x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 30, 2013
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OR
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¨
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TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to _______
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Florida
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65-0341002
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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3000 Taft Street, Hollywood, Florida
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33021
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, $.01 par value
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21,421,447
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shares
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Class A Common Stock, $.01 par value
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31,651,929
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shares
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Page
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Part I.
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Financial Information
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Other Information
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Item 6.
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April 30, 2013
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October 31, 2012
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ASSETS
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||||||||
Current assets:
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Cash and cash equivalents
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$16,878
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$21,451
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Accounts receivable, net
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126,856
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122,214
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Inventories, net
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199,501
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189,704
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Prepaid expenses and other current assets
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9,365
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6,997
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Deferred income taxes
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27,513
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27,545
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Total current assets
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380,113
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367,911
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Property, plant and equipment, net
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82,509
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80,518
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Goodwill
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542,236
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542,114
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Intangible assets, net
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145,658
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154,324
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Deferred income taxes
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2,500
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2,492
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Other assets
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56,199
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45,487
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Total assets
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$1,209,215
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$1,192,846
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LIABILITIES AND EQUITY
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||||||||
Current liabilities:
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Current maturities of long-term debt
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$614
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$626
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Trade accounts payable
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41,944
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50,083
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Accrued expenses and other current liabilities
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68,788
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76,241
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Income taxes payable
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7,078
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4,564
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Total current liabilities
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118,424
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131,514
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Long-term debt, net of current maturities
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227,932
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131,194
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Deferred income taxes
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89,658
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90,436
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Other long-term liabilities
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63,301
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52,777
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Total liabilities
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499,315
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405,921
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Commitments and contingencies (Note 13)
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Redeemable noncontrolling interests (Note 10)
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51,218
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67,166
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Shareholders’ equity:
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Preferred Stock, $.01 par value per share; 10,000 shares authorized; 300 shares designated as Series B Junior Participating Preferred Stock and 300 shares designated as Series C Junior Participating Preferred Stock; none issued
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—
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—
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Common Stock, $.01 par value per share; 75,000 shares authorized; 21,411 and 21,346 shares issued and outstanding
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214
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213
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Class A Common Stock, $.01 par value per share; 75,000 shares authorized; 31,640 and 31,517 shares issued and outstanding
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316
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315
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Capital in excess of par value
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251,043
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244,632
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Deferred compensation obligation
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928
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823
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HEICO stock held by irrevocable trust
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(928
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)
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(823
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)
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Accumulated other comprehensive loss
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(3,327
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)
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(3,572
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)
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Retained earnings
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301,088
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375,085
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Total HEICO shareholders’ equity
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549,334
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616,673
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Noncontrolling interests
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109,348
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103,086
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Total shareholders’ equity
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658,682
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719,759
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Total liabilities and equity
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$1,209,215
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$1,192,846
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Six months ended April 30,
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Three months ended April 30,
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2013
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2012
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2013
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2012
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Net sales
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$454,198
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$428,969
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$237,708
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$216,314
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Operating costs and expenses:
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Cost of sales
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287,161
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275,523
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148,260
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141,116
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Selling, general and administrative expenses
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87,410
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78,213
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44,760
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37,597
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Total operating costs and expenses
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374,571
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353,736
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193,020
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178,713
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Operating income
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79,627
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75,233
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44,688
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37,601
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Interest expense
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(1,443
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)
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(1,264
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)
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(803
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)
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(654
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)
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Other income
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446
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321
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161
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177
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Income before income taxes and noncontrolling
interests
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78,630
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74,290
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44,046
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37,124
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Income tax expense
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24,600
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25,600
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15,000
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12,900
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Net income from consolidated operations
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54,030
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48,690
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29,046
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24,224
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Less: Net income attributable to noncontrolling
interests
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10,372
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10,462
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5,346
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5,181
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Net income attributable to HEICO
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$43,658
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$38,228
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$23,700
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$19,043
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||||||||
Net income per share attributable to HEICO
shareholders:
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Basic
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$.82
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$.73
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$.45
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$.36
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Diluted
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$.82
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$.72
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$.44
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$.36
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||||||||
Weighted average number of common shares
outstanding:
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Basic
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52,993
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52,630
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53,035
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52,648
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Diluted
|
53,468
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53,290
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53,498
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53,296
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Cash dividends per share
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$2.200
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$.048
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$—
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$—
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Six months ended April 30,
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Three months ended April 30,
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||||||||||||
|
2013
|
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2012
|
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2013
|
|
2012
|
||||||||
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|
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Net income from consolidated operations
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$54,030
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|
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$48,690
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|
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$29,046
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|
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$24,224
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
244
|
|
|
(4,236
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)
|
|
(2,990
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)
|
|
1,192
|
|
||||
Total other comprehensive income (loss)
|
244
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|
|
(4,236
|
)
|
|
(2,990
|
)
|
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1,192
|
|
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Comprehensive income from consolidated
operations
|
54,274
|
|
|
44,454
|
|
|
26,056
|
|
|
25,416
|
|
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Less: Comprehensive income attributable to
noncontrolling interests
|
10,372
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10,462
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|
|
5,346
|
|
|
5,181
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|
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Comprehensive income attributable to HEICO
|
|
$43,902
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|
|
|
$33,992
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|
|
|
$20,710
|
|
|
|
$20,235
|
|
|
|
|
HEICO Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
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Redeemable Noncontrolling Interests
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|
Common Stock
|
|
Class A Common Stock
|
|
Capital in Excess of Par Value
|
|
Deferred Compensation Obligation
|
|
HEICO Stock Held by Irrevocable Trust
|
|
Accumulated Other Comprehensive Income (Loss)
|
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Retained Earnings
|
|
Noncontrolling Interests
|
|
Total Shareholders' Equity
|
||||||||||||||||||||
Balances as of October 31, 2012
|
|
$67,166
|
|
|
|
$213
|
|
|
|
$315
|
|
|
|
$244,632
|
|
|
|
$823
|
|
|
|
($823
|
)
|
|
|
($3,572
|
)
|
|
|
$375,085
|
|
|
|
$103,086
|
|
|
|
$719,759
|
|
Comprehensive income
|
4,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
43,658
|
|
|
6,263
|
|
|
50,165
|
|
||||||||||
Cash dividends ($2.200 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,645
|
)
|
|
—
|
|
|
(116,645
|
)
|
||||||||||
Issuance of common stock to HEICO Savings and Investment Plan
|
—
|
|
|
—
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|
|
—
|
|
|
1,159
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|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
|
|
|
1,159
|
|
||||||||||
Tax benefit from stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
5,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,177
|
|
||||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,154
|
|
||||||||||
Proceeds from stock option exercises
|
—
|
|
|
1
|
|
|
1
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
||||||||||
Redemptions of common stock related to stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,364
|
)
|
||||||||||
Acquisitions of noncontrolling interests
|
(16,610
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions to noncontrolling interests
|
(4,457
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustments to redemption amount of redeemable noncontrolling interests
|
1,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
|
(1,010
|
)
|
||||||||||
Deferred compensation obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
||||||||||
Balances as of April 30, 2013
|
|
$51,218
|
|
|
|
$214
|
|
|
|
$316
|
|
|
|
$251,043
|
|
|
|
$928
|
|
|
|
($928
|
)
|
|
|
($3,327
|
)
|
|
|
$301,088
|
|
|
|
$109,348
|
|
|
|
$658,682
|
|
|
|
|
HEICO Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
Common Stock
|
|
Class A Common Stock
|
|
Capital in Excess of Par Value
|
|
Deferred Compensation Obligation
|
|
HEICO Stock Held by Irrevocable Trust
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Noncontrolling Interests
|
|
Total Shareholders' Equity
|
||||||||||||||||||||
Balances as of October 31, 2011
|
|
$65,430
|
|
|
|
$171
|
|
|
|
$250
|
|
|
|
$226,120
|
|
|
|
$522
|
|
|
|
($522
|
)
|
|
|
$3,033
|
|
|
|
$299,497
|
|
|
|
$91,083
|
|
|
|
$620,154
|
|
Comprehensive income
|
4,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,236
|
)
|
|
38,228
|
|
|
5,876
|
|
|
39,868
|
|
||||||||||
Cash dividends ($.048 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,526
|
)
|
|
—
|
|
|
(2,526
|
)
|
||||||||||
Five-for-four common stock split
|
—
|
|
|
42
|
|
|
63
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||||||
Tax benefit from stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
13,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,148
|
|
||||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,883
|
|
||||||||||
Proceeds from stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||||||||
Acquisitions of noncontrolling interests
|
(7,616
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions to noncontrolling interests
|
(5,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Redemptions of common stock related to stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
||||||||||
Adjustments to redemption amount of redeemable noncontrolling interests
|
522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
—
|
|
|
(522
|
)
|
||||||||||
Other
|
1,224
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
(79
|
)
|
|
—
|
|
|
(228
|
)
|
||||||||||
Balances as of April 30, 2012
|
|
$59,096
|
|
|
|
$213
|
|
|
|
$313
|
|
|
|
$241,193
|
|
|
|
$522
|
|
|
|
($522
|
)
|
|
|
($1,351
|
)
|
|
|
$334,582
|
|
|
|
$96,959
|
|
|
|
$671,909
|
|
|
|
Six months ended April 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income from consolidated operations
|
|
|
$54,030
|
|
|
|
$48,690
|
|
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
16,405
|
|
|
14,438
|
|
||
Tax benefit from stock option exercises
|
|
5,177
|
|
|
13,148
|
|
||
Excess tax benefit from stock option exercises
|
|
(5,112
|
)
|
|
(12,095
|
)
|
||
Stock option compensation expense
|
|
2,154
|
|
|
1,883
|
|
||
Decrease in value of contingent consideration
|
|
(1,203
|
)
|
|
—
|
|
||
Issuance of common stock to HEICO Savings and Investment Plan
|
|
1,159
|
|
|
—
|
|
||
Deferred income tax benefit
|
|
(856
|
)
|
|
(1,057
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
|
(4,673
|
)
|
|
777
|
|
||
Increase in inventories
|
|
(9,696
|
)
|
|
(6,981
|
)
|
||
Increase in prepaid expenses and other current assets
|
|
(2,618
|
)
|
|
(2,725
|
)
|
||
Decrease in trade accounts payable
|
|
(8,154
|
)
|
|
(2,005
|
)
|
||
Decrease in accrued expenses and other current liabilities
|
|
(4,700
|
)
|
|
(13,695
|
)
|
||
Increase in income taxes payable
|
|
2,189
|
|
|
4,929
|
|
||
Other
|
|
430
|
|
|
39
|
|
||
Net cash provided by operating activities
|
|
44,532
|
|
|
45,346
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Acquisitions, net of cash acquired
|
|
(1,242
|
)
|
|
(161,357
|
)
|
||
Capital expenditures
|
|
(9,265
|
)
|
|
(8,148
|
)
|
||
Other
|
|
(6
|
)
|
|
(136
|
)
|
||
Net cash used in investing activities
|
|
(10,513
|
)
|
|
(169,641
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Borrowings on revolving credit facility
|
|
145,000
|
|
|
163,000
|
|
||
Payments on revolving credit facility
|
|
(48,000
|
)
|
|
(28,000
|
)
|
||
Cash dividends paid
|
|
(116,645
|
)
|
|
(2,526
|
)
|
||
Acquisitions of noncontrolling interests
|
|
(16,610
|
)
|
|
(7,616
|
)
|
||
Excess tax benefit from stock option exercises
|
|
5,112
|
|
|
12,095
|
|
||
Distributions to noncontrolling interests
|
|
(4,457
|
)
|
|
(5,050
|
)
|
||
Redemptions of common stock related to stock option exercises
|
|
(2,364
|
)
|
|
(127
|
)
|
||
Revolving credit facility issuance costs
|
|
(570
|
)
|
|
(3,028
|
)
|
||
Proceeds from stock option exercises
|
|
286
|
|
|
275
|
|
||
Other
|
|
(325
|
)
|
|
297
|
|
||
Net cash (used in) provided by financing activities
|
|
(38,573
|
)
|
|
129,320
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(19
|
)
|
|
(263
|
)
|
||
|
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
|
(4,573
|
)
|
|
4,762
|
|
||
Cash and cash equivalents at beginning of year
|
|
21,451
|
|
|
17,500
|
|
||
Cash and cash equivalents at end of period
|
|
|
$16,878
|
|
|
|
$22,262
|
|
(in thousands)
|
|
April 30, 2013
|
|
October 31, 2012
|
||||
Accounts receivable
|
|
|
$129,457
|
|
|
|
$124,548
|
|
Less: Allowance for doubtful accounts
|
|
(2,601
|
)
|
|
(2,334
|
)
|
||
Accounts receivable, net
|
|
|
$126,856
|
|
|
|
$122,214
|
|
(in thousands)
|
|
April 30, 2013
|
|
October 31, 2012
|
||||
Costs incurred on uncompleted contracts
|
|
|
$7,995
|
|
|
|
$6,673
|
|
Estimated earnings
|
|
7,413
|
|
|
6,235
|
|
||
|
|
15,408
|
|
|
12,908
|
|
||
Less: Billings to date
|
|
(10,222
|
)
|
|
(7,426
|
)
|
||
|
|
|
$5,186
|
|
|
|
$5,482
|
|
Included in the accompanying Condensed Consolidated
Balance Sheets under the following captions:
|
|
|
|
|
|
|
||
Accounts receivable, net (costs and estimated earnings
in excess of billings)
|
|
|
$5,313
|
|
|
|
$5,482
|
|
Accrued expenses and other current liabilities (billings
in excess of costs and estimated earnings)
|
|
(127
|
)
|
|
—
|
|
||
|
|
|
$5,186
|
|
|
|
$5,482
|
|
(in thousands)
|
|
April 30, 2013
|
|
October 31, 2012
|
||||
Finished products
|
|
|
$101,742
|
|
|
|
$93,873
|
|
Work in process
|
|
20,344
|
|
|
18,887
|
|
||
Materials, parts, assemblies and supplies
|
|
70,015
|
|
|
69,042
|
|
||
Contracts in process
|
|
8,472
|
|
|
8,299
|
|
||
Less: Billings to date
|
|
(1,072
|
)
|
|
(397
|
)
|
||
Inventories, net of valuation reserves
|
|
|
$199,501
|
|
|
|
$189,704
|
|
(in thousands)
|
|
April 30, 2013
|
|
October 31, 2012
|
||||
Land
|
|
|
$4,506
|
|
|
|
$4,505
|
|
Buildings and improvements
|
|
55,271
|
|
|
54,322
|
|
||
Machinery, equipment and tooling
|
|
116,745
|
|
|
109,041
|
|
||
Construction in progress
|
|
5,554
|
|
|
5,599
|
|
||
|
|
182,076
|
|
|
173,467
|
|
||
Less: Accumulated depreciation and amortization
|
|
(99,567
|
)
|
|
(92,949
|
)
|
||
Property, plant and equipment, net
|
|
|
$82,509
|
|
|
|
$80,518
|
|
|
|
Segment
|
|
Consolidated Totals
|
||||||||
|
|
FSG
|
|
ETG
|
|
|||||||
Balances as of October 31, 2012
|
|
|
$203,539
|
|
|
|
$338,575
|
|
|
|
$542,114
|
|
Adjustments to goodwill
|
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|||
Foreign currency translation adjustments
|
|
—
|
|
|
230
|
|
|
230
|
|
|||
Balances as of April 30, 2013
|
|
|
$203,431
|
|
|
|
$338,805
|
|
|
|
$542,236
|
|
|
|
As of April 30, 2013
|
|
As of October 31, 2012
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortizing Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
|
$101,391
|
|
|
|
($29,756
|
)
|
|
|
$71,635
|
|
|
|
$102,172
|
|
|
|
($24,038
|
)
|
|
|
$78,134
|
|
Intellectual property
|
|
43,185
|
|
|
(7,831
|
)
|
|
35,354
|
|
|
43,093
|
|
|
(5,738
|
)
|
|
37,355
|
|
||||||
Licenses
|
|
2,900
|
|
|
(1,249
|
)
|
|
1,651
|
|
|
2,900
|
|
|
(1,117
|
)
|
|
1,783
|
|
||||||
Non-compete agreements
|
|
1,234
|
|
|
(1,234
|
)
|
|
—
|
|
|
1,339
|
|
|
(1,320
|
)
|
|
19
|
|
||||||
Patents
|
|
633
|
|
|
(332
|
)
|
|
301
|
|
|
589
|
|
|
(309
|
)
|
|
280
|
|
||||||
Trade names
|
|
566
|
|
|
(392
|
)
|
|
174
|
|
|
566
|
|
|
(336
|
)
|
|
230
|
|
||||||
|
|
149,909
|
|
|
(40,794
|
)
|
|
109,115
|
|
|
150,659
|
|
|
(32,858
|
)
|
|
117,801
|
|
||||||
Non-Amortizing Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
36,543
|
|
|
—
|
|
|
36,543
|
|
|
36,523
|
|
|
—
|
|
|
36,523
|
|
||||||
|
|
|
$186,452
|
|
|
|
($40,794
|
)
|
|
|
$145,658
|
|
|
|
$187,182
|
|
|
|
($32,858
|
)
|
|
|
$154,324
|
|
|
|
April 30, 2013
|
|
October 31, 2012
|
||||
Borrowings under revolving credit facility
|
|
|
$224,000
|
|
|
|
$127,000
|
|
Capital leases and notes payable
|
|
4,546
|
|
|
4,820
|
|
||
|
|
228,546
|
|
|
131,820
|
|
||
Less: Current maturities of long-term debt
|
|
(614
|
)
|
|
(626
|
)
|
||
|
|
|
$227,932
|
|
|
|
$131,194
|
|
Balance as of October 31, 2012
|
|
|
$2,527
|
|
Settlements
|
|
(570
|
)
|
|
Decreases related to prior year tax positions
|
|
(151
|
)
|
|
Increases related to current year tax positions
|
|
149
|
|
|
Balance as of April 30, 2013
|
|
|
$1,955
|
|
|
|
As of April 30, 2013
|
||||||||||||||
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1)
|
|
Significant
Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans:
|
|
|
|
|
|
|
|
|
||||||||
Corporate owned life insurance
|
|
|
$—
|
|
|
|
$47,068
|
|
|
|
$—
|
|
|
|
$47,068
|
|
Money market funds and cash
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
||||
Equity securities
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
1,294
|
|
||||
Mutual funds
|
|
1,285
|
|
|
—
|
|
|
—
|
|
|
1,285
|
|
||||
Other
|
|
—
|
|
|
483
|
|
|
—
|
|
|
483
|
|
||||
Total assets
|
|
|
$4,103
|
|
|
|
$47,551
|
|
|
|
$—
|
|
|
|
$51,654
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$9,694
|
|
|
|
$9,694
|
|
|
|
As of October 31, 2012
|
||||||||||||||
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1)
|
|
Significant
Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans:
|
|
|
|
|
|
|
|
|
||||||||
Corporate owned life insurance
|
|
|
$—
|
|
|
|
$37,086
|
|
|
|
$—
|
|
|
|
$37,086
|
|
Money market funds and cash
|
|
1,122
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
||||
Equity securities
|
|
991
|
|
|
—
|
|
|
—
|
|
|
991
|
|
||||
Mutual funds
|
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
||||
Other
|
|
—
|
|
|
442
|
|
|
538
|
|
|
980
|
|
||||
Total assets
|
|
|
$3,267
|
|
|
|
$37,528
|
|
|
|
$538
|
|
|
|
$41,333
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$10,897
|
|
|
|
$10,897
|
|
|
|
Assets
|
|
Liabilities
|
||||
Balances as of October 31, 2012
|
|
|
$538
|
|
|
|
$10,897
|
|
Decrease in value of contingent consideration
|
|
—
|
|
|
(1,203
|
)
|
||
Total realized gains
|
|
48
|
|
|
—
|
|
||
Sales
|
|
(586
|
)
|
|
—
|
|
||
Balances as of April 30, 2013
|
|
|
$—
|
|
|
|
$9,694
|
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to HEICO
|
|
|
$43,658
|
|
|
|
$38,228
|
|
|
|
$23,700
|
|
|
|
$19,043
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
outstanding-basic
|
|
52,993
|
|
|
52,630
|
|
|
53,035
|
|
|
52,648
|
|
||||
Effect of dilutive stock options
|
|
475
|
|
|
660
|
|
|
463
|
|
|
648
|
|
||||
Weighted average common shares
outstanding-diluted
|
|
53,468
|
|
|
53,290
|
|
|
53,498
|
|
|
53,296
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to
HEICO shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$.82
|
|
|
|
$.73
|
|
|
|
$.45
|
|
|
|
$.36
|
|
Diluted
|
|
|
$.82
|
|
|
|
$.72
|
|
|
|
$.44
|
|
|
|
$.36
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock options excluded
|
|
672
|
|
|
641
|
|
|
598
|
|
|
645
|
|
|
|
|
|
|
|
Other,
Primarily Corporate and Intersegment |
|
Consolidated
Totals |
||||||||
|
|
Segment
|
|
|
||||||||||||
|
|
FSG
|
|
ETG
|
|
|
||||||||||
Six months ended April 30, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
$294,229
|
|
|
|
$162,778
|
|
|
|
($2,809
|
)
|
|
|
$454,198
|
|
Depreciation and amortization
|
|
5,703
|
|
|
10,316
|
|
|
386
|
|
|
16,405
|
|
||||
Operating income
|
|
54,541
|
|
|
35,795
|
|
|
(10,709
|
)
|
|
79,627
|
|
||||
Capital expenditures
|
|
5,298
|
|
|
3,825
|
|
|
142
|
|
|
9,265
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Six months ended April 30, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
$279,893
|
|
|
|
$150,743
|
|
|
|
($1,667
|
)
|
|
|
$428,969
|
|
Depreciation and amortization
|
|
5,141
|
|
|
8,847
|
|
|
450
|
|
|
14,438
|
|
||||
Operating income
|
|
52,141
|
|
|
31,522
|
|
|
(8,430
|
)
|
|
75,233
|
|
||||
Capital expenditures
|
|
3,218
|
|
|
4,062
|
|
|
868
|
|
|
8,148
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three months ended April 30, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
$155,231
|
|
|
|
$83,937
|
|
|
|
($1,460
|
)
|
|
|
$237,708
|
|
Depreciation and amortization
|
|
2,868
|
|
|
5,203
|
|
|
194
|
|
|
8,265
|
|
||||
Operating income
|
|
30,296
|
|
|
20,249
|
|
|
(5,857
|
)
|
|
44,688
|
|
||||
Capital expenditures
|
|
2,911
|
|
|
1,790
|
|
|
98
|
|
|
4,799
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three months ended April 30, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
$141,026
|
|
|
|
$76,272
|
|
|
|
($984
|
)
|
|
|
$216,314
|
|
Depreciation and amortization
|
|
2,455
|
|
|
4,816
|
|
|
192
|
|
|
7,463
|
|
||||
Operating income
|
|
26,634
|
|
|
15,317
|
|
|
(4,350
|
)
|
|
37,601
|
|
||||
Capital expenditures
|
|
1,563
|
|
|
1,984
|
|
|
813
|
|
|
4,360
|
|
|
|
Segment
|
|
Other,
Primarily Corporate |
|
Consolidated
Totals |
||||||||||
|
|
FSG
|
|
ETG
|
|
|
||||||||||
Total assets as of April 30, 2013
|
|
|
$498,507
|
|
|
|
$628,745
|
|
|
|
$81,963
|
|
|
|
$1,209,215
|
|
Total assets as of October 31, 2012
|
|
487,188
|
|
|
636,660
|
|
|
68,998
|
|
|
1,192,846
|
|
|
|
Six months ended April 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Balances as of beginning of fiscal year
|
|
|
$2,571
|
|
|
|
$2,231
|
|
Accruals for warranties
|
|
(220
|
)
|
|
779
|
|
||
Warranty claims settled
|
|
(622
|
)
|
|
(611
|
)
|
||
Balances as of April 30
|
|
|
$1,729
|
|
|
|
$2,399
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
|
|
$454,198
|
|
|
|
$428,969
|
|
|
|
$237,708
|
|
|
|
$216,314
|
|
Cost of sales
|
|
287,161
|
|
|
275,523
|
|
|
148,260
|
|
|
141,116
|
|
||||
Selling, general and administrative expenses
|
|
87,410
|
|
|
78,213
|
|
|
44,760
|
|
|
37,597
|
|
||||
Total operating costs and expenses
|
|
374,571
|
|
|
353,736
|
|
|
193,020
|
|
|
178,713
|
|
||||
Operating income
|
|
|
$79,627
|
|
|
|
$75,233
|
|
|
|
$44,688
|
|
|
|
$37,601
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
||||||||
Flight Support Group
|
|
|
$294,229
|
|
|
|
$279,893
|
|
|
|
$155,231
|
|
|
|
$141,026
|
|
Electronic Technologies Group
|
|
162,778
|
|
|
150,743
|
|
|
83,937
|
|
|
76,272
|
|
||||
Intersegment sales
|
|
(2,809
|
)
|
|
(1,667
|
)
|
|
(1,460
|
)
|
|
(984
|
)
|
||||
|
|
|
$454,198
|
|
|
|
$428,969
|
|
|
|
$237,708
|
|
|
|
$216,314
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income by segment:
|
|
|
|
|
|
|
|
|
||||||||
Flight Support Group
|
|
|
$54,541
|
|
|
|
$52,141
|
|
|
|
$30,296
|
|
|
|
$26,634
|
|
Electronic Technologies Group
|
|
35,795
|
|
|
31,522
|
|
|
20,249
|
|
|
15,317
|
|
||||
Other, primarily corporate
|
|
(10,709
|
)
|
|
(8,430
|
)
|
|
(5,857
|
)
|
|
(4,350
|
)
|
||||
|
|
|
$79,627
|
|
|
|
$75,233
|
|
|
|
$44,688
|
|
|
|
$37,601
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
Gross profit
|
|
36.8
|
%
|
|
35.8
|
%
|
|
37.6
|
%
|
|
34.8
|
%
|
||||
Selling, general and administrative expenses
|
|
19.2
|
%
|
|
18.2
|
%
|
|
18.8
|
%
|
|
17.4
|
%
|
||||
Operating income
|
|
17.5
|
%
|
|
17.5
|
%
|
|
18.8
|
%
|
|
17.4
|
%
|
||||
Interest expense
|
|
.3
|
%
|
|
.3
|
%
|
|
.3
|
%
|
|
.3
|
%
|
||||
Other income
|
|
.1
|
%
|
|
.1
|
%
|
|
.1
|
%
|
|
.1
|
%
|
||||
Income tax expense
|
|
5.4
|
%
|
|
6.0
|
%
|
|
6.3
|
%
|
|
6.0
|
%
|
||||
Net income attributable to noncontrolling interests
|
|
2.3
|
%
|
|
2.4
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
||||
Net income attributable to HEICO
|
|
9.6
|
%
|
|
8.9
|
%
|
|
10.0
|
%
|
|
8.8
|
%
|
Exhibit
|
|
Description
|
|
|
|
10.1
|
|
Third Amendment to Revolving Credit Agreement, effective as of February 22, 2013, among HEICO Corporation, as Borrower, the Lenders from time to time party hereto and SunTrust Bank, as Administrative Agent. *
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. *
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. *
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer. **
|
|
|
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer. **
|
|
|
|
101.INS
|
|
XBRL Instance Document. *
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document. *
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document. *
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document. *
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document. *
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
HEICO CORPORATION
|
|
|
|
|
|
Date:
|
May 24, 2013
|
By:
|
/s/ CARLOS L. MACAU, JR.
|
|
|
|
Carlos L. Macau, Jr.
Executive Vice President - Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. WALKER
|
|
|
|
Steven M. Walker
Chief Accounting Officer
and Assistant Treasurer
(Principal Accounting Officer)
|
Exhibit
|
|
Description
|
|
|
|
10.1
|
|
Third Amendment to Revolving Credit Agreement, effective as of February 22, 2013, among HEICO Corporation, as Borrower, the Lenders from time to time party hereto and SunTrust Bank, as Administrative Agent.
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer.
|
|
|
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
Date:
|
May 24, 2013
|
|
/s/ LAURANS A. MENDELSON
|
|
|
|
Laurans A. Mendelson
Chief Executive Officer (Principal Executive Officer)
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
Date:
|
May 24, 2013
|
|
/s/ CARLOS L. MACAU, JR.
|
|
|
|
Carlos L. Macau, Jr.
Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
May 24, 2013
|
|
/s/ LAURANS A. MENDELSON
|
|
|
|
Laurans A. Mendelson
Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
May 24, 2013
|
|
/s/ CARLOS L. MACAU, JR.
|
|
|
|
Carlos L. Macau, Jr.
Chief Financial Officer
(Principal Financial Officer)
|