturing cost reductions.
-10-
<PAGE>
Selling, general and administrative expenses in the first nine months of fiscal
1996 increased $276,000 over amounts in the same period of fiscal 1995 due
principally to increased general corporate expenses. However, selling, general
and administrative expenses declined as a percentage of consolidated net sales
to 22.1% and 20.0%, respectively, in the first nine months and third quarter of
fiscal 1996, down from 25.6% and 23.1%, respectively, in the comparable
nine-month and three-month periods of fiscal 1995.
Income from operations, which totaled $2,868,000 for the first nine months of
fiscal 1996 and $1,282,000 for the third quarter of fiscal 1996, increased
$1,754,000 and $674,000, respectively, over the same nine-month and three-month
periods of last year. The increases reflect the aforementioned sales increases
and gross profit margin improvements.
Interest and other income increased $111,000 from $506,000 in the first nine
months of fiscal 1995 to $617,000 in the first nine months of the current year
and increased $36,000 from $223,000 in the third quarter of fiscal 1995 to
$259,000 in the third quarter of fiscal 1996 due principally to an increase in
invested cash and the interest income from the $10 million Convertible Note
received in July 1996 as partial consideration for the sale of MediTek. See Note
2 of the Notes to Consolidated Condensed Financial Statements for further
information regarding the sale of MediTek.
The Company's effective tax rate on continuing operations decreased from 35.0%
for the first nine months of fiscal 1995 to 32.1% in the first nine months of
fiscal 1996 primarily due to the increased impact of tax benefits on higher
amounts of export sales.
The net income from discontinued operations for the nine and three months ended
July 31, 1996 was $963,000 and $236,000, respectively, and approximated the
level of net income from the discontinued operations in the same periods of
fiscal 1995. Net revenues of the health care operations for the nine and three
months ended July 31, 1996 totalled $11.4 million and $3.0 million,
respectively. Such amounts represent the net sales of MediTek through the
effective date of sale, July 1, 1996.
-11-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1996, net cash provided by operating
activities totaled $3.6 million as compared to $4.6 million in the first nine
months of fiscal 1995. Net cash provided by operations in the first nine months
of fiscal 1996 declined by approximately $1 million as compared with the first
nine months of last year primarily as a result of planned increases in
inventories to meet customer delivery requirements.
The Company's principal investing activities during the first nine months of
fiscal 1996 were the receipt of $13.5 million of cash as partial consideration
for the sale of MediTek, maturity of short-term investments of $2.9 million,
purchases of property, plant and equipment of $2.1 million and contingent note
payments of $1.1 million related to MediTek's acquisitions prior to its sale.
The Company's principal financing activities during the first nine months of
fiscal 1996 were the receipt of $1.3 million from the exercise of Company stock
options and scheduled payments of $.9 million on long-term debt.
As discussed in Note 2 of the Notes to Consolidated Condensed Financial
Statements, the Company has the right to demand prepayment of the $10 million
Convertible Note received in connection with the sale of MediTek until such time
as the common stock into which the note is convertible has been registered.
There have been no other material changes in the liquidity or the capital
resources of the Company since the end of fiscal 1995.
-12-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in previously reported
litigation involving the Company and its subsidiaries.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Computation of earnings per share.
Exhibit 27 - Financial Data Schedule (for SEC use only).
(b) The only report on Form 8-K filed by the Company during
the three months ended July 31, 1996 was dated July 11, 1996
and reported under Item 2, "Acquisition or Disposition of
Assets," the sale of all of the outstanding capital stock of
its wholly-owned subsidiary MediTek Health Corporation.
-13-
<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)
AUGUST 28, 1996 BY /s/THOMAS S. IRWIN
----------------- --------------------------------------
Date Thomas S. Irwin, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
-14-
EXHIBIT 11
<TABLE>
<CAPTION>
HEICO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
1996 (2) 1995 (2)
-------------------------- ---------------------------
FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED
------- ------- ------- -------
<S> <C> <C> <C> <C>
Nine months ended July 31:
Weighted average number of common
shares outstanding 4,698,134 4,698,134 4,555,766 4,555,766
Common Stock equivalents arising from
dilutive stock options (1) 617,725 643,871 197,316 257,048
--------- --------- --------- ---------
5,315,859 5,342,005 4,753,082 4,812,814
========= ========= ========= =========
Net income per share:
From continuing operations $0.43 $0.43 $0.21 $0.20
From discontinued operations 0.18 0.18 0.20 0.20
From gain on sale of dis-
continued operations 0.99 0.98 -- --
----- ----- ----- -----
Net income per share $1.60 $1.59 $0.41 $0.40
===== ===== ===== =====
Three months ended July 31:
Weighted average number of common
shares outstanding 4,761,737 4,761,737 4,587,498 4,587,498
Common Stock equivalents arising from
dilutive stock options (1) 806,513 806,513 376,484 376,484
--------- --------- --------- ---------
5,568,250 5,568,250 4,963,982 4,963,982
========= ========= ========= =========
Net income per share:
From continuing operations $0.19 $0.19 $0.10 $0.10
From discontinued operations 0.04 0.04 0.05 0.05
From gain on sale of dis-
continued operations 0.95 0.95 -- --
----- ----- ----- -----
Net income per share $1.18 $1.18 $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 10% stock
dividend paid on July 26, 1996 and the three-for-two split of common shares
distributed in April 1996 as well as a 10% stock dividend
paid in February 1996 (see Note 4 to the Consolidated Condensed Financial
Statements).
</FN>
</TABLE>
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Oct-31-1996
<PERIOD-START> Apr-30-1996
<PERIOD-END> Jul-31-1996
<CASH> 21,788,000
<SECURITIES> 0
<RECEIVABLES> 5,449,000
<ALLOWANCES> (323,000)
<INVENTORY> 6,583,000
<CURRENT-ASSETS> 36,080,000
<PP&E> 18,324,000
<DEPRECIATION> (13,579,000)
<TOTAL-ASSETS> 53,812,000
<CURRENT-LIABILITIES> 8,960,000
<BONDS> 2,645,000
0
0
<COMMON> 48,000
<OTHER-SE> 39,823,000
<TOTAL-LIABILITY-AND-EQUITY> 53,812,000
<SALES> 22,979,000
<TOTAL-REVENUES> 22,979,000
<CGS> 15,044,000
<TOTAL-COSTS> 20,111,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 129,000
<INCOME-PRETAX> 3,356,000
<INCOME-TAX> 1,078,000
<INCOME-CONTINUING> 2,278,000
<DISCONTINUED> 6,227,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,505,000
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.59
</TABLE>
