SEC Filing - Heico Corporation

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, 1999 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 each of the Registrant's classes of common stock as of June 2, 1999: Title of Class Shares Outstanding Common Stock, $.01 par value 8,475,532 Class A Common Stock, $.01 par value 7,229,383

HEICO CORPORATION INDEX Page No. Part I. Financial information: Consolidated Condensed Balance Sheets as of April 30, 1999 (unaudited) and October 31, 1998 2 Consolidated Condensed Statements of Operations (unaudited) for the six and three months ended April 30, 1999 and 1998 3 Consolidated Condensed Statements of Cash Flows (unaudited) for the six months ended April 30, 1999 and 1998 4 Notes to Consolidated Condensed Financial Statements (unaudited) 5 - 9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II. Other Information: Item 1. Legal Proceedings 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 6. Exhibits and Reports on Form 8-K 17 -1-

PART I. FINANCIAL INFORMATION HEICO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS April 30, October 31, 1999 1998 ------------- ------------- (Unaudited) Current assets: Cash and cash equivalents $ 17,674,000 $ 8,609,000 Short-term investments 5,548,000 2,051,000 Accounts receivable, net 22,138,000 19,422,000 Inventories 31,456,000 24,327,000 Prepaid expenses and other current assets 3,117,000 1,768,000 Deferred income taxes 1,241,000 2,010,000 ------------- ------------- Total current assets 81,174,000 58,187,000 ------------- ------------- Property, plant and equipment 37,819,000 30,823,000 Less accumulated depreciation (16,834,000) (16,028,000) ------------- ------------- Property, plant and equipment, net 20,985,000 14,795,000 ------------- ------------- Intangible assets less accumulated amortization of $3,100,000 and $1,186,000, respectively 71,858,000 53,964,000 ------------- ------------- Unexpended bond proceeds 1,795,000 2,252,000 ------------- ------------- Deferred income taxes 1,724,000 495,000 ------------- ------------- Other assets 5,480,000 3,368,000 ------------- ------------- Total assets $ 183,016,000 $ 133,061,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 398,000 $ 377,000 Trade accounts payable 7,498,000 6,158,000 Accrued expenses and other current liabilities 7,981,000 10,401,000 Income taxes payable 286,000 664,000 ------------- ------------- Total current liabilities 16,163,000 17,600,000 ------------- ------------- Long-term debt, net of current maturities 10,009,000 30,143,000 ------------- ------------- Other non-current liabilities 3,683,000 2,819,000 ------------- ------------- Total liabilities 29,855,000 50,562,000 ------------- ------------- Minority interest in consolidated subsidiary 19,550,000 14,892,000 ------------- ------------- Commitments and contingencies (Notes 3, 7, 10 and 11) Shareholders' equity: Preferred stock, par value $.01 per share; Authorized - 10,000,000 shares issuable in series; 200,000 designated as Series A Junior Participating Preferred Stock, none issued -- -- Common Stock, $.01 par value; Authorized - 30,000,000 shares; Issued and outstanding - 8,471,334 and 8,323,036 shares, respectively 85,000 83,000 Class A Common Stock, $.01 par value; Authorized - 30,000,000 shares; Issued and outstanding - 7,227,449 and 4,140,404 shares, respectively 72,000 41,000 Capital in excess of par value 92,649,000 34,474,000 Accumulated other comprehensive income (816,000) (1,142,000) Retained earnings 43,628,000 36,649,000 ------------- ------------- 135,618,000 70,105,000 Less: Note receivable from employee savings and investment plan (2,007,000) (2,498,000) ------------- ------------- Total shareholders' equity 133,611,000 67,607,000 ------------- ------------- Total liabilities and shareholders' equity $ 183,016,000 $ 133,061,000 ============= ============= SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -2-

HEICO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED SIX MONTHS ENDED APRIL 30, THREE MONTHS ENDED APRIL 30, ------------------------------- ------------------------------- 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Net sales $ 60,942,000 $ 42,456,000 $ 32,731,000 $ 22,673,000 ------------ ------------ ------------ ------------ Operating costs and expenses: Cost of sales 35,830,000 26,996,000 19,302,000 14,517,000 Selling, general and administrative expenses 10,563,000 7,481,000 5,657,000 3,998,000 ------------ ------------ ------------ ------------ Total operating costs and expenses 46,393,000 34,477,000 24,959,000 18,515,000 ------------ ------------ ------------ ------------ Operating income 14,549,000 7,979,000 7,772,000 4,158,000 Interest expense (821,000) (253,000) (225,000) (124,000) Interest and other income 547,000 1,099,000 321,000 585,000 ------------ ------------ ------------ ------------ Income before income taxes and minority interest 14,275,000 8,825,000 7,868,000 4,619,000 Income tax expense 5,151,000 2,990,000 2,844,000 1,584,000 ------------ ------------ ------------ ------------ Income before minority interest 9,124,000 5,835,000 5,024,000 3,035,000 Minority interest 1,831,000 1,102,000 934,000 584,000 ------------ ------------ ------------ ------------ Net income $ 7,293,000 $ 4,733,000 $ 4,090,000 $ 2,451,000 ============ ============ ============ ============ Net income per share: Basic $ .52 $ .38 $ .27 $ .20 ============ ============ ============ ============ Diluted $ .43 $ .31 $ .23 $ .16 ============ ============ ============ ============ Weighted average number of common shares outstanding: Basic 13,911,609 12,452,808 15,307,866 12,471,549 ============ ============ ============ ============ Diluted 16,845,280 15,509,149 18,158,909 15,708,522 ============ ============ ============ ============ Cash dividends per share $ .025 $ .025 ============ ============ SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -3-

HEICO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED SIX MONTHS ENDED APRIL 30, ------------------------------- 1999 1998 ------------ ------------ Cash flows from operating activities: Net income $ 7,293,000 $ 4,733,000 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 2,411,000 1,099,000 Deferred income taxes (636,000) (291,000) Deferred financing costs -- (25,000) Minority interest in consolidated subsidiary 1,831,000 1,102,000 Change in assets and liabilities, net of acquisitions: (Increase) in accounts receivable (1,418,000) (2,467,000) (Increase) in inventories (5,178,000) (4,709,000) (Increase) in prepaid expenses and other current assets (1,346,000) (809,000) (Increase) in unexpended bond proceeds (67,000) -- (Decrease) increase in trade payables, accrued expenses and other current liabilities (1,832,000) 4,724,000 (Decrease) in income taxes payable (378,000) (490,000) Other 239,000 (138,000) ------------ ------------ Net cash provided by operating activities 919,000 2,729,000 ------------ ------------ Cash flows from investing activities: Acquisitions, net of cash acquired (21,960,000) -- Net change in short-term investments (2,995,000) (4,492,000) Purchases of property, plant and equipment (6,977,000) (1,916,000) Payment received from employee savings and investment plan note receivable 491,000 444,000 Other (1,313,000) (72,000) ------------ ------------ Net cash (used in) investing activities (32,754,000) (6,036,000) ------------ ------------ Cash flows from financing activities: Proceeds from Class A Common Stock offering 56,187,000 -- Proceeds from the issuance of long-term debt: Proceeds from revolving credit facility 22,500,000 -- Bond reimbursement proceeds 513,000 931,000 Other -- 94,000 Principal payments on long-term debt (42,750,000) (234,000) Proceeds from the exercise of stock options 483,000 420,000 Tax benefit on stock option exercises 1,611,000 -- Repurchases of common stock (105,000) -- Cash dividends paid (315,000) (329,000) Additional minority interest investment 2 ,827,000 -- Other (51,000) -- ------------ ------------ Net cash provided by financing activities 40,900,000 882,000 ------------ ------------ Net increase (decrease) in cash and cash equivalents 9,065,000 (2,425,000) Cash and cash equivalents at beginning of year 8,609,000 24,199,000 ------------ ------------ Cash and cash equivalents at end of period $ 17,674,000 $ 21,774,000 ============ ============ SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -4-

HEICO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - UNAUDITED April 30, 1999 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, 1998. 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, statements of operations and cash flows for such interim periods presented. The results of operations for the six months ended April 30, 1999 are not necessarily indicative of the results which may be expected for the entire fiscal year. 2. In February and March 1999, the Company completed, through a public offering, the issuance of an aggregate of 2,994,050 shares of Class A Common Stock, including over-allotment options granted to the underwriters. The net proceeds of the offering to the Company were $56.2 million. A portion of the proceeds of the offering were used to repay the outstanding balance under the Company's Credit Facility and to acquire Air Radio & Instruments Corp. (Note 11). The remaining proceeds are being used for working capital and general corporate purposes, including possible acquisitions. 3. Effective December 4, 1998, the Company, through a subsidiary, acquired substantially all of the assets of Rogers-Dierks, Inc. (Rogers-Dierks). In consideration of this acquisition, the Company paid $14.2 million in cash, and committed to pay $1.1 million in deferred payments over the next two years. The source of the purchase price was proceeds from the Company's Credit Facility. Subject to meeting certain earnings objectives, the former shareholders of Rogers-Dierks could receive additional consideration of up to $7.3 million payable in cash or shares of the Company's Class A Common Stock. This acquisition has been accounted for using the purchase method of accounting and the results of operations of Rogers-Dierks were included in the Company's results effective December 4, 1998. Had Rogers-Dierks been acquired as of the beginning of fiscal 1998, the pro forma consolidated results would not have been materially different from the reported results. Rogers-Dierks formerly designed and manufactured FAA-approved, factory-new jet engine replacement parts for sale to commercial airlines. The Company has continued to use the acquired assets for the same purposes as formerly used by Rogers-Dierks. Subsequent to the closing of the transaction, Lufthansa Technik AG (Lufthansa) made an additional investment of approximately $3 million in HEICO Aerospace Holdings Corp. (HEICO Aerospace) representing 20% of the initial cash consideration. -5-

Effective February 4, 1999, the Company, through its subsidiary Radiant Power Corp., acquired the assets of the Radiant Power product line from Derlan, Inc. In consideration of this acquisition, the Company paid $6.4 million in cash. The source of the purchase price was proceeds from the Company's Credit Facility. The acquisition is being accounted for using the purchase method of accounting and the results of operations of Radiant were included in the Company's results effective February 4, 1999. Had Radiant been acquired as of the beginning of fiscal 1998, the proforma consolidated results would not have been materially different from the reported results. The Radiant Power product line includes back-up power supplies and battery packs for a variety of commercial aircraft applications. 4. Short-term investments consist of equity securities with an aggregate cost of $6,859,000 and $3,864,000 as of April 30, 1999 and October 31, 1998, respectively. These investments are classified as available-for-sale and stated at a fair value of $5,548,000 and $2,051,000 as of April 30, 1999 and October 31, 1998, respectively. The gross unrealized losses were $1,311,000 and $1,813,000 as of April 30, 1999 and October 31, 1998, respectively. Unrealized gains and losses, net of deferred taxes, are reflected as a component of comprehensive income. Gross realized gains on sales of securities classified as available-for-sale, using the average cost method, were $288,000 in fiscal 1998 and zero in the first six months of fiscal 1999. There were no realized losses during these periods. 5. Accounts receivable are composed of the following: APRIL 30, 1999 OCTOBER 31, 1998 --------------- ---------------- Accounts receivable $ 22,564,000 $ 19,681,000 Less allowance for doubtful accounts (426,000) (259,000) --------------- ---------------- Accounts receivable, net $ 22,138,000 $ 19,422,000 =============== ================ Revenue amounts set forth in the accompanying Consolidated Condensed Statements of Operations do not include any material amounts in excess of billings relating to long-term contracts. Inventories are comprised of the following: APRIL 30, 1999 OCTOBER 31, 1998 --------------- ---------------- Finished products $ 12,656,000 $ 9,306,000 Work in process 7,428,000 5,213,000 Materials, parts, assemblies and supplies 11,372,000 9,808,000 --------------- ---------------- Total inventories $ 31,456,000 $ 24,327,000 =============== ================ Inventories related to long-term contracts were not significant as of April 30, 1999 and October 31, 1998. -6-

6. Long-term debt consists of: APRIL 30, 1999 OCTOBER 31, 1998 --------------- ---------------- Borrowings under revolving credit facility $ -- $ 20,000,000 Industrial Development Revenue Bonds - Series 1997A 3,000,000 3,000,000 Industrial Development Revenue Bonds - Series 1997C 995,000 995,000 Industrial Development Revenue Bonds - Series 1996 3,500,000 3,500,000 Industrial Development Revenue Refunding Bonds - Series 1988 1,980,000 1,980,000 Equipment loans 932,000 1,045,000 ------------ ------------ 10,407,000 30,520,000 Less current maturities (398,000) (377,000) ------------ ------------ $ 10,009,000 $ 30,143,000 ============ ============ In July 1998, the Company entered into a $120 million revolving credit facility (Credit Facility) with a bank syndicate. Funds are available for funding acquisitions, working capital and general corporate requirements on a revolving basis through July 2001. In February 1999, the Company repaid $42.5 million outstanding under the Credit Facility with a portion of the proceeds from the equity offering (Note 2). The weighted average interest rate for the six months ended April 30, 1999 was approximately 6%. The industrial development revenue bonds represent bonds issued by Broward County, Florida in 1996 (Series 1996 bonds) and in 1988 (Series 1988 bonds), and bonds issued by Manatee County, Florida in 1997 (Series 1997A and Series 1997C bonds). As of April 30, 1999, unexpended proceeds of the Series 1997A and 1997C bonds of $293,000, including investment earnings, are held by the trustee and are available for future qualified expenditures. The Series 1997A and 1997C bonds bear interest at 4.15% as of April 30, 1999. As of April 30, 1999, unexpended proceeds of the Series 1996 bonds of $1,502,000, including investment earnings, are held by the trustee and are available for future qualified expenditures. The Series 1996 and Series 1988 bonds bear interest as of April 30, 1999, at 4.15% and 4.05%, respectively. Equipment loans bear interest at rates ranging from 8.25% to 8.75% as of April 30, 1999. 7. On January 22, 1999, the Company received notice of a proposed adjustment pursuant to an examination by the Internal Revenue Service of the Company's fiscal 1995 and 1996 tax returns, disallowing the utilization of a $4.6 million capital loss carryforward to offset the gain recognized by the Company in connection with the sale of its health care operations in July 1996. The Company disputes such proposed adjustment, which would result in additional taxes of approximately $1.8 million on the gain on the sale of the discontinued health care operations. -7-

8. Research and development expenses for the first six months of fiscal 1999 and 1998 totaled $550,000 in each of the six month periods. The expenses for the first six months of 1999 and 1998 are net of $3.3 million and $1.5 million, respectively, received from Lufthansa pursuant to a research and development cooperation agreement entered into on October 30, 1997. Amounts received from Lufthansa and not used as of April 30, 1999 and 1998 were $588,000 and $990,000, respectively, and are recorded as a component of accrued expenses and other current liabilities in the consolidated condensed balance sheets. 9. Effective November 1, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The Company's comprehensive income consists of: SIX MONTHS ENDED APRIL 30, THREE MONTHS ENDED APRIL 30, --------------------------- ---------------------------- 1999 1998 1999 1998 ----------- ------------ ------------ -------------- Net income $ 7,293,000 $ 4,733,000 $ 4,090,000 $ 2,451,000 Other comprehensive income Unrealized holding gain (loss) on investments 502,000 616,000 (975,000) 616,000 Tax (expense) benefit (176,000) (237,000) 374,000 (237,000) ----------- ----------- ----------- ----------- Comprehensive income $ 7,619,000 $ 5,112,000 $ 3,489,000 $ 2,830,000 =========== =========== =========== =========== Accumulated other comprehensive income as of April 30, 1999 and October 31, 1998 includes unrealized gain (loss) on investments as follows: ACCUMULATED OTHER COMPREHENSIVE INCOME -------------------- Balance, October 31, 1997 $ -- Unrealized holding (loss) on investments, net of tax benefit of $671,000 (1,142,000) ----------- Balance, October 31, 1998 (1,142,000) Unrealized holding gain on investments, net of tax expense of $176,000 326,000 ----------- Balance, April 30, 1999 $ (816,000) =========== 10. In November 1989, HEICO Aerospace Corporation and Jet Avion were named defendants in a complaint filed by United Technologies Corporation (UTC) in the United States District Court for the Southern District of Florida. All counts of UTC's complaint that were not previously withdrawn by UTC have been dismissed by the court. UTC's appeal rights have not yet expired. The complaint, as amended in fiscal 1995, alleged infringement of a patent, misappropriation of trade secrets and unfair competition relating to certain jet engine parts and coatings sold by Jet Avion in competition with Pratt & Whitney, a division of UTC. UTC sought approximately $8 million in damages for the patent infringement and approximately $30 million in damages for the misappropriation of trade secrets and unfair competition claims. The aggregate damages referred to in the preceding sentence did not exceed approximately $30 million because a portion of the misappropriation and unfair competition damages duplicate the patent infringement damages. UTC also sought, among other things, pre-judgment interest and treble damages. -8-

In July and November 1995, the Company filed its answers to UTC's complaint denying the allegations. In addition, the Company filed counterclaims against UTC for, among other things, malicious prosecution, trade disparagement, tortious interference, unfair competition and antitrust violations. The Company is seeking treble, compensatory and punitive damages in amounts to be determined at trial. UTC filed an answer denying the counterclaims. No trial date is currently set. The ultimate outcome of this litigation is not certain at this time and no provision for gain or loss, if any, has been made in the consolidated financial statements. In May 1998, the Company and its HEICO Aerospace Corporation and Jet Avion Corporation subsidiaries were served with a lawsuit by Travelers Casualty & Surety Co., f/k/a The Travelers Casualty and Surety Co. (Travelers). The complaint seeks reimbursement of legal fees and costs totaling in excess of $15 million paid by Travelers in defending the Company in the above referenced litigation with UTC. In addition, Travelers seeks a declaratory judgement that the Company did not and does not have insurance coverage under certain insurance policies with Travelers and accordingly, that Travelers did not have and does not have a duty to defend or indemnify the Company under such policies. Also named as defendants in Travelers' lawsuit are UTC and one of the law firms representing the Company in the UTC litigation. The Company intends to vigorously defend Travelers' claim and believes that it has significant counterclaims for damages. After taking into consideration legal counsel's evaluation of Travelers' claim, management is of the opinion that the outcome of the Travelers litigation will not have a significant adverse effect on the Company's consolidated financial statements. The Company is involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, management is of the opinion that the outcome of these other matters will not have a significant effect on the Company's consolidated financial statements. 11. Effective May 1, 1999, the Company, through a subsidiary, acquired all of the outstanding stock of Air Radio & Instruments Corp. (Air Radio). In consideration of this acquisition, the Company paid $3.5 million in cash at the closing. Subject to meeting certain earnings objectives, the former shareholders of Air Radio could receive additional consideration of up to $1.25 million. The purchase price will be adjusted based on the final determination of the actual net worth of the net assets acquired as of the effective date. The acquisition is being accounted for using the purchase method of accounting and the results of operations of Air Radio will be included in the Company's results effective May 1, 1999 as part of the Company's Flight Support Group. Air Radio is engaged in the overhaul and repair of avionics, instruments and electronic equipment for commercial aircraft. -9-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Our results of operations during the current period and prior fiscal year have been affected by a number of significant transactions. This discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Condensed Financial Statements and Notes thereto included herein. For further information regarding the acquisitions discussed below, see Notes 3 and 11 to our Condensed Consolidated Financial Statements. These acquisitions have been accounted for using the purchase method of accounting and are included in the Company's results of operations from the date of acquisition. Effective December 4, 1998, through our Flight Support Group, we acquired Rogers-Dierks for approximately $14.2 million in cash and approximately $1.1 million in deferred payments over the next two years, with additional contingent consideration of up to approximately $7.3 million payable in cash or shares of our Class A Common Stock. Subsequent to the closing of the transaction, Lufthansa made an additional investment of approximately $3 million in HEICO Aerospace representing 20% of the initial cash consideration. Effective February 4, 1999, through our Electronics & Ground Support Group (formerly referred to as the Ground Support Group), we acquired the assets of the Radiant Power product line from Derlan, Inc. for $6.4 million in cash. In February and March 1999, we completed, through a public offering, the issuance of an aggregate of 2,994,050 shares of Class A Common Stock resulting in net proceeds to the Company of $56.2 million. A portion of the proceeds of the offering were used to repay $42.5 million outstanding under our Credit Facility and to acquire Air Radio. The remaining proceeds are being used for working capital and general corporate purposes, including possible acquisitions. Effective May 1, 1999, through our Flight Support Group, we acquired Air Radio for approximately $3.5 million in cash with additional contingent consideration of up to approximately $1.25 million. -10-

RESULTS OF OPERATIONS For the periods indicated, the following table sets forth net sales by product and the percentage of net sales represented by the respective items in the Company's Consolidated Condensed Statements of Operations. SIX MONTHS ENDED APRIL 30, THREE MONTHS ENDED APRIL 30, -------------------------- ----------------------------- 1999 1998 1999 1998 ---------- --------- ------------ ------------ (Dollar amounts in thousands) Net sales Flight Support $ 43,018 $ 29,334 $ 22,250 $ 15,404 Electronics & Ground Support 17,924 13,122 10,481 7,269 --------- --------- --------- --------- $ 60,942 $ 42,456 $ 32,731 $ 22,673 ========= ========= ========= ========= Net sales 100.0% 100.0% 100.0% 100.0% Gross profit 41.2% 36.4% 41.0% 35.8% Selling, general and administrative expenses 17.3% 17.6% 17.3% 17.6% Operating income 23.9% 18.8% 23.7% 18.3% Interest expense 1.3% .6% .7% .5% Interest and other income .9% 2.6% 1.0% 2.6% Income tax expense 8.5% 7.0% 8.7% 7.0% Minority interest 3.0% 2.6% 2.9% 2.6% Net income 12.0% 11.1% 12.5% 10.8% COMPARISON OF FIRST SIX MONTHS OF 1999 TO FIRST SIX MONTHS OF 1998 NET SALES Net sales for the first six months of 1999 totaled $60.9 million, up 44% when compared to sales for the first six months of 1998 of $42.5 million. The increase in sales for the first six months of 1999 reflects an increase of $13.7 million (a 47% increase) to $43.0 million from the Company's Flight Support products and services. This increase includes sales of McClain International, Inc. (McClain), Associated Composite, Inc. (Associated) and Rogers-Dierks (each acquired during the period July to December 1998) aggregating $9.0 million, with the balance reflecting increased sales volumes of repair and overhaul services for, and jet engine replacement parts to, the Company's commercial airline industry customers and favorable sales price terms under certain contracts. The net sales increase also reflects an increase of $4.8 million (a 37% increase) to $17.9 million in revenues from the Company's Electronics & Ground Support products. This increase is principally due to sales of new products and increased market penetration and also includes sales of Radiant (acquired in February 1999) totaling $945,000. GROSS PROFITS AND OPERATING EXPENSES The Company's gross profit margins averaged 41.2% for the first six months of 1999 as compared to 36.4% for the first six months of 1998. This increase reflects an improvement in gross margins in the Flight Support operations resulting from higher gross profit margins contributed by the newly-acquired McClain and Rogers-Dierks operations as well as the reimbursement of research and development costs from Lufthansa, favorable sales price terms under certain contracts and cost controls. -11-

Selling, general and administrative (SG&A) expenses were $10.6 million for the first six months of 1999 and $7.5 million for the first six months of 1998. The increase results from the inclusion of SG&A expenses of McClain, Associated, Rogers-Dierks and Radiant, including additional goodwill amortization, and higher general corporate expenses. As a percentage of net sales, SG&A expenses declined to 17.3% for the first six months of 1999 from 17.6% for the first six months of 1998 reflecting continuing efforts to control costs while increasing revenues. OPERATING INCOME Operating income increased $6.6 million to $14.5 million (an 82% increase) for the first six months of 1999 from $8.0 million for the first six months of 1998. The improvement in operating income was due primarily to increases in sales and gross profits of the Flight Support and Electronics & Ground Support operations discussed above. INTEREST EXPENSE Interest expense increased $568,000 to $821,000 from the first six months of 1998 to the first six months of 1999. The increase was principally due to increased outstanding debt balances during the period related to borrowings on the Company's Credit Facility used principally to finance the Company's acquisitions. INTEREST AND OTHER INCOME Interest and other income decreased $552,000 to $547,000 from the first six months of 1998 to the first six months of 1999 due principally to the decrease in invested funds used for the acquisition of McClain in July 1998. MINORITY INTEREST Minority interest represents the 20% minority interest held by Lufthansa which increased from the first six months of 1999 to the first six months of 1998 due to higher net income of the Flight Support Group. NET INCOME The Company's net income totaled $7.3 million, or $.43 per diluted share, in the first six months of 1999, improving 54% from net income of $4.7 million, or $.31 per diluted share, in the first six months of 1998. The improvement in net income for the first six months of 1999 over the first six months of 1998 is primarily attributable to the increased sales and operating income partially offset by higher interest costs and the increase in minority interest in earnings of the Flight Support Group discussed above. -12-

COMPARISON OF SECOND QUARTER 1999 TO SECOND QUARTER 1998 NET SALES Net sales for the second quarter 1999 totaled $32.7 million, up 44% when compared to the second quarter 1998 net sales of $22.7 million. The increase in second quarter 1999 sales reflects an increase of $6.9 million (a 44% increase) to $22.3 million from the Company's Flight Support products and services. This increase includes sales of McClain, Associated and Rogers-Dierks (each acquired during the period July to December 1998) aggregating $4.7 million, with the balance reflecting increased sales volumes of repair and overhaul services for, and jet engine replacement parts to, the Company's commercial airline industry customers and favorable sales price terms under certain contracts. The net sales increase also reflects an increase of $3.2 million (a 44% increase) to $10.5 million in revenues from the Company's Electronics & Ground Support products. This increase is principally due to sales of new products and increased market penetration and also includes the aforementioned sales of Radiant totaling $945,000. GROSS PROFITS AND OPERATING EXPENSES The Company's gross profit margins averaged 41.0% for the second quarter 1999 as compared to 35.8% for the second quarter 1998. This increase reflects an improvement in gross margins in the Flight Support operations resulting from higher gross profit margins contributed by the newly-acquired McClain and Rogers-Dierks operations as well as the reimbursement of research and development costs from Lufthansa, favorable sales price terms under certain contracts and cost controls. Selling, general and administrative (SG&A) expenses were $5.7 million for the second quarter 1999 and $4.0 million for the second quarter 1998. The increase results from the inclusion of SG&A expenses of McClain, Associated, Rogers-Dierks and Radiant, including additional goodwill amortization, and higher general corporate expenses. As a percentage of net sales, SG&A expenses declined to 17.3% for the second quarter 1999 from 17.6% for the second quarter 1998 reflecting continuing efforts to control costs while increasing revenues. OPERATING INCOME Operating income increased $3.6 million to $7.8 million (an 87% increase) for the second quarter 1999 from $4.2 million for the second quarter 1998. The improvement in operating income was due primarily to increases in sales and gross profits of the Flight Support and Electronics & Ground Support operations discussed above. INTEREST EXPENSE Interest expense increased $101,000 to $225,000 from the second quarter 1998 to the second quarter 1999. The increase was principally due to increased outstanding debt balances during the period related to borrowings on the Company's Credit Facility used principally to finance the Company's acquisitions. -13-

INTEREST AND OTHER INCOME Interest and other income decreased $264,000 to $321,000 from the second quarter 1998 to the second quarter 1999 due principally to the decrease in invested funds used for the acquisition of McClain in July 1998. MINORITY INTEREST Minority interest represents the 20% minority interest held by Lufthansa which increased from the second quarter 1999 to the second quarter of 1998 due to higher net income of the Flight Support Group. NET INCOME The Company's net income totaled $4.1 million, or $.23 per diluted share, in the second quarter 1999, improving 67% from net income of $2.5 million, or $.16 per diluted share, in the second quarter 1998. The improvement in net income for the second quarter 1999 over the second quarter 1998 is primarily attributable to the increased sales and operating income partially offset by higher interest costs and the increase in minority interest in earnings of the Flight Support Group discussed above. INFLATION The Company has generally experienced increases in its costs of labor, materials and services consistent with overall rates of inflation. The impact of such increases on the Company's net income has been generally minimized by efforts to lower costs through manufacturing efficiencies and cost reductions. LIQUIDITY AND CAPITAL RESOURCES The Company generates cash primarily from operating activities and financing activities, including borrowings under long-term credit agreements and proceeds from the issuance of industrial development revenue bonds. Principal uses of cash by the Company include payments of interest and principal on debt, capital expenditures, increases in working capital and acquisitions. The Company believes that operating cash flow, proceeds from the Class A Common Stock offering and available borrowings under the Company's Credit Facility will be sufficient to fund cash requirements for the foreseeable future. -14-

OPERATING ACTIVITIES The Company's cash flow from operations was $919,000 for the first six months of 1999, principally reflecting net income of $7.3 million, adjustments for depreciation and amortization and minority interest of $2.4 million and $1.8 million, respectively, offset by an increase in working capital of $10.2 million. The increase in working capital primarily resulted from an increase in inventories of $5.2 million to meet increased sales orders. INVESTING ACTIVITIES The principal cash used in investing activities in the first six months of 1999 was cash used in the acquisition of Rogers-Dierks and Radiant totaling $14.3 million and $6.7 million, respectively. Purchases of property, plant and equipment totaled $7.0 million representing the purchase of a new facility and improvements to existing facilities in our Flight Support Group. The Company also purchased short-term investments totaling $3.2 million. FINANCING ACTIVITIES The Company's principal financing activities during the first six months of 1999 included proceeds from the Class A Common Stock offering of $56.2 million and long-term debt of $23 million, including $22.5 million from the Company's Credit Facility primarily to fund business acquisitions. In addition, the Company received $2.8 million from Lufthansa representing its additional minority interest investment required to maintain its 20% equity position in the Flight Support Group due to the acquisition of Rogers-Dierks and a $1.6 million tax benefit related to stock option exercises. The Company repaid the $42.5 million outstanding balance on its Credit Facility from proceeds of the equity offering. IMPACT OF THE YEAR 2000 Many older computer software programs refer to years in terms of their final two digits only. Such programs may interpret the year 2000 to mean the year 1900 instead. If not corrected, those programs could cause date-related transaction failures. We developed a compliance assurance process to address this concern. A project team has performed a detailed assessment of all internal computer systems and, as discussed below, is developing and implementing plans to correct the problems. We expect these projects to be successfully completed during 1999. Year 2000 problems could affect our research and development, production, distribution, financial, administrative and communication operations. Systems critical to our business which have been identified as non-Year 2000 compliant are either being replaced or corrected through programming modifications. In addition, the project team is looking at Year 2000 readiness from other aspects of our business, including customer order-taking, manufacturing, raw materials supply and plant process equipment. Our goal is to have our remediated and replaced systems operational by June 1999 to allow time for testing and verification. In addition to our in-house efforts, we have asked vendors, major customers, service suppliers, communications providers and banks whose systems failures potentially could have a significant impact on our operations to verify their Year 2000 readiness. -15-

As part of our compliance process we are developing a contingency plan for those areas that are critical to the Company's business. These plans will be designed to mitigate serious disruptions to our business flow beyond the end of 1999, and will operate independently of our external providers' Year 2000 compliance. The major drive for contingency planning has been in the first half of 1999, with the expectation that our business groups will have plans in place by June 1999. Based on our current plans and efforts to date, we do not anticipate that Year 2000 problems will have a material effect on our results of operations or financial condition. External and internal costs specifically associated with modifying internal use software for Year 2000 compliance are expensed as incurred. To date, we have spent less than $100,000 on this project. Costs to be incurred in the remainder of 1999 to fix Year 2000 problems are estimated at less than $100,000. Such costs do not include normal system upgrades and replacements. We do not expect the costs relating to Year 2000 remediation to have a material effect on our results of operations or financial condition. The above expectations are subject to uncertainties. For example, if we are unsuccessful in identifying or fixing all Year 2000 problems in our critical operations, or if we are affected by the inability of suppliers or major customers to continue operations due to such a problem, our results of operations or financial condition could be materially impacted. The total costs that we incur in connection with the Year 2000 problems will be influenced by our ability to successfully identify Year 2000 systems' flaws, the nature and amount of programming required to fix the affected programs, the related labor and/or consulting costs for such remediation, and the ability of third parties with whom we have business relationships to successfully address their own Year 2000 concerns. These and other unforeseen factors could have a material adverse effect on our results of operations or financial conditions. NEW ACCOUNTING STANDARDS Effective November 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The Company's accumulated other comprehensive income as of April 30, 1999 and October 31, 1998 included unrealized holding gain (loss) from investments. -16-

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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders held on March 16, 1999, the Company's shareholders elected eight directors and approved a proposal to amend the 1993 Stock Option Plan (the Plan) to increase the number of shares issuable pursuant to the Plan. The number of votes cast for and withheld for each nominee for director were as follows: DIRECTOR FOR WITHHELD -------- --- -------- Jacob T. Carwile 8,074,489 68,596 Samuel L. Higginbottom 8,074,489 68,596 Eric A. Mendelson 8,073,449 69,636 Laurans A. Mendelson 8,075,004 68,081 Victor H. Mendelson 8,073,607 69,478 Albert Morrison, Jr 8,074,489 68,596 Dr. Alan Schriesheim 8,075,004 68,081 Guy C. Shafer 8,074,489 68,596 The number of votes cast for and against the proposal to amend the Plan, as well as the number of absentations, were as follows: For: 6,775,908; Against: 1,307,350; and Abstain: 59,828. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (4) Amendment No. 3 to the HEICO Corporation Combined Stock Option Plan (27) Financial data schedule -17-

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) JUNE 11, 1999 BY /s/ THOMAS S. IRWIN - ---------------------- ------------------------------------- Date Thomas S. Irwin, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -18-

EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- (4) Amendment No. 3 to the HEICO Corporation Combined Stock Option Plan (27) Financial data schedule

Exhibit 4 AMENDMENT NO. 3 TO THE HEICO CORPORATION COMBINED STOCK OPTION PLAN WHEREAS, on March 16, 1999, the Board of Directors of HEICO Corporation (the "Board") approved an Amendment to the HEICO Combined Stock Option Plan (the "Plan") amending Section 9 of the Plan (Exercise of Options); NOW THEREFORE, in accordance with the terms of the Plan, the Plan is hereby amended as follows: 1. Section 9 of the HEICO Corporation Combined Stock Option Plan is hereby amended to read in its entirety: 9. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, and (iii) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee's payment to the Company of the amount, if any, that is necessary for the Company or Subsidiary employing the Optionee to withhold in accordance with applicable Federal or state tax withholding requirements. The consideration to be paid for the Shares to be issued upon exercise of an Option, as well as the method of payment of the exercise price and of any withholding and employment taxes applicable thereto, shall be determined by the Committee or the Board and may, in the discretion of the Committee or the Board, consist of: (1) cash, (2) certified or official bank check, (3) money order, (4) Shares that have been held by the Optionee for at least six (6) months (or such other Shares, including the withholding of Shares issuable upon exercise of the Option, as the Company determines will not cause the Company to recognize for a financial accounting purposes a charge for compensation expense, (5) pursuant to a "cashless exercise" procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Board or the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or a margin loan sufficient to pay the exercise price and any applicable income or employment taxes, (6) promissory note, or (7) in such other consideration as the Committee or the Board deems appropriate, or by a combination of the above. In the case of an Incentive Stock Option, the permissible methods of payment shall be specified at the time the Option is granted. The Committee or the Board in its sole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid in whole or in part with Shares, or through the withholding of Shares issuable upon exercise of the Option, the value of the Shares surrendered or withheld shall be their Fair Market Value on the date the Option is exercised. The Company in its sole discretion may, on an individual basis or pursuant to a general program established in connection with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain

the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any tax liability of the Optionee attributable to such exercise. If the exercise price is paid in whole or part with Optionee's promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of such Option or such other collateral as the Board shall require, (iii) bear interest at the prime rate of the Company's principal lender, and (iv) contain such other terms as the Board in its sole discretion shall reasonably require. No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided herein. 2. The effective date of this Amendment No. 3 to the Plan shall be March 16, 1999. IN WITNESS WHEREOF, HEICO Corporation has caused this Amendment to be executed this 16th day of March, 1999. HEICO Corporation BY: /s/ LAURANS A. MENDELSON ------------------------------------ Laurans A. Mendelson Chairman of the Board, President and Chief Executive Officer ATTEST: /s/ ELIZABETH R. LETENDRE --------------------------------------- Elizabeth R. Letendre Corporate Secretary

5 6-MOS OCT-31-1999 APR-30-1999 17,674,000 5,548,000 22,564,000 (426,000) 31,456,000 81,174,000 37,819,000 (16,834,000) 183,016,000 16,163,000 9,475,000 0 0 157,000 133,454,000 183,016,000 60,942,000 60,942,000 35,830,000 46,393,000 0 0 821,000 14,275,000 5,151,000 7,293,000 0 0 0 7,293,000 .52 .43