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HEICO CORP : Results of Operations and Financial Condition, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

04/15/2020 | 04:43pm

Item 2.02. Results of Operations and Financial Condition.

On April 15, 2020, HEICO Corporation (the "Company") issued a press release
announcing the withdrawal of its 2020 financial guidance due to the COVID-19
crisis (the "Crisis"). The Company also announced certain other actions the
Company has taken and intends to take in response to the economic uncertainty
resulting from the Crisis. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2020, the Company announced certain cost reduction efforts in light
of the Crisis and the related impact on its business. As such, the following
executive officers have reduced their salary by 20%, on a temporary basis during
the Crisis.

Name Position

Laurans A. Mendelson Chairman of the Board; Chief Executive Officer; and

Eric. A. Mendelson Co-President and Director; President and Chief Executive
Officer of the HEICO Flight Support Group

Victor H. Mendelson Co-President and Director; President and Chief Executive
Officer of the HEICO Electronic Technologies Group

Thomas S. Irwin Senior Executive Vice President

Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and

Steven M. Walker Chief Accounting Officer and Assistant Treasurer

In addition, the Company's Board of Directors reduced their compensation by 20%,
on a temporary basis during the Crisis.


Item 8.01. Other Events.

In addition, this report is being filed to supplement the risk factors described
in Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the
year ended October 31, 2019.

The Company is subject to risks arising from the recent COVID-19 crisis (the

The recent Crisis has spread across the globe and is impacting worldwide
economic activity. A pandemic, including COVID-19 or other public health
epidemic, poses the risk that HEICO or its employees, customers, suppliers,
manufacturers and other commercial partners may be prevented from conducting
business activities for an indefinite period of time, including due to the
spread of the disease or shutdowns requested or mandated by governmental
authorities. While it is not possible at this time to estimate the full impact
that the Crisis could have on HEICO's business, the continued spread of COVID-19
could disrupt its customers' businesses, supply chain and the manufacture or
shipment of its products, and its other activities, which could have a material
adverse effect on its business, financial condition and results of operations.

Cautionary Statement Regarding Forward-Looking Statements.

Certain statements in this Current Report on Form 8-K constitute forward-looking
statements, which are subject to risks, uncertainties and contingencies. HEICO's
actual results may differ materially from those expressed in or implied by those
forward-looking statements as a result of factors including: the severity,
magnitude and duration of the Crisis; HEICO's liquidity and the amount and
timing of cash generation; the continued decline in commercial air travel caused
by the Crisis, airline fleet changes or airline purchasing decisions, which
could cause lower demand for our goods and services; product specification costs
and requirements, which could cause an increase to our costs to complete
contracts; governmental and regulatory demands, export policies and
restrictions, reductions in defense, space or homeland security spending by U.S.
and/or foreign customers or competition from existing and new competitors, which
could reduce our sales; our ability to introduce new products and services at
profitable pricing levels, which could reduce our sales or sales growth; product
development or manufacturing difficulties, which could increase our product
development and manufacturing costs and delay sales; our ability to make
acquisitions and achieve operating synergies from acquired businesses; customer
credit risk; interest, foreign currency exchange and income tax rates; economic
conditions within and outside of the aviation, defense, space, medical,
telecommunications and electronics industries, which could negatively impact our
costs and revenues; and defense spending or budget cuts, which could reduce our
defense-related revenue. Parties receiving this material are encouraged to
review all of HEICO's filings with the Securities and Exchange Commission,
including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K.
HEICO undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise,
except to the extent required by applicable law.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit Description

99.1 Press release dated April 15, 2020

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)


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