UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number: 001-04604 HEICO CORPORATION (Exact name of registrant as specified in its charter) Florida 65-0341002 (State or other jurisdi ...

For the quarter ended January 2024, Heico Corporation (HEI) reported revenue of $896.36 million, up 44.4% over the same period last year. EPS came in at $0.82, compared to $0.67 in the year-ago quarter. The reported revenue represents a surprise of +2.40% over the Zacks Consensus Estimate of $875.38 million. With the consensus EPS estimate being $0.73, the EPS surprise was +12.33%. While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to de ...

Heico Corporation (HEI) came out with quarterly earnings of $0.82 per share, beating the Zacks Consensus Estimate of $0.73 per share. This compares to earnings of $0.67 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 12.33%. A quarter ago, it was expected that this company would post earnings of $0.70 per share when it actually produced earnings of $0.84, delivering a surprise of 20%.Over the last four quarters, the company ha ...

EXHIBIT 99.1 February 26, 2024 Victor H. Mendelson (305) 374-1745 ext. 7590 Carlos L. Macau, Jr. (954) 987-4000 ext. 7570 HEICO CORPORATION REPORTS STRONG GROWTH OF 44% IN NET SALES, 39% IN OPERATING INCOME AND 23% IN NET INCOME FOR THE FIRST QUARTER OF FISCAL 2024 HOLLYWOOD, FL and MIAMI, FL -- HEICO CORPORATION (NYSE: HEI.A) (NYSE: HEI) today reported an increase in net income of 23% to $114.7 million, or $.82 per diluted share, in the first quarter of fiscal 2024, up from $93.0 million, or $.67 per dilut ...

In its upcoming report, Heico Corporation (HEI) is predicted by Wall Street analysts to post quarterly earnings of $0.73 per share, reflecting an increase of 9% compared to the same period last year. Revenues are forecasted to be $875.38 million, representing a year-over-year increase of 41%.The consensus EPS estimate for the quarter has undergone an upward revision of 0.5% in the past 30 days, bringing it to its present level. This represents how the covering analysts, as a whole, have reassessed their ini ...

The market expects Heico Corporation (HEI) to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended January 2024. This widely-known consensus outlook is important in assessing the company's earnings picture, but a powerful factor that might influence its near-term stock price is how the actual results compare to these estimates.The earnings report, which is expected to be released on February 26, 2024, might help the stock move higher if these key num ...

BLACKSBURG, Va., Feb. 14, 2024 /PRNewswire/ -- VPT, Inc., a HEICO company (NYSE:HEI.A) (NYSE:HEI), announces the addition of the VSC100-2800S to the award-winning VSC Series of space COTS DC-DC converters. Designed for the "NewSpace" market, the VSC Series complements VPT's hermetic hybrid SV / SVL Series of rad hard products available on DLA SMDs. The VSC Series is intended for use in commercial rad tolerant satellite applications and NASA Class D missions where the balance of cost and guaranteed performan ...

BEVERLY HILLS, Calif., Jan. 24, 2024 (GLOBE NEWSWIRE) -- Kenn Ricci, Founder and Principal of Directional Aviation Capital and Chairman of Flexjet, Inc., presented Laurens "Larry" Mendelson, CEO of leading publicly-traded aviation and aerospace parts, components and technology manufacturer HEICO Corp. (NYSE:HEI), with the Living Legends of Aviation Kenn Ricci Lifetime Aviation Entrepreneur Award at the 21st annual awards ceremony held  in Beverly Hills, California. The annual event serves as one of the larg ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) HEICO manufactures FAA-approved aerospace parts and electronic equipment, growing through organic development and strategic acquisitions across its FSG and ETG segments [Flight Support Group (FSG)](index=6&type=section&id=1.1%20Flight%20Support%20Group) The FSG is the largest independent supplier of FAA-approved non-OEM aircraft parts, providing sales, repair, and distribution services - The FSG is the largest independent supplier of non-OEM jet engine and aircraft component replacement parts and develops approximately **350 to 550 new PMA parts per year**[24](index=24&type=chunk)[34](index=34&type=chunk) - The group has developed approximately **19,500 parts** for which PMAs have been received from the FAA[24](index=24&type=chunk) FSG Research & Development Expenditures | Fiscal Year | R&D Expense (approx.) | | :--- | :--- | | 2023 | $26.4 million | | 2022 | $22.2 million | | 2021 | $18.3 million | [Electronic Technologies Group (ETG)](index=9&type=section&id=1.2%20Electronic%20Technologies%20Group) The ETG designs and manufactures mission-critical electronic subcomponents for defense, space, medical, and telecommunications industries - In fiscal 2023, approximately **49% of ETG's net sales** were from products and services to U.S. and foreign military agencies, prime defense contractors, and satellite/spacecraft manufacturers[18](index=18&type=chunk) ETG Research & Development Expenditures | Fiscal Year | R&D Expense | | :--- | :--- | | 2023 | $69.4 million | | 2022 | $53.9 million | | 2021 | $50.6 million | [Backlog](index=15&type=section&id=1.3%20Backlog) As of October 31, 2023, HEICO's total backlog increased 35% year-over-year to $1.863 billion, driven by acquisitions Backlog Comparison (in millions) | Segment | Oct 31, 2023 | Oct 31, 2022 | YoY Change | | :--- | :--- | :--- | :--- | | **Total Backlog** | **$1,863** | **$1,383** | **+35%** | | Flight Support Group (FSG) | $1,013 | $674 | +50% | | Electronic Technologies Group (ETG) | $850 | $709 | +20% | [Human Capital](index=17&type=section&id=1.4%20Human%20Capital) As of October 31, 2023, HEICO employed approximately 9,600 individuals, split evenly between its two segments - As of October 31, 2023, the company had approximately **9,600 employees**[86](index=86&type=chunk) - The workforce is split with approximately **4,800 employees** in the Flight Support Group and **4,800** in the Electronic Technologies Group[86](index=86&type=chunk) - None of the company's U.S. domestic employees are represented by a union, and management believes employee relations are good[86](index=86&type=chunk) [Information About Our Executive Officers](index=19&type=section&id=1.5%20Information%20About%20Our%20Executive%20Officers) The executive team is led by Laurans A. Mendelson and his sons, Eric and Victor, who head the FSG and ETG respectively - Laurans A. Mendelson serves as Chairman of the Board and CEO[95](index=95&type=chunk) - Eric A. Mendelson is Co-President and leads the HEICO Flight Support Group[95](index=95&type=chunk)[96](index=96&type=chunk) - Victor H. Mendelson is Co-President and leads the HEICO Electronic Technologies Group[95](index=95&type=chunk)[99](index=99&type=chunk) Net Sales Contribution by Segment (Fiscal 2023) | Operating Segment | FY 2023 Net Sales % | FY 2022 Net Sales % | FY 2021 Net Sales % | | :--- | :--- | :--- | :--- | | Flight Support Group (FSG) | 60% | 57% | 50% | | Electronic Technologies Group (ETG) | 40% | 43% | 50% | - The company's growth strategy combines internal product development with a disciplined acquisition approach, resulting in the completion of approximately **98 acquisitions since 1990**[22](index=22&type=chunk) Long-Term Growth (Fiscal 1990 vs. 2023) | Metric | Fiscal 1990 | Fiscal 2023 | Compound Annual Growth Rate | | :--- | :--- | :--- | :--- | | Net Sales | $26.2 million | $2,968.1 million | ~15% | | Net Income | $2.0 million | $403.6 million | ~18% | [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from acquisition execution, new product development, intense competition, aviation industry cyclicality, and potential asset impairment - Key risks include the ability to execute its acquisition strategy, dependence on new product development, and intense competition[104](index=104&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk) - The business is highly dependent on the performance of the aviation industry and is subject to risks from public health emergencies like the COVID-19 pandemic[128](index=128&type=chunk)[132](index=132&type=chunk) - Goodwill and other intangible assets represented **64% of total assets** as of October 31, 2023, posing a risk of impairment charges[124](index=124&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties) HEICO operates numerous owned and leased facilities across its FSG and ETG segments, totaling approximately 4.7 million square feet Facility Space by Segment (Square Footage) | Segment | Leased | Owned | Total | | :--- | :--- | :--- | :--- | | Flight Support Group | 2,111,000 | 533,000 | 2,644,000 | | Electronic Technologies Group | 1,203,000 | 925,000 | 2,128,000 | | Corporate | — | 10,000 | 10,000 | [Legal Proceedings](index=31&type=section&id=Item%203.%20Legal%20Proceedings) An FSG subsidiary is cooperating with a grand jury investigation, with other legal actions not expected to materially impact financials - An indirect subsidiary received a grand jury subpoena related to work on Navy vessels for a period prior to its acquisition by HEICO, and the company is cooperating with the investigation[148](index=148&type=chunk) - Management does not believe the outcome of this matter or other legal actions will have a material adverse effect on its financial position or cash flows[149](index=149&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) HEICO's common stock trades on the NYSE, with the company paying semi-annual dividends and no share repurchases in Q4 FY2023 - The company's Class A Common Stock and Common Stock trade on the NYSE under symbols **HEI.A** and **HEI**, respectively[152](index=152&type=chunk) - Paid an aggregate cash dividend of **$0.20 per share** in fiscal 2023, an **11% increase** over the $0.18 per share paid in fiscal 2022[161](index=161&type=chunk) - There were no issuer purchases of equity securities during the fourth quarter of fiscal 2023[159](index=159&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2023 saw record sales and net income, driven by strong FSG and ETG performance, acquisitions, and commercial aerospace recovery, despite increased debt [Results of Operations](index=37&type=section&id=7.1%20Results%20of%20Operations) Fiscal 2023 consolidated net sales increased 34% to $2.97 billion, driven by strong FSG and ETG growth from organic sales and acquisitions Net Sales by Segment (FY 2023 vs FY 2022, in millions) | Segment | FY 2023 Net Sales | FY 2022 Net Sales | % Change | | :--- | :--- | :--- | :--- | | Flight Support Group | $1,770.2 | $1,255.2 | +41% | | Electronic Technologies Group | $1,225.2 | $972.5 | +26% | | **Total** | **$2,968.1** | **$2,208.3** | **+34%** | Operating Income by Segment (FY 2023 vs FY 2022, in millions) | Segment | FY 2023 Op. Income | FY 2022 Op. Income | % Change | | :--- | :--- | :--- | :--- | | Flight Support Group | $387.3 | $267.2 | +45% | | Electronic Technologies Group | $285.1 | $269.5 | +6% | | **Total** | **$625.3** | **$496.8** | **+26%** | - SG&A expenses increased to **$528.1 million** from $365.9 million, primarily due to **$96.8 million from acquisitions**, **$15.8 million** in higher performance-based compensation, and a **$20.0 million** increase in acquisition-related costs[175](index=175&type=chunk)[176](index=176&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=7.2%20Liquidity%20and%20Capital%20Resources) Fiscal 2023 saw significant changes in liquidity due to major acquisitions, increasing total debt to $2.48 billion and raising the debt-to-capitalization ratio to 44% Capitalization Summary (in thousands) | Metric | As of Oct 31, 2023 | As of Oct 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $171,048 | $139,504 | | Total debt | $2,478,078 | $290,274 | | Shareholders' equity | $3,193,151 | $2,648,306 | | Total debt to total capitalization | 44% | 10% | - Net cash provided by operating activities was **$448.7 million** in FY2023, a decrease from **$467.9 million** in FY2022, mainly due to a larger increase in net working capital[192](index=192&type=chunk)[193](index=193&type=chunk) - Net cash used in investing activities was **$2.48 billion**, primarily for acquisitions of **$2.42 billion**, while financing activities provided **$2.07 billion**, mainly from **$1.2 billion** in senior notes and net borrowings of **$975 million** on the credit facility[195](index=195&type=chunk)[197](index=197&type=chunk) [Critical Accounting Estimates](index=47&type=section&id=7.3%20Critical%20Accounting%20Estimates) Critical accounting estimates involve revenue recognition, inventory valuation, and the fair value determination of assets acquired in business combinations - Key estimates involve revenue recognition for over-time contracts, which requires assumptions about costs, labor productivity, and manufacturing efficiency[217](index=217&type=chunk)[219](index=219&type=chunk) - Valuation of inventory requires estimates of future demand and sales patterns to assess slow-moving or obsolete items[225](index=225&type=chunk) - Business combinations require significant estimates for the fair value of acquired assets, liabilities, and contingent consideration, which is re-measured each period with changes impacting SG&A expenses[228](index=228&type=chunk)[229](index=229&type=chunk) Fiscal 2023 vs. 2022 Key Financials (in millions) | Metric | FY 2023 | FY 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $2,968.1 | $2,208.3 | +34% | | Operating Income | $625.3 | $496.8 | +26% | | Net Income to HEICO | $403.6 | $351.7 | +15% | | Diluted EPS | $2.91 | $2.55 | +14% | - FSG net sales grew **41%** to a record **$1.77 billion**, reflecting **21% organic growth** and contributions from acquisitions, while ETG net sales grew **26%** to a record **$1.23 billion**, driven by acquisitions and **1% organic growth**[172](index=172&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on variable-rate debt and foreign currency exposure, primarily the Euro - Primary market risks are interest rate risk from its variable-rate debt and foreign currency risk from international operations[239](index=239&type=chunk)[241](index=241&type=chunk) - As of October 31, 2023, the company had **$1.25 billion** in outstanding variable-rate debt[239](index=239&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents HEICO's audited consolidated financial statements for FY2021-2023, with an unqualified auditor's opinion and detailed notes [Report of Independent Registered Public Accounting Firm](index=54&type=section&id=8.1%20Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion, highlighting critical audit matters related to inventory and intangible asset valuations - The auditor issued an unqualified opinion on the financial statements[245](index=245&type=chunk) - Critical Audit Matters identified were: 1) Valuation of inventories, net, and 2) Fair value of intangible assets acquired in business combinations (Exxelia and Wencor)[250](index=250&type=chunk)[251](index=251&type=chunk)[255](index=255&type=chunk) [Consolidated Financial Statements](index=58&type=section&id=8.2%20Consolidated%20Financial%20Statements) Consolidated financial statements reflect significant growth in assets, liabilities, and equity in FY2023, driven by acquisitions and new debt Consolidated Balance Sheet Highlights (in thousands) | Account | Oct 31, 2023 | Oct 31, 2022 | | :--- | :--- | :--- | | Total Assets | $7,195,063 | $4,095,496 | | Goodwill | $3,274,327 | $1,672,425 | | Total Liabilities | $3,637,105 | $1,119,589 | | Total HEICO shareholders' equity | $3,145,995 | $2,606,136 | Consolidated Statement of Operations Highlights (in thousands) | Account | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Net Sales | $2,968,105 | $2,208,322 | $1,865,682 | | Operating Income | $625,339 | $496,844 | $392,900 | | Net Income Attributable to HEICO | $403,596 | $351,675 | $304,220 | [Notes to Consolidated Financial Statements](index=64&type=section&id=8.3%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the impact of major acquisitions, new debt structure, revenue disaggregation, and other financial disclosures - On August 4, 2023, HEICO acquired Wencor Group for total consideration of approximately **$2.05 billion**, consisting of **$1.9 billion** in cash and **1.14 million shares** of Class A Common Stock[324](index=324&type=chunk)[325](index=325&type=chunk) - On January 5, 2023, HEICO acquired Exxelia International for approximately **$504 million** in cash[332](index=332&type=chunk)[333](index=333&type=chunk) - In July 2023, the company issued **$1.2 billion** in senior unsecured notes (**$600 million** due 2028 at 5.25% and **$600 million** due 2033 at 5.35%) to help fund the Wencor acquisition[382](index=382&type=chunk) [Controls and Procedures](index=120&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective, excluding recent acquisitions, with an unqualified auditor's opinion - Management concluded that disclosure controls and procedures and internal control over financial reporting (ICFR) were effective as of October 31, 2023[476](index=476&type=chunk)[479](index=479&type=chunk) - The assessment of ICFR excluded the Wencor Group and Exxelia acquisitions, which were completed in fiscal 2023, representing **9.0% of total assets** (excluding goodwill/intangibles) and **12.3% of net sales** for the year[480](index=480&type=chunk)[486](index=486&type=chunk) - The independent registered public accounting firm, Deloitte & Touche LLP, issued an unqualified opinion on the company's internal control over financial reporting[484](index=484&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=123&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the forthcoming proxy statement - This section incorporates information by reference from the company's forthcoming definitive proxy statement[496](index=496&type=chunk) [Executive Compensation](index=124&type=section&id=Item%2011.%20Executive%20Compensation) Detailed executive compensation information is incorporated by reference from the forthcoming definitive proxy statement - This section incorporates information by reference from the company's forthcoming definitive proxy statement[499](index=499&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=124&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership and equity compensation plan details are incorporated by reference from the proxy statement Equity Compensation Plan Information (as of Oct 31, 2023) | Description | Value (in thousands, except price) | | :--- | :--- | | Securities to be issued upon exercise of outstanding options | 4,054 | | Weighted-average exercise price of outstanding options | $83.74 | | Securities remaining available for future issuance | 2,362 | [Certain Relationships and Related Transactions, and Director Independence](index=125&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the forthcoming proxy statement - This section incorporates information by reference from the company's forthcoming definitive proxy statement[502](index=502&type=chunk) [Principal Accountant Fees and Services](index=125&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the forthcoming definitive proxy statement - This section incorporates information by reference from the company's forthcoming definitive proxy statement[503](index=503&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=125&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including key agreements and certifications - Lists all financial statements, schedules, and exhibits filed with the 10-K[505](index=505&type=chunk) - Includes key agreements such as the Wencor merger agreement (Exhibit 2.2), the Indenture for the senior notes (Exhibit 4.2), and the amended Revolving Credit Agreement (Exhibit 10.13)[508](index=508&type=chunk)[512](index=512&type=chunk) [Form 10-K Summary](index=129&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K summary is provided - No summary is provided under this item[514](index=514&type=chunk)

Financial Data and Key Metrics Changes - Consolidated net sales for Q3 fiscal '23 increased by 27% to a record level, driven by strong demand in the Flight Support Group and contributions from recent acquisitions [7][10] - Consolidated operating income improved by 16% compared to Q3 fiscal '22, reflecting a 12% organic net sales growth [8] - Net income attributable to HEICO increased by 24% to $102 million or $0.74 per diluted share, adjusted for acquisition costs [10][9] - Cash flow from operating activities was strong at $145.9 million, slightly down from $149.2 million in Q3 fiscal '22, reflecting increased working capital [11] Business Line Data and Key Metrics Changes - Flight Support Group's net sales rose 23% to $405 million, with 19% organic growth attributed to increased demand for commercial aerospace products [17] - Operating income for the Flight Support Group increased by 26% to $89.2 million, with an operating margin of 22.0% [18][38] - Electronic Technologies Group's net sales increased by 33% to $325.9 million, driven by acquisitions and increased sales in commercial aviation, despite lower defense product sales [20][21] Market Data and Key Metrics Changes - The overall market for commercial aerospace products remains strong, with continued global air travel growth contributing to demand [17] - The defense market has shown signs of recovery, with a 10% sequential growth in defense product net sales [62] Company Strategy and Development Direction - The acquisition of Wencor for $2.05 billion is expected to be transformative, providing a complementary portfolio of cost-saving solutions for airline and OEM customers [14][34] - Management emphasizes a focus on maintaining healthy operating margins while pursuing strategic acquisitions and investments in R&D [23][29] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about future growth, citing strong demand in the aftermarket and a robust backlog [52][93] - There are expectations for continued net sales growth in both the Flight Support Group and Electronic Technologies Group, driven by demand for their products [64] Other Important Information - The company incurred approximately $3.5 million in acquisition costs related to the Wencor acquisition, impacting net income [9] - The net debt-to-EBITDA ratio increased to approximately 0.75x as of July 31, 2023, due to the acquisition financing [30] Q&A Session Summary Question: Impact of Wencor acquisition on margins and synergies - Management anticipates significant synergies from the Wencor acquisition, with major customers expressing support for the business combination [66] Question: Outlook for aftermarket spending - Management does not foresee a slowdown in aftermarket spending, citing strong demand and a substantial backlog [72][93] Question: Growth profile of Wencor business - Wencor has shown organic growth rates comparable to HEICO, with strong performance in PMA, repair, and distribution [112] Question: Expectations for future margins - Management is optimistic about increasing margins over time, although they caution against setting high expectations prematurely [106][83]