HEI 8-K Current Reports

Material AgreementsFinancial EventsRegulation FD+2

Heico 8-K Report, Financial Results (Aug 25, 2026)

HEICO Corporation reported record third-quarter fiscal 2026 results for the three and nine months ended July 31, 2026, as stated in its press release furnished as Exhibit 99.1 to this Form 8-K. Net income attributable to HEICO rose 33% to a record $235.4 million, or $1.67 per diluted share, for the quarter, and increased 31% to a record $659.4 million, or $4.67 per diluted share, for the first nine months. Net sales increased 23% to a record $1,413.1 million in the quarter and 21% to a record $3,967.3 million year to date, while operating income rose 34% to $355.2 million in the quarter and 30% to $965.5 million year to date. Management cited 14% consolidated organic net sales growth in the quarter. Operating margin improved to 25.1% in the quarter from 23.1% a year earlier. Balance sheet and cash flow metrics also improved. Cash flow from operating activities rose 49% to $345.3 million in the quarter. The company completed a public offering of $550 million of 4.950% Senior Notes due 2031 and $650 million of 5.400% Senior Notes due 2036, and used the proceeds to repay revolving credit facility borrowings. Total debt to net income attributable to HEICO improved to 3.00x from 3.14x at October 31, 2025, and net debt to EBITDA improved to 1.57x from 1.60x. Management stated it expects strong operating cash flow for fiscal 2026 and continues to evaluate acquisitions. Both segments grew. The Flight Support Group's quarterly net sales rose 18% to $947.8 million, with 12% organic growth, and its operating income rose 24% to $245.3 million. The Electronic Technologies Group's quarterly net sales rose 36% to $483.5 million, with 18% organic growth, and its operating income rose 55% to $125.6 million. The company will hold a conference call on August 26, 2026 to discuss the quarter.

Aug 25, 2026 8-K

Heico 8-K Report, Material Agreement (Jul 16, 2026)

HEICO Corporation closed a $1.2 billion senior notes offering on July 16, 2026, consisting of $550 million of 4.950% Senior Notes due August 1, 2031 and $650 million of 5.400% Senior Notes due August 1, 2036. The underwriting agreement was executed on July 13, 2026, and the notes were sold under the company's automatically effective shelf registration statement on Form S-3ASR. Interest is payable semi-annually on February 1 and August 1, beginning February 1, 2027. The notes are direct, unsecured senior obligations ranking equally with all existing and future senior unsecured indebtedness. The company intends to use the net proceeds to pay down borrowings outstanding under its revolving credit agreement, which the press release describes as a $2.2 billion facility. Management stated that this leaves HEICO with substantial ability and flexibility to fund future potential acquisitions. The offering is the company's second issuance of this kind, following its inaugural notes issuance in 2023, and management cited the investment grade ratings on both sets of notes. The indenture includes customary covenants limiting liens to secure indebtedness, sale and leaseback transactions, and certain mergers or asset conveyances, along with a change of control triggering event repurchase provision. Investors should review these terms and the optional redemption provisions described in the indenture, which are incorporated by reference into the filing's exhibits.

Jul 16, 2026 8-K

Heico 8-K Report, Material Agreement (Jun 17, 2026)

HEICO Corporation entered into a Fourth Amendment to its Revolving Credit Agreement on June 11, 2026, with the Lenders and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. The amendment increases the revolving credit facility's capacity from $2.0 billion to $2.2 billion and extends the maturity date of the Credit Agreement to June 11, 2031. The Lenders also agreed to modify the applicable rate, which will now be calculated based upon the most recently published ratings for the Company's senior unsecured, non-credit enhanced, long-term indebtedness for borrowed money. In addition, each subsidiary that had guaranteed the Obligations prior to June 11, 2026 was released from its guarantee under the Credit Facility. As a result, those subsidiaries were also automatically released from their guarantees of the Company's 5.250% Notes due 2028 and 5.350% Notes due 2031, issued under the Indenture and First Supplemental Indenture dated July 27, 2023. The filing also lists Exhibit 10.1, the Fourth Amendment itself, and Exhibit 104, the Cover Page Interactive Data File. The 8-K was signed by Carlos L. Macau, Jr., Executive Vice President, Chief Financial Officer and Treasurer, on June 17, 2026.

Jun 17, 2026 8-K

Heico 8-K Report, Financial Results (May 27, 2026)

HEICO Corporation reported record second-quarter fiscal 2026 results for the three months ended April 30, 2026, per a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 49% to a record $233.8 million, or $1.66 per diluted share, on record net sales of $1,375.7 million (up 25%) and record operating income of $350.4 million (up 41%). The consolidated operating margin improved to 25.5% from 22.6%, and the company stated consolidated organic net sales growth of 18%. For the first six months, net income rose 31% to a record $424.0 million, or $3.01 per diluted share, and net sales rose 20% to $2,554.3 million. Cash flow from operations increased 43% to $292.0 million in the second quarter, and management said it continues to forecast strong operating cash flow for fiscal 2026. Leverage increased over the period as the company completed four acquisitions in the first six months, two by the Flight Support Group and two by the Electronic Technologies Group. The total debt to net income attributable to HEICO ratio was 3.28x and the net debt to EBITDA ratio was 1.74x at April 30, 2026, compared with 3.14x and 1.60x at October 31, 2025. Management expects increased net sales at both segments for the rest of fiscal 2026 and said it will keep evaluating acquisitions. Both segments posted record quarterly results. Flight Support Group net sales rose 21% to $929.4 million with 19% organic growth, and operating margin improved to 26.2%. Electronic Technologies Group net sales rose 34% to $459.5 million with 17% organic growth, and operating margin improved to 26.5%. The company also reported EBITDA of $408.3 million for the quarter, and a conference call is scheduled for May 28, 2026.

May 27, 2026 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 17, 2026)

HEICO Corporation (HEI) held its Annual Meeting of Shareholders on Friday, March 13, 2026, and this Item 5.07 report discloses the results of three shareholder votes. As of the January 16, 2026 record date, 55,142,805 shares of Common Stock (one vote each) and 84,266,714 shares of Class A Common Stock (1/10th vote each) were outstanding. All nine director nominees were elected to serve until the next annual meeting. Shareholders also approved, on a non-binding advisory basis, the executive compensation program and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2026. The director election results show broad support for most nominees, with each receiving well over 50 million 'For' votes except Mark H. Hildebrandt (39,673,122 For, 14,173,077 Against) and Dr. Alan Schriesheim (39,445,974 For, 14,444,232 Against), who drew substantially higher opposition. The advisory say-on-pay proposal received 48,957,609 'For' votes against 4,907,408 'Against' and 68,560 abstentions. The auditor ratification received 56,478,611 'For', 1,437,105 'Against', and 33,624 abstentions. Each proposal is described in the company's definitive proxy statement filed January 30, 2026. For investors, the filing contains no new financial results, guidance, or transactions; its significance lies in governance outcomes, notably the notable opposition to two director nominees and the relatively higher level of dissent on the executive compensation vote versus the auditor ratification.

Mar 17, 2026 8-K

Heico 8-K Report, Financial Results (Feb 25, 2026)

HEICO Corporation reported record first-quarter fiscal 2026 results for the three months ended January 31, 2026, in a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 13% to a record $190.2 million, or $1.35 per diluted share, from $168.0 million, or $1.20 per diluted share, a year earlier. Net sales increased 14% to $1,178.6 million and operating income increased 15% to $259.9 million, with the consolidated operating margin improving to 22.1% from 22.0%. Both periods were favorably affected by discrete tax benefits from stock option exercises, which were $21.8 million, or 15 cents per diluted share, in fiscal 2026 and $26.5 million, or 19 cents per diluted share, in fiscal 2025. Cash flow from operating activities was $178.6 million, down from $203.0 million, which management attributed to a significant distribution under the HEICO Leadership Compensation Plan and higher performance-based compensation payments. Leverage increased after an acquisition completed during the quarter: the total debt to net income attributable to HEICO ratio was 3.52x versus 3.14x at October 31, 2025, and the net debt to EBITDA ratio was 1.79x versus 1.60x. Long-term debt rose to $2,504.3 million from $2,164.6 million, and acquisitions, net of cash acquired, totaled $441.4 million in the quarter. Management said it expects continued sales momentum in both segments and strong cash flow from operations for fiscal 2026. By segment, the Flight Support Group grew net sales 15% to $820.0 million, with organic growth of 12%, and operating income rose 21% to $200.7 million. The Electronic Technologies Group grew net sales 12% to $370.7 million, with organic growth of 6%, but its operating income declined to $73.2 million from $76.5 million, and its operating margin fell to 19.8% from 23.1%, reflecting lower gross profit margin from product mix and lower space product sales.

Feb 25, 2026 8-K

Heico 8-K Report, Executive Changes (Dec 22, 2025)

HEICO Corporation disclosed in this Form 8-K, filed December 22, 2025, that its Board of Directors appointed Nanda Kumar Cheruvatath as an independent director on December 18, 2025, effective December 24, 2025. The filing states there were no arrangements or understandings under which he was appointed, and no related party transactions reportable under Item 404(a) of Regulation S-K. Mr. Cheruvatath, age 64, previously spent more than thirty years with Eaton Corporation plc, most recently as President of its Aerospace Group, where the filing says he led strategic initiatives including major acquisitions and long-term growth strategies for next-generation aerospace platforms. He also served as Executive Vice President with responsibility for the Eaton Business System. Since retiring from Eaton in April 2024, he has advised various aerospace companies and currently serves as Vice Chairman of an Eaton joint venture. As of the date of the report, he has been appointed to the Environmental, Safety and Health Committee effective December 23, 2025. The filing contains no financial results, and its only exhibit is the Cover Page Interactive Data File (Exhibit 104).

Dec 22, 2025 8-K

Heico 8-K Report, Financial Results (Dec 18, 2025)

HEICO Corporation reported record fourth-quarter and fiscal 2025 results for the period ended October 31, 2025, as announced in a press release furnished as Exhibit 99.1. Fourth-quarter net income rose 35% to a record $188.3 million, or $1.33 per diluted share, on record net sales of $1,209.4 million (up 19%) and record operating income of $279.0 million (up 28%). The operating margin improved to 23.1% from 21.6%. For the full fiscal year, net income increased 34% to a record $690.4 million ($4.90 per diluted share), net sales rose 16% to a record $4,485.0 million, and operating income rose 24% to a record $1,019.0 million, with the operating margin improving to 22.7% from 21.4%. Management attributed the growth to double-digit organic net sales growth and contributions from fiscal 2025 acquisitions, and cited a 16% quarterly organic net sales increase in the Flight Support Group. Cash flow and balance sheet metrics also strengthened. Operating cash flow rose 39% to $934.3 million for the year, and the total debt to net income attributable to HEICO ratio improved to 3.14x from 4.34x, while the net debt to EBITDA ratio improved to 1.60x from 2.06x. The Board declared a semiannual cash dividend of $.12 per share payable in January 2026, the 95th consecutive semiannual dividend since 1979. Management said it expects net sales growth across both segments in fiscal 2026, driven by organic demand and recent acquisitions, and will continue to pursue selective acquisitions. The filing itself is a Form 8-K under Item 2.02 that furnishes the earnings release; the information is not deemed filed for purposes of Section 18 of the Exchange Act. A conference call to discuss the fourth-quarter results is scheduled for December 19, 2025 at 9:00 a.m. Eastern Time.

Dec 18, 2025 8-K

Heico 8-K Report, Executive Changes (Sep 29, 2025)

HEICO Corporation (NYSE: HEI.A and HEI) reported in this Form 8-K filed September 29, 2025 that Executive Chairman Laurans A. Mendelson passed away on September 27, 2025, at age 87. He had served as Chairman and Chief Executive Officer from 1990 until earlier in 2025, when he became Executive Chairman. Following his death, and in accordance with long-standing succession plans previously approved by the Board, Eric A. Mendelson and Victor H. Mendelson, the Company's Co-Vice Chairmen and Co-Chief Executive Officers, were appointed Co-Chairmen of the Board, effective immediately. They will continue serving as Co-Chief Executive Officers. The Company does not anticipate any changes to its business or operations as a result of his passing. The accompanying press release (Exhibit 99.1) describes the company's growth under the Mendelson family's leadership, stating HEICO has a market capitalization of approximately $39 billion, revenue nearing $4.5 billion, and around 11,000 employees across 164 facilities in 15 countries and 29 states.

Sep 29, 2025 8-K

Heico 8-K Report, Financial Results (Aug 25, 2025)

HEICO Corporation reported record third-quarter fiscal 2025 results for the three months ended July 31, 2025, with net income attributable to HEICO rising 30% to a record $177.3 million, or $1.26 per diluted share, from $136.6 million, or $.97 per diluted share, a year earlier. Net sales increased 16% to a record $1,147.6 million and operating income increased 22% to a record $265.0 million, with the consolidated operating margin improving to 23.1% from 21.8%. For the first nine months of fiscal 2025, net income attributable to HEICO was a record $502.1 million, or $3.57 per diluted share, and net sales were a record $3,275.6 million. By segment, the Flight Support Group grew third-quarter net sales 18% to a record $802.7 million, with 13% organic growth driven by aerospace aftermarket demand, and it has now posted twenty consecutive quarters of net sales growth. The Electronic Technologies Group's third-quarter net sales rose 10% to a record $355.9 million, with 7% organic growth, while its operating income increased 7% to $81.0 million and its operating margin fell to 22.8% from 23.5%. Operating cash flow for the quarter increased 8% to $231.2 million, and leverage declined, with the total debt to net income attributable to HEICO ratio at 3.81x and the net debt to EBITDA ratio at 1.90x as of July 31, 2025, versus 4.34x and 2.06x as of October 31, 2024. The filing furnishes the press release under Item 2.02 and states that it is not deemed filed for purposes of Section 18 of the Exchange Act. Management said it remains confident in net sales growth across both segments and aims to accelerate growth through recently completed acquisitions. A conference call to discuss the third-quarter results is scheduled for August 26, 2025.

Aug 25, 2025 8-K

Heico 8-K Report, Executive Changes (Aug 8, 2025)

HEICO Corporation filed this Form 8-K to report the death of director Frank J. Schwitter, who passed away on August 5, 2025. The filing states that Mr. Schwitter had served on the Company's Board of Directors since December 2006 and was a member of the Audit Committee. The report is limited to this board-level event under Item 5.02 and does not disclose financial results, guidance, or other operating information. The filing involves no new appointments, compensation arrangements, or changes to the Board's composition beyond the loss of Mr. Schwitter's seat. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104). The filing was signed by Carlos L. Macau, Jr., Executive Vice President, Chief Financial Officer and Treasurer, on August 8, 2025. For investors, the principal takeaway is the loss of an Audit Committee member, which may prompt the Board to address committee membership. The filing does not state any successor or timing for filling the vacancy.

Aug 8, 2025 8-K

Heico 8-K Report, Financial Results (May 27, 2025)

HEICO Corporation reported record second-quarter fiscal 2025 results for the three months ended April 30, 2025, according to a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 27% to $156.8 million, or $1.12 per diluted share, from $123.1 million, or $.88 per diluted share, a year earlier. Net sales increased 15% to a record $1,097.8 million, and operating income increased 19% to a record $248.2 million, with the consolidated operating margin improving to 22.6% from 21.9%. For the first six months of fiscal 2025, net income rose 37% to a record $324.7 million, or $2.31 per diluted share, and net sales rose 15% to a record $2,128.0 million. By segment, the Flight Support Group reported quarterly net sales up 19% to a record $767.1 million and operating income up 24% to a record $185.0 million, with the company citing 14% organic net sales growth. The Electronic Technologies Group's quarterly net sales increased 7% to $342.2 million, with organic growth of 4%, while its operating income rose 3% to $77.9 million. The company stated that the Flight Support Group has achieved nineteen consecutive quarters of sequential net sales growth. Cash flow from operations increased 45% to $204.7 million in the second quarter. Leverage declined, with the total debt to net income attributable to HEICO ratio at 3.79x and the net debt to EBITDA ratio at 1.86x as of April 30, 2025, down from 4.34x and 2.06x as of October 31, 2024. Management said it remains confident in net sales growth across both segments in the remainder of fiscal 2025 and plans to pursue both acquisitions and organic growth.

May 27, 2025 8-K

Heico 8-K Report, Executive Changes (Apr 22, 2025)

HEICO Corporation (NYSE: HEI and HEI.A) filed this Form 8-K on April 22, 2025 to report leadership transitions approved by its Board of Directors on April 18, 2025 and publicly announced on April 21, 2025. Effective May 1, 2025, Laurans A. Mendelson, Chairman and Chief Executive Officer since 1990, will become Executive Chairman of the Board. Eric A. Mendelson and Victor H. Mendelson, who have served as Co-Presidents since 2009, will become Co-Chief Executive Officers on the same date. Eric also remains President and CEO of the Flight Support Group, and Victor remains President and CEO of the Electronic Technologies Group. The company describes the changes as part of its long-standing internal succession planning process, which it says has been occurring internally over many years. According to the filing, there are no changes to the compensation arrangements of the named executives in connection with these appointments, and their compensation continues as previously disclosed in the proxy statement filed January 31, 2025. The company states that the position changes are intended to better match titles with daily responsibilities. The accompanying press release (Exhibit 99.1) states that the company has a decentralized structure in which business leaders at each subsidiary manage operations, and it describes HEICO's operations as serving the aviation, defense, space, medical, telecommunications and electronics industries. The press release also notes that the Flight Support Group operates 61 facilities and employs approximately 5,100 Team Members, and that the Electronic Technologies Group operates 59 facilities and employs approximately 5,400 Team Members.

Apr 22, 2025 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 18, 2025)

HEICO Corporation held its Annual Meeting of Shareholders on Friday, March 14, 2025, where shareholders voted on three proposals detailed in the company's definitive proxy statement filed on January 31, 2025. The record date was January 17, 2025, when 55,018,646 shares of Common Stock (one vote each) and 83,848,845 shares of Class A Common Stock (1/10th vote each) were outstanding. All ten director nominees were elected to serve until the next annual meeting or until successors are elected and qualified. Several nominees received substantially more votes against than others; for example, Mark H. Hildebrandt received 32,869,993 votes for and 19,987,157 against, and Dr. Alan Schriesheim received 38,172,328 for and 14,726,398 against. Most other nominees received large majorities in favor, with Thomas M. Culligan receiving 52,268,754 for and 632,557 against. Shareholders also approved, on an advisory non-binding basis, the executive compensation of the company's named executive officers (50,071,474 for, 2,754,088 against, 98,241 abstain, 5,001,440 broker non-votes), and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending October 31, 2025 (55,996,656 for, 1,807,174 against, 121,413 abstain).

Mar 18, 2025 8-K

Heico 8-K Report, Financial Results (Feb 26, 2025)

HEICO Corporation reported record first-quarter fiscal 2025 results for the three months ended January 31, 2025, per a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 46% to a record $168.0 million, or $1.20 per diluted share, from $114.7 million, or $.82 per diluted share, a year earlier. Net sales increased 15% to a record $1,030.2 million, and operating income rose 26% to a record $226.8 million, with the consolidated operating margin improving to 22.0% from 20.1%. The company stated that net income was favorably impacted by a discrete income tax benefit from stock option exercises of $26.5 million, or 19 cents per diluted share, net of noncontrolling interests. By segment, the Flight Support Group's net sales increased 15% to $713.2 million with 13% organic growth, and its operating income rose 22% to $166.1 million. The Electronic Technologies Group's net sales increased 16% to $330.3 million with 11% organic growth, and its operating income rose 38% to $76.5 million, driven mainly by defense, space and aerospace products. Cash flow from operating activities increased 82% to $203.0 million. The company deployed approximately $255 million in cash on acquisitions during the quarter. Leverage metrics were stable to slightly improved. The total debt to net income attributable to HEICO ratio was 4.15x at January 31, 2025, down from 4.34x at October 31, 2024, while the net debt to EBITDA ratio was 2.08x, compared with 2.06x. Management said it remains confident in net sales growth across both segments for the remainder of fiscal 2025 and expects strong cash flow from operations.

Feb 26, 2025 8-K

Heico 8-K Report, Executive Changes (Feb 14, 2025)

HEICO Corporation filed this Form 8-K to report two leadership changes in its accounting function. Steven M. Walker, Chief Accounting Officer (principal accounting officer) and Assistant Treasurer, notified the Company on February 10, 2025 of his retirement. He is 60 and has been with HEICO since 2002, serving as Chief Accounting Officer since June 1, 2012. His retirement takes effect February 14, 2025, and he will remain an employee through March 31, 2025 under his current compensation arrangement to support a transition. The filing states his decision was not the result of any disagreement with the Company. The Board appointed Bradley K. Rowen, Senior Director of Corporate Accounting and Finance, on February 13, 2025 to succeed Mr. Walker as Chief Accounting Officer (principal accounting officer) and Assistant Treasurer, effective February 14, 2025. Mr. Rowen, age 43, has been with the Company since 2011 and was promoted to his current role on February 5, 2018. He previously worked at PwC as an Audit and Assurance Manager and is a Certified Public Accountant. The Company deems him an executive officer, and the filing states there are no related transactions with either officer requiring disclosure under Item 404(a) of Regulation S-K. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the inline XBRL document. No financial results or other financial metrics are reported in this filing.

Feb 14, 2025 8-K

Heico 8-K Report, Financial Results (Dec 17, 2024)

HEICO Corporation reported record fourth-quarter and full-fiscal-year 2024 results for the fiscal year ended October 31, 2024, as described in a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 35% to a record $139.7 million, or $.99 per diluted share, in the fourth quarter, and rose 27% to a record $514.1 million, or $3.67 per diluted share, for the fiscal year. Net sales increased 8% to a record $1,013.7 million in the quarter and 30% to a record $3,857.7 million for the year, while operating income reached a record $218.6 million in the quarter (up 15%) and $824.5 million for the year (up 32%). The Flight Support Group drove much of the growth, with organic net sales growth of 12% in the quarter and 13% for the year, while the Electronic Technologies Group's fourth-quarter net sales declined to $336.2 million from $342.5 million. Balance sheet and cash flow metrics improved over the year. Cash flow from operations increased 50% to $672.4 million for the fiscal year, and the total debt to net income attributable to HEICO ratio fell to 4.34x from 6.14x, while the net debt to EBITDA ratio declined to 2.06x from 3.04x. EBITDA rose 32% to $1,002.2 million for the fiscal year. The company also declared a semiannual cash dividend of $.11 per share payable in January 2025, its 93rd consecutive semiannual dividend since 1979. Management highlighted several fiscal 2024 acquisitions, including 70% of SVM Private Limited, 87.9% of Mid Continent Controls, Inc., 92.5% of Marway Power Solutions, Inc., and the Aerial Delivery and Descent Devices divisions of Capewell Aerial Systems, and expects these to be accretive to earnings within the year following each acquisition. Management anticipates net sales growth in both segments in fiscal 2025, driven mainly by organic growth.

Dec 17, 2024 8-K

Heico 8-K Report, Financial Results (Aug 26, 2024)

HEICO Corporation reported record third-quarter fiscal 2024 results for the three months ended July 31, 2024. Net sales rose 37% to a record $992.2 million, operating income rose 45% to a record $216.4 million, and net income attributable to HEICO rose 34% to a record $136.6 million, or $.97 per diluted share. For the first nine months of fiscal 2024, net sales increased 40% to a record $2,844.0 million, operating income increased 39% to a record $605.8 million, and net income increased 25% to a record $374.4 million, or $2.67 per diluted share. The Flight Support Group drove much of the growth, with third-quarter net sales up 68% to a record $681.6 million and organic net sales growth of 15%, while the Electronic Technologies Group's third-quarter net sales were roughly flat at $322.1 million versus $325.9 million a year earlier. Leverage declined over the period. The company stated a total debt to net income attributable to HEICO ratio of 4.73x as of July 31, 2024, down from 6.14x as of October 31, 2023, and a net debt to EBITDA ratio of 2.11x, down from 3.04x. Operating cash flow in the third quarter increased 47% to $214.0 million. Management said it continues to forecast strong cash flow from operations for fiscal 2024 and expects the recently acquired Aerial Delivery and Descent Devices divisions of Capewell Aerial Systems to be accretive to earnings within the year following the acquisition. The purchase was paid in cash, principally using revolver proceeds. The company furnished the earnings press release as Exhibit 99.1 under Item 2.02 and noted a conference call on August 27, 2024 to discuss the results.

Aug 26, 2024 8-K

Heico 8-K Report, Financial Results (May 28, 2024)

HEICO Corporation reported record second-quarter fiscal 2024 results for the three months ended April 30, 2024, according to a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 39% to a record $955.4 million, operating income increased 33% to a record $209.2 million, and net income attributable to HEICO increased 17% to a record $123.1 million, or $0.88 per diluted share. For the first six months of fiscal 2024, net sales increased 41% to $1,851.8 million, operating income increased 36% to $389.4 million, and net income increased 20% to $237.8 million, or $1.70 per diluted share. The Flight Support Group drove much of the growth, with net sales up 65% to $647.2 million, supported by 12% organic growth principally from aftermarket replacement parts, while the Electronic Technologies Group's net sales rose 6% to $319.3 million. The company's balance sheet and cash generation also improved. The total debt to trailing twelve-month net income attributable to HEICO ratio was 5.39x at April 30, 2024, down from 6.14x at October 31, 2023, and the net debt to EBITDA ratio was 2.45x, down from 3.04x. Cash flow provided by operating activities rose 82% to $141.1 million in the second quarter, and management stated it continues to forecast strong cash flow from operations for fiscal 2024. Management also anticipates net sales growth in both segments for the remainder of the fiscal year, driven by fiscal 2023 acquisitions and product demand. Consolidated operating margin, however, declined to 21.9% in the quarter from 22.8% a year earlier, as the Flight Support Group's margin fell to 23.0% from 25.5%.

May 28, 2024 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 19, 2024)

HEICO Corporation held its Annual Meeting of Shareholders on March 15, 2024, and shareholders voted on three proposals, as described in the company's definitive proxy statement filed February 2, 2024. Holders of record as of January 19, 2024 were eligible to vote. On that date, 54,764,476 shares of Common Stock (one vote per share) and 83,542,292 shares of Class A Common Stock (1/10th vote per share) were outstanding. All ten director nominees were elected to serve until the next annual meeting or until a successor is elected and qualified. Several nominees received substantial opposing votes. Mark H. Hildebrandt received 34,222,747 votes for and 20,788,289 against, and Dr. Alan Schriesheim received 42,438,998 for and 12,600,435 against. The other nominees generally received much larger majorities of votes for. Shareholders also held a non-binding advisory vote on executive compensation, which recorded 34,961,226 votes for, 19,943,977 against, and 164,164 abstentions. Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2024, with 57,244,442 votes for, 1,543,875 against, and 50,249 abstentions.

Mar 19, 2024 8-K

Heico 8-K Report, Financial Results (Feb 26, 2024)

HEICO Corporation reported results for the first quarter of fiscal 2024 (three months ended January 31, 2024) in a press release furnished as Exhibit 99.1. Net sales increased 44% to $896.4 million from $620.9 million, operating income rose 39% to $180.2 million, and net income attributable to HEICO increased 23% to $114.7 million, or $.82 per diluted share, compared with $93.0 million, or $.67 per diluted share, a year earlier. The company stated that net income in both periods was favorably affected by discrete income tax benefits from stock option exercises, which were $13.3 million net of noncontrolling interests in fiscal 2024 versus $6.1 million in fiscal 2023. By segment, the Flight Support Group's net sales rose 67% to a record $618.7 million, with operating income up 63% to $136.1 million, and the company cited 12% organic growth driven mainly by aftermarket replacement parts and repair and overhaul parts and services. The Electronic Technologies Group's net sales increased 12% to $285.9 million, while its operating income declined to $55.3 million from $56.5 million, with operating margin falling to 19.3% from 22.2%, which management attributed to product sales mix, higher new product research and development expenses, and higher SG&A as a percentage of sales. Cash flow from operating activities increased 46% to $111.7 million, and leverage ratios improved: total debt to net income attributable to HEICO was 5.88x (from 6.14x at October 31, 2023) and net debt to EBITDA was 2.79x (from 3.04x). EBITDA for the quarter was $224.4 million, up 43%. Management said it continues to forecast strong operating cash flow for fiscal 2024 and anticipates net sales growth in both segments for the remainder of the year.

Feb 26, 2024 8-K

Heico 8-K Report, Financial Results (Dec 18, 2023)

HEICO Corporation reported record fourth-quarter and full fiscal 2023 results for the fiscal year ended October 31, 2023, in a press release furnished as Exhibit 99.1. Fourth-quarter net sales rose 54% to a record $936.4 million, and operating income rose 29% to a record $189.4 million. Net income attributable to HEICO increased 6% to $103.4 million, or $.74 per diluted share. For the full year, net sales increased 34% to a record $2,968.1 million, operating income increased 26% to a record $625.3 million, and net income attributable to HEICO increased 15% to a record $403.6 million, or $2.91 per diluted share. Results include Wencor and Exxelia acquisition costs, which reduced full-year net income by approximately $21.5 million. The balance sheet and leverage changed significantly during the year. Management stated that the increase in the net debt to EBITDA ratio, to 3.04x from .25x, principally reflects the offering of $1.2 billion in senior unsecured notes and increased revolving credit facility borrowings used to fund the Wencor acquisition purchase price. Total debt was $2,478,078 thousand at October 31, 2023, versus $290,274 thousand a year earlier. Full-year operating cash flow was $448.7 million, and fourth-quarter operating cash flow was $148.4 million, which management said reflected higher inventories to support increased consolidated backlog. Looking ahead, management anticipates net sales growth in both the Flight Support Group and Electronic Technologies Group in fiscal 2024, driven mainly by fiscal 2023 acquisitions and demand. It also flagged continued inflationary pressures that may raise material and labor costs, and noted ongoing integration of Wencor. The Board declared a semi-annual cash dividend of $.10 per share payable in January 2024.

Dec 18, 2023 8-K/A

Exhibits & Filings

Heico 8-K/A Report, Exhibit Filing (Oct 18, 2023)

HEICO Corporation filed this amendment to its August 10, 2023 Current Report on Form 8-K to supplement the original filing with financial statements of Jazz Parent, Inc., the owner of Wencor Group, and pro forma financial information, as required by Items 9.01(a) and 9.01(b). The underlying transaction closed on August 4, 2023. Wencor is described as a large commercial and military aircraft aftermarket company offering factory-new FAA-approved replacement parts, value-added distribution of high-use aftermarket parts, and aircraft and engine accessory component repair and overhaul services. HEICO paid $1.9 billion in cash, subject to working capital, debt and other customary adjustments, plus 1,137,628 shares of its Class A common stock. The cash was funded with its revolving credit facility and proceeds from $600.0 million of 5.250% Senior Notes due 2028 and $600.0 million of 5.350% Senior Notes due 2033. The pro forma condensed combined statements show HEICO's fiscal year ended October 31, 2022 net sales of $2,208,322 thousand, which become $2,695,852 thousand combined with Wencor's year ended December 31, 2022. Pro forma net income attributable to HEICO for that year is $272,800 thousand, or $1.96 diluted per share, versus HEICO's reported $351,675 thousand. For the nine months ended July 31, 2023, pro forma net sales are $2,513,370 thousand and pro forma net income attributable to HEICO is $268,101 thousand, or $1.92 diluted per share. The pro forma figures are illustrative only and do not reflect integration costs or expected synergies. The purchase price allocation is preliminary and assigns $1,267,612 thousand to goodwill, $378,700 thousand to customer relationships and $113,300 thousand to intellectual property. For investors, the key takeaways are the scale of the acquisition relative to HEICO's balance sheet, the debt-funded portion of the price, and the pro forma dilution to per-share earnings. The filing presents the figures without commentary on their outlook.

Oct 18, 2023 8-K

Acquisitions & DispositionsMaterial AgreementsSecurities & Listing+1

Heico 8-K Report, Financial Results (Aug 28, 2023)

HEICO Corporation reported record net sales for the third quarter of fiscal 2023 (quarter ended July 31, 2023) of $722.9 million, up 27% from $569.5 million a year earlier, with operating income rising 16% to $149.4 million and net income attributable to HEICO increasing 24% to $102.0 million, or $.74 per diluted share. For the first nine months of fiscal 2023, net sales rose 27% to a record $2,031.7 million, operating income increased 24% to a record $435.9 million, and net income attributable to HEICO increased 18% to a record $300.2 million, or $2.17 per diluted share. Consolidated operating margin declined to 20.7% in the quarter from 22.6% a year earlier, and EBITDA rose 18% to $179.8 million in the quarter. The Flight Support Group and Electronic Technologies Group both posted record quarterly net sales, with Flight Support Group sales up 23% and Electronic Technologies Group sales up 33%. The quarter was shaped by the Wencor acquisition, which the company completed in August 2023 for $1.9 billion in cash and approximately 1.1 million shares of Class A Common Stock valued at $150 million, or $2.05 billion in aggregate. Acquisition costs related to Wencor reduced third-quarter net income by approximately $3.5 million, or 3 cents per diluted share. Management forecasts pro forma net debt-to-EBITDA of approximately 3:1 immediately after closing, returning to historical levels within roughly one to eighteen months, and expects the deal to be accretive to earnings within the year following closing. Net debt to EBITDA was .75x as of July 31, 2023, up from .25x at October 31, 2022, reflecting $1.2 billion of senior unsecured notes issued in the first nine months to fund the acquisition and repay revolver borrowings. Management continues to expect net sales growth in both segments for the remainder of fiscal 2023 and anticipates strong operating cash flow for the year, while cautioning that inflationary pressures and lingering COVID-19-related supply chain disruptions may raise material and labor costs. Operating cash flow in the third quarter was $145.9 million, compared with $149.2 million a year earlier, reflecting higher inventories to support growing backlog. The company also filed a related press release as Exhibit 99.1 furnished under Item 2.02, which is not deemed filed under the Exchange Act.

Aug 28, 2023 8-K

Heico 8-K Report, Agreement Terminated (Aug 10, 2023)

HEICO Corporation completed its previously announced acquisition of Jazz Parent, Inc., owner of Wencor Group, on August 4, 2023 under the Agreement and Plan of Merger dated May 15, 2023. Wencor is described as a large commercial and military aircraft aftermarket company offering factory-new FAA-approved aircraft replacement parts, value-added distribution of high-use commercial and military aftermarket parts, and aircraft and engine accessory component repair and overhaul services. Target stockholders received cash consideration of $1.9 billion, subject to working capital, debt and other customary adjustments, plus 1,137,628 shares of HEICO Class A common stock. HEICO funded the cash portion with proceeds from $600 million of 5.250% Senior Notes due 2028 and $600 million of 5.350% Senior Notes due 2033, along with funds available under its revolving credit facility. On August 8, 2023, HEICO terminated the bridge financing commitment letter with Truist Bank and Truist Securities, Inc., because that financing was no longer necessary. In connection with the merger, HEICO entered into a registration rights agreement and filed a Form S-3ASR on August 4, 2023 to register the resale of 1,054,606 Class A shares issued in the merger. The share issuance was made without registration under Section 4(a)(2) of the Securities Act. The filing states that financial statements of the acquired business and pro forma financial information will be filed by amendment.

Aug 10, 2023 8-K

Other EventsExhibits & Filings

Heico 8-K Report, Corporate Update (Aug 4, 2023)

HEICO Corporation (NYSE: HEI.A and HEI) filed an 8-K on August 4, 2023 to report that it has completed its previously announced acquisition of Wencor Group, furnished as Exhibit 99.1. The purchase consideration was $1.9 billion in cash and $150 million in HEICO Class A Common Stock paid at closing, or $2.05 billion in the aggregate. HEICO describes the deal as its largest ever in purchase price, revenues and income acquired, and Wencor has joined its Flight Support Group. Wencor is a commercial and military aircraft aftermarket company offering FAA-approved replacement parts, distribution of aftermarket parts, and accessory repair and overhaul services, with about 1,000 employees in 19 U.S. facilities. HEICO stated that Wencor was estimated to generate approximately $724 million in adjusted proforma revenues and $153 million in EBITDA in calendar year 2023, and that it is currently exceeding those initial expectations. The company expects the acquisition to be accretive to earnings within the year following closing and anticipates estimated tax benefits of about $75 million realized through fiscal year 2038. HEICO expects its net debt-to-EBITDA leverage ratio to be below 3:1 after closing, returning to historical levels within roughly one to eighteen months, before considering future acquisitions or other capital deployment. The filing is a notice of a completed transaction; the press release describes management commentary on synergies and growth but does not provide a full financial statement reconciliation. The projected EBITDA and net debt-to-EBITDA figures are non-GAAP measures, and HEICO states it cannot provide a GAAP reconciliation without unreasonable effort.

Aug 4, 2023 8-K

Material AgreementsFinancial EventsRegulation FD+2

Heico 8-K Report, Material Agreement (Jul 27, 2023)

On July 27, 2023, HEICO Corporation completed a public offering of $1.2 billion in senior unsecured notes, consisting of $600,000,000 of 5.250% Senior Notes due August 1, 2028 and $600,000,000 of 5.350% Senior Notes due August 1, 2033. The company intends to use the net proceeds to fund a portion of the purchase price for its acquisition of Wencor Group, including related fees and expenses, with any remaining amounts used for general corporate purposes. HEICO temporarily used part of the proceeds to repay outstanding borrowings under its revolving credit agreement. The notes are direct, unsecured senior obligations that rank equally with all existing and future senior unsecured indebtedness, and are fully and unconditionally guaranteed by the company's subsidiaries that guarantee its revolving credit agreement obligations. Interest is payable semi-annually beginning February 1, 2024. The indenture includes customary covenants limiting liens, sale and leaseback transactions, and certain mergers or asset conveyances. A change of control triggering event may require an offer to purchase the notes. A key investor consideration is the special mandatory redemption feature: if the Wencor Acquisition does not close by the earlier of February 14, 2023 (subject to extension) or termination of the merger agreement, the 2033 Notes must be redeemed at 101% of principal plus accrued interest. The accompanying press release states the acquisition is expected to close by the end of calendar year 2023 and that the notes received an investment grade rating. The CFO stated the company plans to reduce leverage to historical norms over the next few years.

Jul 27, 2023 8-K

Other EventsExhibits & Filings

Heico 8-K Report, Corporate Update (Jul 24, 2023)

HEICO Corporation (HEI) disclosed in an 8-K filed July 24, 2023 that on July 19, 2023 it entered into an Underwriting Agreement with BofA Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for the issuance and sale of $600,000,000 principal amount of 5.250% Senior Notes due 2028 and $600,000,000 principal amount of 5.350% Senior Notes due 2033. Certain subsidiaries will guarantee the notes. The Transaction is expected to close on July 27, 2023. The Company intends to use the net proceeds to fund a portion of the purchase price for its acquisition of Wencor Group, including related fees and expenses, with any remaining amounts used for general corporate purposes. It may also temporarily repay revolving credit borrowings and invest funds not immediately needed in short-term investments, including marketable securities. The filing states that it was made so that certain items related to the Transaction can be incorporated by reference into the Company's Registration Statement on Form S-3ASR (Registration No. 333-273297). The underwriting agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions, and is filed as Exhibit 1.1.

Jul 24, 2023 8-K

Heico 8-K Report, Material Agreement (Jul 17, 2023)

HEICO Corporation disclosed in this Form 8-K, dated July 17, 2023, that on July 14, 2023 it entered into a Third Amendment to its existing Revolving Credit Agreement with a group of lenders and Truist Bank (as successor by merger to SunTrust Bank) as Administrative Agent. The amendment increases the Lenders' aggregate revolving commitments from $1.5 billion to $2.0 billion, extends the maturity date of the Credit Agreement to July 14, 2028, and raises the applicable rate for certain total leverage ratio tiers in the pricing grid. For investors, the key takeaways are expanded borrowing capacity and a longer maturity profile for the company's revolving credit facility. The higher commitment level gives HEICO an additional $500 million of available revolving borrowing capacity under the agreement as stated in the filing, while the extension moves the maturity out to 2028. The increase in the applicable rate on certain leverage ratio tiers means borrowing costs under the facility rise at those leverage levels. The filing describes the amendment as qualified in its entirety by the copy filed as Exhibit 10.1, which is incorporated by reference. The report was signed by Carlos L. Macau, Jr., Executive Vice President, Chief Financial Officer and Treasurer.

Jul 17, 2023 8-K

Material AgreementsSecurities & ListingExhibits & Filings

Heico 8-K Report, Financial Results (May 22, 2023)

HEICO Corporation reported record second-quarter fiscal 2023 results for the three months ended April 30, 2023. Net sales rose 28% to a record $687.8 million, and operating income rose 28% to a record $157.1 million, with the consolidated operating margin at 22.8% in both fiscal 2023 and 2022. Net income attributable to HEICO increased 24% to $105.1 million, or $.76 per diluted share. For the first six months, net sales increased 27% to $1,308.8 million, operating income increased 29% to $286.5 million, and net income increased 15% to $198.1 million, or $1.43 per diluted share. The Flight Support Group drove much of the growth, with 20% quarterly organic net sales growth mainly from commercial aerospace parts and services, and the company cited eleven consecutive quarters of sequential growth in that group's net sales and operating income. Balance sheet leverage increased substantially during the period. The total debt to shareholders' equity ratio was 26.4% at April 30, 2023, compared with 11.0% at October 31, 2022, and net debt was $627.5 million. Management attributed the rise mainly to financing the January 2023 purchase of Exxelia International. Operating cash flow was $77.8 million in the second quarter, down from $96.8 million a year earlier, reflecting higher inventories to support increased backlog. Management said it continues to forecast strong operating cash flow for fiscal 2023. The company also disclosed a pending agreement to acquire 100% of Wencor Group for $1.9 billion in cash and $150 million in HEICO Class A Common Stock. Management described it as HEICO's largest-ever acquisition by purchase price, revenues and income acquired, expected to close by the end of calendar 2023, subject to customary conditions including antitrust clearance. Management expects Wencor to be accretive to earnings within a year of closing. The Electronic Technologies Group reported record net sales of $301.8 million, but defense products sales declined, and its operating margin fell to 22.5% from 27.8%.

May 22, 2023 8-K

Heico 8-K Report, Material Agreement (May 18, 2023)

HEICO Corporation (HEI) has agreed to acquire Wencor Group from affiliates of Warburg Pincus LLC and Wencor's management under a Merger Agreement signed May 15, 2023. The total consideration is $1.9 billion in cash and 1,137,656 shares of HEICO Class A Common Stock, which the filing values at $150 million, for an aggregate of $2.05 billion. Wencor is described as a large commercial and military aircraft aftermarket company offering factory-new FAA-approved replacement parts, value-added distribution of high-use aftermarket parts, and aircraft and engine accessory component repair and overhaul services. The cash portion is subject to working capital, debt and other customary adjustments, and HEICO will deposit $20 million of the cash into escrow at closing to cover post-closing adjustments. Closing is subject to customary conditions, including expiration or termination of the HSR Act waiting period, receipt of certain other regulatory approvals, and the absence of a material adverse change in Wencor's business. HEICO expects the merger to close by the end of calendar 2023. The Merger Agreement is not subject to any financing condition. Under a separate Commitment Letter with Truist Bank, the bridge lender has committed up to $1.5 billion in a senior unsecured bridge facility maturing 364 days after closing. HEICO also engaged Truist Securities to increase its existing credit facility from $1.5 billion to $2.0 billion and extend its maturity to five years from closing. The company states its committed credit facilities, including the bridge facility, together with cash on hand, are sufficient to fund the purchase price. The filing states that HEICO would be required to pay Wencor's owners a $143.5 million termination fee in cash under specified circumstances, including failure to obtain regulatory approvals. The stock consideration will be issued in a private placement under Section 4(a)(2) of the Securities Act, and HEICO will file a registration statement to permit resale of those shares.

May 18, 2023 8-K

Other EventsExhibits & Filings

Heico 8-K Report, Corporate Update (May 15, 2023)

HEICO Corporation, a Florida corporation, reported on May 15, 2023 that it has agreed to acquire Wencor Group from affiliates of Warburg Pincus LLC and Wencor's management for $1.9 billion in cash plus $150 million in HEICO Class A Common Stock payable at closing, or $2.05 billion in the aggregate. The filing describes the transaction as the largest in HEICO's history by purchase price, revenues and income acquired, with Wencor to become part of the Flight Support Group. Wencor is described as a large commercial and military aircraft aftermarket company offering factory-new FAA-approved replacement parts, value-added parts distribution, and accessory component repair and overhaul services. HEICO anticipates Wencor will generate approximately $724 million in adjusted proforma revenues and $153 million in adjusted proforma EBITDA in calendar year 2023, and expects estimated tax benefits of about $75 million realized through fiscal year 2038. Including those tax benefits and excluding expected synergies, HEICO anticipates an effective purchase price multiple of approximately 12.9 times Wencor's projected proforma adjusted EBITDA. The company expects the deal to be accretive to earnings within the year following closing, and projects its net debt-to-EBITDA leverage ratio to be below 3:1 after closing, returning to historical levels within roughly one to eighteen months. Closing is subject to customary conditions, including antitrust clearance, and the parties anticipate closing by the end of calendar 2023. The number of HEICO Class A shares to be issued is fixed at 1,137,656 and is not subject to adjustment for share price changes. The filing is an 8-K furnishing the press release as Exhibit 99.1, and it notes that HEICO plans an earnings conference call on May 23, 2023.

May 15, 2023 8-K

Other Events

Heico 8-K Report, Corporate Update (Apr 12, 2023)

HEICO Corporation disclosed in this Form 8-K, filed April 12, 2023, that it identified a cybersecurity incident on March 2, 2023 that affected certain of its information technology systems. The Company, with third-party cyber defense firms, moved to contain, investigate and remediate the incident, and notified law enforcement. The Company states the incident was promptly contained and that the affected IT systems have been substantially restored to full operational capabilities. Beyond the system disruption, the incident involved the theft of some internal business documents. The Company became aware on April 7, 2023 that information related to the Company was posted on the dark web. The Company is still investigating, including assessing the data that may have been affected, and says it is complying with its legal obligations, including making appropriate notifications. Based on information available to date, HEICO believes the incident will have no material impact on its financial results for its fiscal second quarter ending April 30, 2023, or for its current fiscal year ending October 31, 2023.

Apr 12, 2023 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 20, 2023)

HEICO Corporation held its Annual Meeting of Shareholders on Friday, March 17, 2023, and shareholders voted on four proposals, as described in the Company's definitive proxy statement filed on February 3, 2023. Holders of record as of January 20, 2023 were entitled to vote; 54,553,440 shares of Common Stock (one vote each) and 82,157,085 shares of Class A Common Stock (1/10th vote each) were outstanding on that date. All nine director nominees were elected to serve until the next annual meeting or until a successor is elected and qualified. Mark H. Hildebrandt (31,631,839 for; 20,438,369 withheld) and Dr. Alan Schriesheim (37,418,000 for; 14,652,208 withheld) received notably higher withheld counts than the other nominees, which had between 256,408 and 2,997,228 withheld votes. Shareholders approved the advisory vote on executive compensation with 47,780,793 for, 4,217,045 against, and 72,370 abstaining. On the frequency of future advisory say-on-pay votes, 47,031,549 shareholders chose every 1 year, versus 4,696,764 for 3 years and 206,314 for 2 years. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2023, with 55,164,902 for, 1,389,555 against, and 408,032 abstaining.

Mar 20, 2023 8-K

Heico 8-K Report, Financial Results (Feb 27, 2023)

HEICO Corporation reported record first-quarter fiscal 2023 results for the three months ended January 31, 2023, with net sales up 27% to a record $620.9 million from $490.3 million a year earlier. Operating income rose 31% to $129.4 million, and the consolidated operating margin improved to 20.8% from 20.2%. Net income increased 7% to $93.0 million, or $.67 per diluted share, though the filing notes a higher effective income tax rate and that prior-year results included a larger discrete tax benefit from stock option exercises ($6.1 million, or $.04 per diluted share, versus $17.5 million, or $.13 per diluted share). Management cited 14% consolidated organic net sales growth, and EBITDA rose 29% to $157.1 million. The balance sheet changed meaningfully during the quarter. The company incurred $5.1 million of acquisition costs related to closing the Exxelia International acquisition in January 2023, which HEICO describes as its largest-ever acquisition by purchase price. Total debt rose to $782.8 million from $290.3 million at October 31, 2022, pushing the total debt to shareholders' equity ratio to 28.5% from 11.0% and the net debt to EBITDA ratio to 1.02x from .25x. Cash flow from operating activities was $76.7 million, compared with $78.0 million a year earlier, reflecting higher inventories to support backlog. Management said it expects strong operating cash flow for fiscal 2023 and continued net sales growth in both segments. By segment, the Flight Support Group's net sales increased 36% to a record $371.3 million and its operating income increased 60% to a record $83.6 million, with a 22.5% operating margin, driven by commercial aerospace demand. The Electronic Technologies Group's net sales rose 15% to $255.1 million and its operating income rose 2% to $56.5 million, with organic sales flat year over year and defense product sales lower. The filing is a Form 8-K furnishing the earnings press release (Exhibit 99.1) under Item 2.02, and the release states a conference call was scheduled for February 28, 2023.

Feb 27, 2023 8-K

Heico 8-K Report, Executive Changes (Dec 21, 2022)

HEICO Corporation filed this Form 8-K on December 21, 2022 to report the appointment of Carol F. Fine to its Board of Directors. The Board appointed Mrs. Fine on December 16, 2022, with her service as a director effective December 23, 2022. The filing states there were no arrangements or understandings under which she was appointed, no related party transactions reportable under Item 404(a) of Regulation S-K, and that she has not been and is not expected to be named to any Board committees as of the report date. The filing describes Mrs. Fine, aged 65, as a banker and aviation consultant with a 37-year banking career at Southeast Bank, First Union, SunTrust Bank, City National Bank of Florida and Northern Trust, where aviation was a significant focus and private equity financing included HEICO's markets. She also served for a year as an independent aviation consultant on aircraft and airline valuations and credit assessments. She is active on the boards of the Health Foundation of South Florida and Carrfour Supportive Housing, Inc., where she is a former Board Chair. The company's accompanying press release (Exhibit 99.1) quotes Chairman and CEO Laurans A. Mendelson, Co-Presidents Eric A. and Victor H. Mendelson, and Nominating and Governance Committee Chair Mark H. Hildebrandt welcoming her experience in industry, finance, banking and credit markets. The filing is a governance update and does not include financial results or operating metrics. Its investor relevance is limited to board composition, with the filing noting that HEICO's businesses serve the aviation, defense, space, medical, telecommunications and electronics industries through its Flight Support Group and Electronic Technologies Group.

Dec 21, 2022 8-K

Heico 8-K Report, Financial Results (Dec 19, 2022)

HEICO Corporation reported record fiscal 2022 results for the year ended October 31, 2022, with net sales of $2.21 billion (up 18%), operating income of $496.8 million (up 26%), and net income of $351.7 million, or $2.55 per diluted share (up 16%). Fourth-quarter net sales rose 20% to a record $609.6 million, and operating income rose 27% to a record $146.5 million. The Flight Support Group drove much of the growth, with fiscal 2022 net sales up 35% and operating income up 76%, reflecting a recovery in commercial aerospace demand. The Electronic Technologies Group's fiscal 2022 net sales rose 1% to $972.5 million, while its operating income fell to $269.5 million from $277.3 million, mainly due to lower gross profit margin on decreased defense products sales. Balance sheet and cash flow remained solid. Cash flow from operations was $467.9 million for fiscal 2022, up 5%. The total debt to shareholders' equity ratio was 11.0%, and the net debt to EBITDA ratio improved to .25x. The company completed seven acquisitions in fiscal 2022 and said it has no significant debt maturities until fiscal 2025. The Board declared a regular semi-annual cash dividend of $.10 per share, an 11% increase. The filing also highlights the pending acquisition of approximately 95% of Exxelia International by the Electronic Technologies Group. The company said the deal, which remains subject to government approval and customary closing conditions, is expected to close in the first quarter of fiscal 2023 and would be HEICO's largest-ever acquisition by purchase price and revenues. Management expects it to be accretive to earnings per share within a year of closing. The company also flagged cost inflation and supply chain delays as risks to fiscal 2023 margins.

Dec 19, 2022 8-K

Heico 8-K Report, Financial Results (Aug 29, 2022)

HEICO Corporation reported record third-quarter fiscal 2022 results for the three months ended July 31, 2022, as stated in its press release (Exhibit 99.1) dated August 29, 2022. Net sales increased 21% to a record $569.5 million and operating income increased 28% to a record $128.7 million, with the consolidated operating margin improving to 22.6% from 21.4%. Net income attributable to HEICO rose 7% to $82.5 million, or $.60 per diluted share. For the first nine months, net sales rose 18% to a record $1,598.7 million, operating income rose 26% to a record $350.3 million, and net income rose 17% to a record $254.5 million, or $1.85 per diluted share. The company noted both periods were adversely affected by a higher effective income tax rate. The Flight Support Group drove results, with third-quarter net sales up 39% to $330.3 million and operating income up 68% to $70.8 million, reflecting organic growth of 25% tied to recovering commercial air travel. The Electronic Technologies Group's third-quarter net sales rose 2% to $244.2 million, with 1% organic growth, while its operating income declined slightly to $68.0 million due to lower defense product demand. Management noted that supplier delays have adversely affected planned production of certain defense products. HEICO's balance sheet remained strong, with net debt of $112.2 million, a net debt to EBITDA ratio of .20x, and cash flow from operations of $323.9 million for the nine months. The company completed several acquisitions and announced a pending agreement to purchase approximately 95% of Exxelia International for €453 million plus assumed liabilities of about €14 million, expected to close in the first quarter of fiscal 2023 and described as HEICO's largest-ever by purchase price and revenues. The company declined to provide fiscal 2022 net sales and earnings guidance, citing uncertainty from COVID-19 variants, supply chain disruptions and inflation.

Aug 29, 2022 8-K

Heico 8-K Report, Material Agreement (Aug 9, 2022)

HEICO Corporation disclosed in this Form 8-K, filed August 9, 2022, that its wholly owned Electronic Technologies Group subsidiary, as Purchaser, has agreed to acquire Exxelia International. The agreement follows a Put Option Agreement entered into on July 26, 2022, which the sellers exercised after completing the works council consultation process required under French law. The Securities Purchase Agreement was signed on August 5, 2022, with EGEE International 2 SA, Mr. Reynald Seznec, Faraday Management 1 and Faraday Management 2. Under the terms, HEICO will pay €453 million in cash at closing and assume approximately €14 million of liabilities. Exxelia's management and team members are expected to retain a minority interest of around 5% in the business. Closing is subject to customary conditions, including a required foreign antitrust clearance and foreign investment authorizations. The filing describes Exxelia as a global leader in designing, manufacturing and selling high-reliability ("Hi-Rel"), complex, passive electronic components and rotary joint assemblies, mainly for aerospace and defense applications, with other uses in medical and energy, including clean energy and electrification.

Aug 9, 2022 8-K

Heico 8-K Report, Material Agreement (Jul 29, 2022)

HEICO Corporation (NYSE: HEI and HEI.A) disclosed on July 26, 2022 that its wholly owned Electronic Technologies Group subsidiary entered into a Put Option Agreement with IK Partners and other sellers to acquire Exxelia International for €453 million in cash at closing, plus the assumption of approximately €14 million of liabilities. Exxelia's management and team members are expected to retain a minority interest of around 5% of the business. The Sellers' put right becomes exercisable only after a French works council consultation is completed, after which the parties will enter a definitive Stock Purchase Agreement. Exxelia is described as a global leader in high-reliability, complex passive electronic components and rotary joint assemblies, serving mostly aerospace and defense applications, with additional exposure to medical and energy uses, including clean energy and electrification. The company expects Exxelia to generate approximately €190 million in revenue in calendar 2022, about 60% of it in European markets. HEICO states the business meets its pre-intangibles amortization operating income margin criteria, though below the average margin of the Electronic Technologies Group, and that the deal is expected to be accretive to earnings per share within one year of closing. The transaction would be HEICO's largest-ever acquisition by purchase price and revenue, with closing anticipated by the end of the first quarter of fiscal 2023 and subject to foreign antitrust clearances and foreign investment authorizations.

Jul 29, 2022 8-K

Heico 8-K Report, Financial Results (May 23, 2022)

HEICO Corporation reported record operating income for the second quarter and first six months of fiscal 2022 (ended April 30, 2022), per a press release furnished as Exhibit 99.1 to this Form 8-K dated May 23, 2022. Second-quarter net income attributable to HEICO rose 20% to $85.0 million, or $.62 per diluted share, from $70.7 million, or $.51 per diluted share. Net sales increased 15% to $538.8 million, and operating income increased 27% to a record $122.8 million, lifting the consolidated operating margin to 22.8% from 20.7%. For the first six months, net income rose 22% to $171.9 million ($1.25 per diluted share), net sales rose 16% to a record $1.03 billion, and operating income rose 25% to a record $221.6 million. Growth was driven by the Flight Support Group, where second-quarter net sales rose 33% to $306.3 million and operating income rose 87% to a record $66.2 million, with organic growth of 23% for the quarter. The Electronic Technologies Group was weaker, with second-quarter net sales of $237.4 million versus $243.1 million a year earlier, mainly due to lower defense product demand, and operating income falling to $66.0 million from $71.3 million. Balance sheet leverage remained low: total debt to shareholders' equity was 11.0%, and net debt to EBITDA was .28x as of April 30, 2022. Management stated it has no significant debt maturities until fiscal 2025 and plans to pursue acquisitions. HEICO declined to provide fiscal 2022 net sales and earnings guidance, citing difficulty predicting the path of the COVID-19 pandemic, supply chain disruptions and inflation. A conference call was scheduled for May 24, 2022.

May 23, 2022 8-K

Heico 8-K Report, Material Agreement (Apr 12, 2022)

HEICO Corporation filed a Form 8-K reporting that on April 7, 2022 it entered into a Second Amendment to its Revolving Credit Agreement with several banks and other financial institutions (the Lenders) and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. The amendment extends the maturity date of the Credit Agreement from November 6, 2023 to November 6, 2024. The amendment also replaces the Eurocurrency Rate with Adjusted Term SOFR as an interest election for borrowings under the Credit Facility, and includes certain additional non-material modifications. The filing states that the description is qualified in its entirety by the full agreement, filed as Exhibit 10.1. For investors, the filing's main significance is a one-year extension of the company's revolving credit facility maturity and a transition in the benchmark rate used for borrowing interest. The filing does not describe borrowing amounts, facility size, or other financial results.

Apr 12, 2022 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 21, 2022)

HEICO Corporation held its Annual Meeting of Shareholders on Friday, March 18, 2022, and this 8-K reports the results of three shareholder votes. As of the January 21, 2022 record date, there were 54,475,446 outstanding shares of Common Stock (one vote each) and 81,387,801 outstanding shares of Class A Common Stock (1/10th vote each). Shareholders elected all nine director nominees to serve until the next annual meeting or until a successor is elected and qualified. Shareholders also approved, on a non-binding advisory basis, the company's executive compensation, with 44,893,437 votes for, 6,132,801 against, and 50,511 abstentions, plus 5,106,671 broker non-votes. In addition, shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2022, with 55,129,814 votes for, 999,297 against, and 54,309 abstentions. The filing is procedural in nature and reports no new financial results, transactions, or strategic changes. Investors can find the full details of each proposal in the company's definitive proxy statement filed on February 4, 2022.

Mar 21, 2022 8-K

Heico 8-K Report, Financial Results (Feb 23, 2022)

HEICO Corporation reported first-quarter fiscal 2022 results (three months ended January 31, 2022) in a press release furnished as Exhibit 99.1. Net income attributable to HEICO rose 23% to $86.9 million, or $.63 per diluted share, from $70.6 million, or $.51 per diluted share, a year earlier. Net sales increased 17% to $490.3 million, operating income increased 23% to $98.8 million, and the consolidated operating margin improved to 20.2% from 19.2%. Management cited 13% organic net sales growth, driven mainly by a rebound in demand for commercial aerospace products and services. By segment, the Flight Support Group's net sales rose 37% to $272.7 million and its operating income rose 103% to $52.4 million, with organic growth of 30% and commercial aerospace organic growth of 48%. The Electronic Technologies Group's net sales were roughly flat at $222.3 million, down from $223.6 million, and its operating income fell to $55.6 million from $60.1 million, reflecting lower defense and space demand and higher research and development spending. Balance sheet metrics improved, with the net debt to EBITDA ratio at .22x versus .26x at October 31, 2021, and net debt of $112.3 million. Management stated it has no significant debt maturities until fiscal 2024 and plans to pursue acquisitions. The company said it would not provide fiscal 2022 net sales and earnings guidance because the path of the Pandemic remains difficult to predict. A conference call was scheduled for February 24, 2022.

Feb 23, 2022 8-K

Heico 8-K Report, Financial Results (Dec 15, 2021)

HEICO Corporation reported fourth-quarter fiscal 2021 results (quarter ended October 31, 2021) in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income attributable to HEICO rose 38% to $86.1 million, or $.62 per diluted share, from $62.3 million, or $.45 per diluted share, a year earlier. Net sales increased 20% to $509.4 million and operating income increased 29% to $115.0 million, with the consolidated operating margin rising to 22.6% from 20.9%. The company attributed the quarterly growth principally to quarterly consolidated organic net sales growth of 16%, along with its fiscal 2020 and 2021 acquisitions. For the full fiscal year, net sales rose 4% to $1,865.7 million and operating income rose 4% to $392.9 million, while net income attributable to HEICO was $304.2 million, or $2.21 per diluted share, compared with $314.0 million, or $2.29 per diluted share, in fiscal 2020. By segment, the Flight Support Group's quarterly net sales increased 34% to $260.4 million and its operating income increased 126% to $48.6 million, reflecting recovery in commercial aerospace demand. The Electronic Technologies Group set quarterly and full-year records, with quarterly net sales of $253.0 million and operating income of $76.9 million. Management stated that the Pandemic will likely continue to affect the commercial aerospace industry and HEICO, and that it would not be responsible to provide fiscal 2022 net sales and earnings guidance at this time. The balance sheet strengthened over the year. Total debt to shareholders' equity improved to 10.3% from 36.8%, and net debt to shareholders' equity improved to 5.6% from 16.6%. Net debt was $128.2 million and the net debt to EBITDA ratio was .26x, down from .71x. Management noted no significant debt maturities until fiscal 2024 and a $1.5 billion revolving credit facility, and said it plans to aggressively pursue acquisitions. Cash flow from operating activities was $110.0 million in the fourth quarter and $444.1 million for the fiscal year.

Dec 15, 2021 8-K

Heico 8-K Report, Financial Results (Aug 24, 2021)

HEICO Corporation reported results for the three and nine months ended July 31, 2021 in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income attributable to HEICO rose 42% to $76.9 million, or $.56 per diluted share, in the third quarter of fiscal 2021, up from $54.3 million, or $.40 per diluted share, a year earlier. Net sales increased 22% to $471.7 million and operating income increased 47% to $100.8 million, with consolidated operating margin rising to 21.4% from 17.7%. Management attributed the quarter's performance to organic net sales growth of 17% and contributions from fiscal 2020 and 2021 acquisitions. For the first nine months, net income attributable to HEICO was $218.2 million, or $1.58 per diluted share, compared with $251.7 million, or $1.83 per diluted share, in the prior-year period, and net sales were $1.36 billion, roughly flat with the prior year. Cash flow and balance sheet metrics improved sharply. Operating cash flow rose 33% to $124.0 million in the third quarter and 12% to $334.1 million for the nine months. Net debt to shareholders' equity improved to 5.3% from 16.6% at October 31, 2020, and net debt to EBITDA improved to .25x from .71x. Management stated it would not provide fiscal 2021 net sales and earnings guidance due to uncertainty around the COVID-19 pandemic, and said it plans to pursue acquisitions aggressively. The company also noted that Flight Support acquired Ridge Engineering, Inc. and The Bechdon Company, Inc. in August 2021 for cash, which it expects to be accretive to earnings per share within the first twelve months after closing.

Aug 24, 2021 8-K

Heico 8-K Report, Financial Results (May 25, 2021)

HEICO Corporation reported results for the three and six months ended April 30, 2021, in a press release furnished as Exhibit 99.1 to this Form 8-K. For the first six months of fiscal 2021, net income attributable to HEICO was $141.3 million, or $1.03 per diluted share, versus $197.3 million, or $1.44 per diluted share, a year earlier. Net sales were $884.6 million compared with $974.4 million, and operating income was $177.0 million compared with $219.2 million. The company attributes the declines to the COVID-19 pandemic's effect on commercial aerospace demand. For the second quarter, net income attributable to HEICO was $70.7 million, or $.51 per diluted share, versus $75.5 million, or $.55 per diluted share, and net sales were $466.7 million compared with $468.1 million. The Electronic Technologies Group was the bright spot, with record quarterly net sales of $243.1 million and record first-half net sales of $466.6 million, supported by acquisitions and organic growth. The Flight Support Group's sequential net sales and operating income improved for a third consecutive quarter, though both remained below prior-year levels. Balance sheet metrics strengthened: cash flow from operations rose to $210.1 million in the first six months, total debt to shareholders' equity improved to 27.1% from 36.8%, and net debt to EBITDA improved to .47x from .71x. Management did not provide fiscal 2021 net sales or earnings guidance, citing uncertainty about the pace of travel recovery, and said it plans to pursue acquisitions aggressively.

May 25, 2021 8-K

Heico 8-K Report, Executive Changes (Mar 24, 2021)

HEICO Corporation filed a Form 8-K reporting under Item 5.02 (Compensatory Arrangements of Certain Officers) that its Board of Directors approved, on March 19, 2021, a First Amendment to the HEICO Corporation Leadership Compensation Plan. The amendment allows participants designated by the Compensation Committee to irrevocably elect that amounts in their Plan account balances attributable to Company Contribution Amounts be allocated to the HEICO Corporation Stock Unit Fund. The Committee may set minimum and/or maximum allocations for these elections. The change gives designated participants a way to direct company contribution balances into HEICO Corporation stock units, subject to Committee-determined limits. The filing does not state any financial results, dollar amounts, or changes to executive pay levels. Its substance is a plan design change affecting how certain compensation balances are allocated. The full text of the amendment is filed as Exhibit 10.1, the First Amendment to the HEICO Leadership Compensation Plan, as Re-Amended and Restated effective January 1, 2017. The filing also lists Inline XBRL cover page and taxonomy exhibits (101 and 104).

Mar 24, 2021 8-K

Heico 8-K Report, Shareholder Vote Results (Mar 23, 2021)

HEICO Corporation held its Annual Meeting of Shareholders on Friday, March 19, 2021, where shareholders voted on three proposals described in the Company's definitive proxy statement filed on February 5, 2021. As of the January 22, 2021 record date, 54,195,165 shares of Common Stock (one vote each) and 81,048,788 shares of Class A Common Stock (1/10th vote each) were outstanding. Shareholders elected all nine director nominees to serve until the next annual meeting or until a successor is elected and qualified. Thomas M. Culligan, Adolfo Henriques, Mark H. Hildebrandt, Eric A. Mendelson, Laurans A. Mendelson, Victor H. Mendelson, Julie Neitzel, Dr. Alan Schriesheim and Frank J. Schwitter were all elected. Several nominees received substantially more withheld votes than others, with Mark H. Hildebrandt (10,037,403 withheld) and Dr. Alan Schriesheim (10,337,362 withheld) drawing the largest share of withheld votes. On the non-binding advisory vote on executive compensation, shareholders recorded 49,235,749 votes for, 2,507,795 against and 91,436 abstentions, with 4,855,284 broker non-votes. Shareholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2021, with 56,005,945 votes for, 641,692 against and 42,627 abstentions.

Mar 23, 2021 8-K