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Index
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

☒ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For the quarterly period ended July 31, 2023
|  | OR
☐ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For the transition period from ______ to _______

Commission File Number: 001-04604
HEICO CORPORATION
(Exact name of registrant as specified in its charter)

Florida |  | 65-0341002
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
3000 Taft Street, Hollywood, Florida |  | 33021
(Address of principal executive offices) |  | (Zip Code)

(954) 987-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $.01 par value per share |  | HEI |  | New York Stock Exchange
Class A Common Stock, $.01 par value per share |  | HEI.A |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each of the registrant’s classes of common stock as of August 28, 2023 is as follows:

Common Stock, $.01 par value | 54,712,699 |  | shares
Class A Common Stock, $.01 par value | 83,474,773 |  | shares

Index
HEICO CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q

|  |  | Page
Part I. | Financial Information |
| Item 1. | Financial Statements: |
|  | Condensed Consolidated Balance Sheets (unaudited) as of July 31, 202 3 and October 31, 202 2 | 2
|  | Condensed Consolidated Statements of Operations (unaudited) for the nine and three months ended July 31, 202 3 and 202 2 | 3
|  | Condensed Consolidated Statements of Comprehensive Income (unaudited) for the nine and three months ended July 31, 202 3 and 202 2 | 4
|  | Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the nine and three months ended July 31, 202 3 and 202 2 | 5
|  | Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended July 31, 202 3 and 202 2 | 7
|  | Notes to Condensed Consolidated Financial Statements (unaudited) | 8
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 44
| Item 4. | Controls and Procedures | 44
Part II. | Other Information |
| Item 1A. | Risk Factors | 45
| Item 5. | Other Events | 45
| Item 6. | Exhibits | 46
Signatures |  | 47

1

Index
PART I. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(in thousands, except per share data)

|  | July 31, 2023 |  | October 31, 2022
ASSETS
Current assets: |  |  |  |
Cash and cash equivalents |  | $694,263 |  |  | $139,504 |
Accounts receivable, net |  | 355,491 |  |  | 294,848 |
Contract assets |  | 102,832 |  |  | 93,978 |
Inventories, net |  | 731,966 |  |  | 582,471 |
Prepaid expenses and other current assets |  | 47,372 |  |  | 41,929 |
Total current assets |  | 1,931,924 |  |  | 1,152,730 |
Property, plant and equipment, net |  | 285,033 |  |  | 225,879 |
Goodwill |  | 2,026,279 |  |  | 1,672,425 |
Intangible assets, net |  | 822,545 |  |  | 733,327 |
Other assets |  | 387,521 |  |  | 311,135 |
Total assets |  | $5,453,302 |  |  | $4,095,496 |
LIABILITIES AND EQUITY
Current liabilities: |  |  |  |
Short-term debt and current maturities of long-term debt |  | $16,777 |  |  | $1,654 |
Trade accounts payable |  | 139,515 |  |  | 116,551 |
Accrued expenses and other current liabilities |  | 315,606 |  |  | 290,199 |
Income taxes payable |  | 7,149 |  |  | 12,455 |
Total current liabilities |  | 479,047 |  |  | 420,859 |
Long-term debt, net of current maturities |  | 1,198,484 |  |  | 288,620 |
Deferred income taxes |  | 83,357 |  |  | 71,162 |
Other long-term liabilities |  | 389,335 |  |  | 338,948 |
Total liabilities |  | 2,150,223 |  |  | 1,119,589 |
Commitments and contingencies (Note 11) |  |  |  |
Redeemable noncontrolling interests (Note 3) |  | 343,883 |  |  | 327,601 |
Shareholders’ equity: |  |  |  |
Preferred Stock, $.01 par value per share; 10,000 shares authorized; none issued |  | — |  |  | — |
Common Stock, $.01 par value per share; 150,000 shares authorized; 54,706 and 54,519 shares issued and outstanding |  | 547 |  |  | 545 |
Class A Common Stock, $.01 par value per share; 150,000 shares authorized; 82,316 and 82,093 shares issued and outstanding |  | 823 |  |  | 821 |
Capital in excess of par value |  | 406,442 |  |  | 397,337 |
Deferred compensation obligation |  | 6,318 |  |  | 5,297 |
HEICO stock held by irrevocable trust |  | (6,318) |  |  | (5,297) |
Accumulated other comprehensive loss |  | (16,657) |  |  | (46,499) |
Retained earnings |  | 2,523,212 |  |  | 2,253,932 |
Total HEICO shareholders’ equity |  | 2,914,367 |  |  | 2,606,136 |
Noncontrolling interests |  | 44,829 |  |  | 42,170 |
Total shareholders’ equity |  | 2,959,196 |  |  | 2,648,306 |
Total liabilities and equity |  | $5,453,302 |  |  | $4,095,496 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
2

Index
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED
(in thousands, except per share data)

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Net sales | $2,031,658 |  |  | $1,598,684 |  |  | $722,902 |  |  | $569,528 |
Operating costs and expenses: |  |  |  |  |  |  |
Cost of sales | 1,242,613 |  |  | 976,308 |  |  | 444,168 |  |  | 348,591 |
Selling, general and administrative expenses | 353,154 |  |  | 272,030 |  |  | 129,367 |  |  | 92,190 |
Total operating costs and expenses | 1,595,767 |  |  | 1,248,338 |  |  | 573,535 |  |  | 440,781 |
Operating income | 435,891 |  |  | 350,346 |  |  | 149,367 |  |  | 128,747 |
Interest expense | (29,561) |  |  | (3,181) |  |  | (12,120) |  |  | (1,406) |
Other income | 1,888 |  |  | 685 |  |  | 906 |  |  | 145 |
Income before income taxes and noncontrolling interests | 408,218 |  |  | 347,850 |  |  | 138,153 |  |  | 127,486 |
Income tax expense | 77,400 |  |  | 67,400 |  |  | 25,400 |  |  | 34,400 |
Net income from consolidated operations | 330,818 |  |  | 280,450 |  |  | 112,753 |  |  | 93,086 |
Less: Net income attributable to noncontrolling interests | 30,648 |  |  | 25,979 |  |  | 10,730 |  |  | 10,546 |
Net income attributable to HEICO | $300,170 |  |  | $254,471 |  |  | $102,023 |  |  | $82,540 |
Net income per share attributable to HEICO shareholders: |  |  |  |  |  |  |
Basic | $2.19 |  |  | $1.87 |  |  | $.74 |  |  | $.61 |
Diluted | $2.17 |  |  | $1.85 |  |  | $.74 |  |  | $.60 |
Weighted average number of common shares outstanding: |  |  |  |  |  |  |
Basic | 136,859 |  |  | 135,835 |  |  | 137,006 |  |  | 135,978 |
Diluted | 138,616 |  |  | 137,890 |  |  | 138,668 |  |  | 137,837 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Index
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME – UNAUDITED
(in thousands)

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Net income from consolidated operations | $330,818 |  |  | $280,450 |  |  | $112,753 |  |  | $93,086 |
Other comprehensive income (loss): |  |  |  |  |  |  |
Foreign currency translation adjustments | 31,264 |  |  | (30,772) |  |  | 885 |  |  | (7,744) |
Amortization of unrealized loss on defined benefit pension plan, net of tax | 43 |  |  | 49 |  |  | 15 |  |  | 16 |
Total other comprehensive income (loss) | 31,307 |  |  | (30,723) |  |  | 900 |  |  | (7,728) |
Comprehensive income from consolidated operations | 362,125 |  |  | 249,727 |  |  | 113,653 |  |  | 85,358 |
Net income attributable to noncontrolling interests | 30,648 |  |  | 25,979 |  |  | 10,730 |  |  | 10,546 |
Foreign currency translation adjustments attributable to noncontrolling interests | 1,465 |  |  | (1,348) |  |  | (69) |  |  | (355) |
Comprehensive income attributable to noncontrolling interests | 32,113 |  |  | 24,631 |  |  | 10,661 |  |  | 10,191 |
Comprehensive income attributable to HEICO | $330,012 |  |  | $225,096 |  |  | $102,992 |  |  | $75,167 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Index
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED
For the Nine Months Ended July 31, 2023 and 2022
(in thousands, except per share data)

|  |  | 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 Loss |  | Retained Earnings |  | Noncontrolling Interests |  | Total Shareholders' Equity
Balances as of October 31, 2022 | $327,601 |  |  | $545 |  |  | $821 |  |  | $397,337 |  |  | $5,297 |  |  | ($5,297) |  |  | ($46,499) |  |  | $2,253,932 |  |  | $42,170 |  |  | $2,648,306 |
Comprehensive income | 22,745 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 29,842 |  |  | 300,170 |  |  | 9,368 |  |  | 339,380 |
Cash dividends ($.20 per share) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (27,370) |  |  | — |  |  | (27,370) |
Issuance of common stock to HEICO Savings and Investment Plan | — |  |  | — |  |  | — |  |  | 9,222 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 9,222 |
Share-based compensation expense | — |  |  | — |  |  | — |  |  | 10,412 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 10,412 |
Proceeds from stock option exercises | — |  |  | 2 |  |  | 2 |  |  | 5,480 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 5,484 |
Redemptions of common stock related to stock option exercises | — |  |  | — |  |  | — |  |  | (14,847) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (14,847) |
Noncontrolling interests assumed related to acquisitions | 12,137 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Distributions to noncontrolling interests | (23,226) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (6,708) |  |  | (6,708) |
Acquisitions of noncontrolling interests | (1,059) |  |  | — |  |  | — |  |  | (1,674) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,674) |
Adjustments to redemption amount of redeemable noncontrolling interests | 3,334 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,334) |  |  | — |  |  | (3,334) |
Deferred compensation obligation | — |  |  | — |  |  | — |  |  | — |  |  | 1,021 |  |  | (1,021) |  |  | — |  |  | — |  |  | — |  |  | — |
Other | 2,351 |  |  | — |  |  | — |  |  | 512 |  |  | — |  |  | — |  |  | — |  |  | (186) |  |  | (1) |  |  | 325 |
Balances as of July 31, 2023 | $343,883 |  |  | $547 |  |  | $823 |  |  | $406,442 |  |  | $6,318 |  |  | ($6,318) |  |  | ($16,657) |  |  | $2,523,212 |  |  | $44,829 |  |  | $2,959,196 |

|  |  | 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 Loss |  | Retained Earnings |  | Noncontrolling Interests |  | Total Shareholders' Equity
Balances as of October 31, 2021 | $252,587 |  |  | $543 |  |  | $812 |  |  | $320,747 |  |  | $5,297 |  |  | ($5,297) |  |  | ($8,552) |  |  | $1,949,521 |  |  | $33,868 |  |  | $2,296,939 |
Comprehensive income (loss) | 17,639 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (29,375) |  |  | 254,471 |  |  | 6,992 |  |  | 232,088 |
Cash dividends ($.18 per share) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (24,466) |  |  | — |  |  | (24,466) |
Issuance of common stock to HEICO Savings and Investment Plan | — |  |  | — |  |  | 1 |  |  | 9,497 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 9,498 |
Share-based compensation expense | — |  |  | — |  |  | — |  |  | 9,815 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 9,815 |
Proceeds from stock option exercises | — |  |  | 3 |  |  | 3 |  |  | 1,864 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,870 |
Redemptions of common stock related to stock option exercises | — |  |  | (1) |  |  | (1) |  |  | (25,824) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (25,826) |
Distributions to noncontrolling interests | (15,759) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,007) |  |  | (1,007) |
Acquisitions of noncontrolling interests | (12,150) |  |  | — |  |  | — |  |  | 3,415 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,415 |
Noncontrolling interests assumed related to acquisitions | 42,719 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Adjustments to redemption amount of redeemable noncontrolling interests | 8,194 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (8,194) |  |  | — |  |  | (8,194) |
Other | 3,764 |  |  | — |  |  | — |  |  | (2,149) |  |  | — |  |  | — |  |  | — |  |  | 1 |  |  | — |  |  | (2,148) |
Balances as of July 31, 2022 | $296,994 |  |  | $545 |  |  | $815 |  |  | $317,365 |  |  | $5,297 |  |  | ($5,297) |  |  | ($37,927) |  |  | $2,171,333 |  |  | $39,853 |  |  | $2,491,984 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Index
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED
For the Three Months Ended July 31, 2023 and 2022
(in thousands, except per share data)

|  |  | 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 Loss |  | Retained Earnings |  | Noncontrolling Interests |  | Total Shareholders' Equity
Balances as of April 30, 2023 | $345,833 |  |  | $547 |  |  | $823 |  |  | $398,991 |  |  | $6,171 |  |  | ($6,171) |  |  | ($17,626) |  |  | $2,435,155 |  |  | $41,777 |  |  | $2,859,667 |
Comprehensive income | 7,389 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 969 |  |  | 102,023 |  |  | 3,272 |  |  | 106,264 |
Cash dividends ($.10 per share) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (13,702) |  |  | — |  |  | (13,702) |
Issuance of common stock to HEICO Savings and Investment Plan | — |  |  | — |  |  | — |  |  | 1,462 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,462 |
Share-based compensation expense | — |  |  | — |  |  | — |  |  | 4,357 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,357 |
Proceeds from stock option exercises | — |  |  | — |  |  | — |  |  | 1,410 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,410 |
Redemptions of common stock related to stock option exercises | — |  |  | — |  |  | — |  |  | (36) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (36) |
Noncontrolling interests assumed related to acquisitions | (2,505) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Distributions to noncontrolling interests | (7,065) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (219) |  |  | (219) |
Adjustments to redemption amount of redeemable noncontrolling interests | 231 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (231) |  |  | — |  |  | (231) |
Deferred compensation obligation | — |  |  | — |  |  | — |  |  | — |  |  | 147 |  |  | (147) |  |  | — |  |  | — |  |  | — |  |  | — |
Other | — |  |  | — |  |  | — |  |  | 258 |  |  | — |  |  | — |  |  | — |  |  | (33) |  |  | (1) |  |  | 224 |
Balances as of July 31, 2023 | $343,883 |  |  | $547 |  |  | $823 |  |  | $406,442 |  |  | $6,318 |  |  | ($6,318) |  |  | ($16,657) |  |  | $2,523,212 |  |  | $44,829 |  |  | $2,959,196 |

|  |  | 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 Loss |  | Retained Earnings |  | Noncontrolling Interests |  | Total Shareholders' Equity
Balances as of April 30, 2022 | $303,927 |  |  | $545 |  |  | $814 |  |  | $311,053 |  |  | $5,297 |  |  | ($5,297) |  |  | ($30,554) |  |  | $2,100,178 |  |  | $38,438 |  |  | $2,420,474 |
Comprehensive income (loss) | 8,377 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (7,373) |  |  | 82,540 |  |  | 1,814 |  |  | 76,981 |
Cash dividends ($.09 per share) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (12,239) |  |  | — |  |  | (12,239) |
Issuance of common stock to HEICO Savings and Investment Plan | — |  |  | — |  |  | 1 |  |  | 1,758 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,759 |
Share-based compensation expense | — |  |  | — |  |  | — |  |  | 2,960 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,960 |
Proceeds from stock option exercises | — |  |  | — |  |  | — |  |  | 260 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 260 |
Redemptions of common stock related to stock option exercises | — |  |  | — |  |  | — |  |  | (2,134) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,134) |
Distributions to noncontrolling interests | (5,791) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (399) |  |  | (399) |
Acquisitions of noncontrolling interests | (12,150) |  |  | — |  |  | — |  |  | 3,415 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,415 |
Noncontrolling interests assumed related to acquisitions | 3,484 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Adjustments to redemption amount of redeemable noncontrolling interests | (853) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 853 |  |  | — |  |  | 853 |
Other | — |  |  | — |  |  | — |  |  | 53 |  |  | — |  |  | — |  |  | — |  |  | 1 |  |  | — |  |  | 54 |
Balances as of July 31, 2022 | $296,994 |  |  | $545 |  |  | $815 |  |  | $317,365 |  |  | $5,297 |  |  | ($5,297) |  |  | ($37,927) |  |  | $2,171,333 |  |  | $39,853 |  |  | $2,491,984 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(in thousands)

| Nine months ended July 31,
| 2023 |  | 2022
Operating Activities: |  |  |
Net income from consolidated operations | $330,818 |  |  | $280,450 |
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities: |  |  |
Depreciation and amortization | 86,315 |  |  | 70,526 |
Employer contributions to HEICO Savings and Investment Plan | 10,647 |  |  | 8,884 |
Share-based compensation expense | 10,412 |  |  | 9,815 |
Increase (decrease) in accrued contingent consideration, net | 1,218 |  |  | (4,253) |
Amendment and termination of contingent consideration agreement | (9,057) |  |  | — |
Payment of contingent consideration | (6,299) |  |  | — |
Deferred income tax (benefit) provision | (22,974) |  |  | 7,858 |
Changes in operating assets and liabilities, net of acquisitions: |  |  |
Increase in accounts receivable | (15,615) |  |  | (18,445) |
Increase in contract assets | (7,863) |  |  | (4,022) |
Increase in inventories | (86,681) |  |  | (61,190) |
Decrease (increase) in prepaid expenses and other current assets | 1,302 |  |  | (11,701) |
(Decrease) increase in trade accounts payable | (1,685) |  |  | 18,959 |
Increase in accrued expenses and other current liabilities | 12,164 |  |  | 12,963 |
Decrease in income taxes payable | (4,967) |  |  | (2,405) |
Net changes in other long-term liabilities and assets related to HEICO Leadership Compensation Plan | 11,734 |  |  | 13,735 |
Other | (9,112) |  |  | 2,736 |
Net cash provided by operating activities | 300,357 |  |  | 323,910 |
Investing Activities: |  |  |
Acquisitions, net of cash acquired | (526,702) |  |  | (175,298) |
Capital expenditures | (34,176) |  |  | (24,357) |
Investments related to HEICO Leadership Compensation Plan | (14,000) |  |  | (13,400) |
Other | 689 |  |  | (10,296) |
Net cash used in investing activities | (574,189) |  |  | (223,351) |
Financing Activities: |  |  |
Proceeds from issuance of senior unsecured notes | 1,189,452 |  |  | — |
Borrowings on revolving credit facility | 564,000 |  |  | 162,000 |
Payments on revolving credit facility | (839,000) |  |  | (157,000) |
Distributions to noncontrolling interests | (29,934) |  |  | (16,766) |
Cash dividends paid | (27,370) |  |  | (24,466) |
Redemptions of common stock related to stock option exercises | (14,847) |  |  | (25,826) |
Payment of contingent consideration | (12,610) |  |  | — |
Debt issuance costs | (9,055) |  |  | (1,010) |
Acquisitions of noncontrolling interests | (2,733) |  |  | (8,735) |
Proceeds from stock option exercises | 5,484 |  |  | 1,870 |
Other | 694 |  |  | (157) |
Net cash provided by (used in) financing activities | 824,081 |  |  | (70,090) |
Effect of exchange rate changes on cash | 4,510 |  |  | (5,162) |
Net increase in cash and cash equivalents | 554,759 |  |  | 25,307 |
Cash and cash equivalents at beginning of year | 139,504 |  |  | 108,298 |
Cash and cash equivalents at end of period | $694,263 |  |  | $133,605 |

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

Index
HEICO CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of HEICO Corporation and its subsidiaries (collectively, “HEICO,” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Therefore, the condensed consolidated financial statements do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022. The October 31, 2022 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of shareholders' equity and statements of cash flows for such interim periods presented. The results of operations for the nine months ended July 31, 2023 are not necessarily indicative of the results which may be expected for the entire fiscal year.
The Company has two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. ("HFSC") and their respective subsidiaries; and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. ("HEICO Electronic") and its subsidiaries.
Although the Company has largely emerged from the COVID-19 pandemic, HEICO’s results of operations in fiscal 2023 continue to reflect some of the pandemic’s lingering effects, including its impact on the Company's supply chain. Despite the aforementioned, the Company experienced continued improvement in operating results in the first nine months and third quarter of fiscal 2023 as compared to the first nine months and third quarter of fiscal 2022 principally reflecting improved demand for its commercial aerospace products and services. The FSG has reported twelve consecutive quarters of sequential growth in net sales resulting from commercial air travel recovery in certain domestic travel markets, moderated by a slower recovery in international travel markets.
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Index
New Accounting Pronouncement
In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. The Company adopted ASU 2021-08 in the first quarter of fiscal 2023, resulting in no material effect on the Company's consolidated results of operations, financial position or cash flows.
2. ACQUISITIONS
In March 2023, the Company, through a subsidiary of HEICO Electronic, entered into an exclusive license and acquired certain assets for the Aircraft Emergency Locator Transmitter (“ELT”) product line from Honeywell International. ELTs provide critical emergency transmission signals in the event of aircraft impact on land or water to enable first responders to locate the aircraft. The transaction provides the HEICO Electronic subsidiary with all rights to produce, sell and repair both fixed and portable Honeywell ELTs, as well as various support equipment. The purchase price of this acquisition was paid in cash using cash provided by operating activities and is not material or significant to the Company's condensed consolidated financial statements.
On January 5, 2023, the Company, through HEICO Electronic, acquired 93.69% of the outstanding common stock and all of the preferred stock of Exxelia International SAS (“Exxelia”). Exxelia designs, manufactures and sells high reliability (“Hi-Rel”), complex, passive electronic components and rotary joint assemblies for mostly aerospace and defense applications, in addition to other high-end applications, such as medical and energy uses, including emerging “clean energy” and electrification applications. The Company believes that this acquisition will further HEICO's strategy of expanding its already wide range of mission-critical and Hi-Rel components for the most demanding applications, as well as provide HEICO with added broad geographic and product diversity, including in the important European market. The majority of the remaining 6.31% interest is owned by certain members of Exxelia's management team. See Note 3, Selected Financial Statement Information - Redeemable Noncontrolling Interests, for additional information. Additionally, as a result of this acquisition, the Company also obtained a 90% ownership interest in Alcon Electronics Pvt. Ltd. (“Alcon”), which is an existing subsidiary of Exxelia. The remaining 10% interest continues to be owned by a certain member of Alcon’s management team. See Note 3, Selected Financial Statement Information – Redeemable Noncontrolling Interests, for additional information. The purchase price of this acquisition was paid in cash, using proceeds from the Company's revolving credit facility.
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Index
The following table summarizes the total consideration for the acquisition of Exxelia (in thousands):

Cash paid |  | $515,785 |
Less: cash acquired |  | (11,763) |
Total consideration paid, net |  | $504,022 |

As noted above, the Company acquired all of the preferred stock of Exxelia. Pursuant to the terms of the acquisition, Exxelia’s preferred stock accrues dividends at 5.18% per annum. Additionally, in connection with the acquisition, HEICO issued Exxelia a ten-year, €150 million note, which accrues interest at 4.7% per annum on the principal outstanding. The Company records foreign currency transaction adjustments on the note receivable within selling, general and administrative ("SG&A") expenses in its Condensed Consolidated Statements of Operations.
The following table summarizes the allocation of the total consideration for the acquisition of Exxelia to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed (in thousands):

Assets acquired: |  |
Goodwill |  | $327,178 |
Customer relationships |  | 61,943 |
Intellectual property |  | 44,044 |
Trade name |  | 21,703 |
Inventories |  | 54,688 |
Property, plant and equipment |  | 50,896 |
Accounts receivable |  | 41,670 |
Other assets |  | 13,509 |
Total assets acquired, excluding cash |  | 615,631 |
Liabilities assumed: |  |
Deferred income taxes |  | 34,691 |
Accounts payable |  | 22,585 |
Accrued expenses |  | 18,366 |
Short-term debt |  | 15,082 |
Other liabilities |  | 8,730 |
Total liabilities assumed |  | 99,454 |
Noncontrolling interests in consolidated subsidiaries |  | 12,155 |
Net assets acquired, excluding cash |  | $504,022 |

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Index
The allocation of the total consideration to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed is preliminary until the Company obtains final information regarding their fair values. The primary items that generated the goodwill recognized were the premiums paid by the Company for the future earnings potential of Exxelia and the value of its assembled workforce that do not qualify for separate recognition, however, benefit both the Company and the noncontrolling interest holders. The fair value of the noncontrolling interests were determined based on the consideration paid by the Company for its controlling ownership interest adjusted for a lack of control that a market participant would consider when estimating the fair value of the noncontrolling interest. The weighted-average amortization periods of the customer relationships, intellectual property and trade names acquired are 15 years, 15 years and indefinite, respectively. Acquisition costs associated with the purchase of Exxelia totaled $5.1 million for the nine months ended July 31, 2023 and were recorded as a component of SG&A expenses in the Company's Condensed Consolidated Statement of Operations. The operating results of Exxelia were included in the Company’s results of operations from the effective acquisition date. The Company's consolidated net sales for the nine and three months ended July 31, 2023 includes approximately $128.0 million and $58.4 million, respectively, from the acquisition of Exxelia. Net income attributable to HEICO for the nine and three months ended July 31, 2023 was not materially impacted by the acquisition of Exxelia.
The following table presents unaudited pro forma financial information for the nine and three months ended July 31, 2023 and July 31, 2022 as if the acquisition of Exxelia had occurred as of November 1, 2021 (in thousands, except per share data):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Net sales | $2,071,061 |  |  | $1,747,124 |  |  | $722,902 |  |  | $622,071 |
Net income from consolidated operations | $347,466 |  |  | $264,754 |  |  | $113,185 |  |  | $91,016 |
Net income attributable to HEICO | $316,424 |  |  | $239,022 |  |  | $102,367 |  |  | $80,461 |
Net income per share attributable to HEICO shareholders: |  |  |  |  |  |  |
Basic | $2.31 |  |  | $1.76 |  |  | $.75 |  |  | $.59 |
Diluted | $2.28 |  |  | $1.73 |  |  | $.74 |  |  | $.58 |

The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place as of November 1, 2021. The unaudited pro forma financial information includes adjustments to historical amounts such as increased interest expense associated with borrowings to finance the acquisition, foreign currency transaction adjustments on the note receivable from Exxelia, the reclassification of acquisition costs associated with the purchase of Exxelia from fiscal 2023 to fiscal 2022, additional amortization expense related to the intangible assets acquired, and inventory purchase accounting adjustments charged to cost of sales as the inventory is sold. Additionally, the pro forma information presented above reflects HEICO's initial ownership interest of 93.69% of Exxelia's common stock as of the date of
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Index
acquisition. During the second quarter of fiscal 2023, the Company sold an additional 2.72% of the common stock of Exxelia to its existing noncontrolling interest holders and certain members of Exxelia's management team, which decreased the Company's ownership interest in the subsidiary to 90.97%. See Note 3, Selected Financial Statement Information - Redeemable Noncontrolling Interests, for additional information.
3. SELECTED FINANCIAL STATEMENT INFORMATION
Accounts Receivable

(in thousands) |  | July 31, 2023 |  | October 31, 2022
Accounts receivable |  | $364,496 |  |  | $303,181 |
Less: Allowance for doubtful accounts |  | (9,005) |  |  | (8,333) |
Accounts receivable, net |  | $355,491 |  |  | $294,848 |

Inventories

(in thousands) |  | July 31, 2023 |  | October 31, 2022
Finished products |  | $352,174 |  |  | $285,024 |
Work in process |  | 72,040 |  |  | 59,739 |
Materials, parts, assemblies and supplies |  | 307,752 |  |  | 237,708 |
Inventories, net of valuation reserves |  | $731,966 |  |  | $582,471 |

Property, Plant and Equipment

(in thousands) |  | July 31, 2023 |  | October 31, 2022
Land |  | $19,928 |  |  | $17,579 |
Buildings and improvements |  | 182,613 |  |  | 148,598 |
Machinery, equipment and tooling |  | 366,736 |  |  | 322,252 |
Construction in progress |  | 23,788 |  |  | 14,533 |
|  | 593,065 |  |  | 502,962 |
Less: Accumulated depreciation and amortization |  | (308,032) |  |  | (277,083) |
Property, plant and equipment, net |  | $285,033 |  |  | $225,879 |

Accrued Customer Rebates and Credits
The aggregate amount of accrued customer rebates and credits included within accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets was $19.6 million as of July 31, 2023 and $17.9 million as of October 31, 2022. The total customer rebates and credits deducted within net sales in the accompanying Condensed Consolidated Statements of Operations for the nine months ended July 31, 2023 and 2022 was $6.1 million and $5.9 million, respectively. The total customer rebates and credits deducted within net sales in the Company's Condensed Consolidated Statements of Operations for the three months ended July 31, 2023 and 2022 was $1.9 million and $2.2 million, respectively.
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Index
Research and Development Expenses
The amount of new product research and development ("R&D") expenses included in cost of sales in the Company's Condensed Consolidated Statements of Operations for the nine and three months ended July 31, 2023 and 2022 is as follows (in thousands):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
R&D expenses | $68,499 |  |  | $55,804 |  |  | $25,365 |  |  | $18,657 |

Redeemable Noncontrolling Interests
The holders of equity interests in certain of the Company's subsidiaries have rights ("Put Rights") that may be exercised on varying dates causing the Company to purchase their equity interests through fiscal 2032. The Put Rights, all of which relate either to common shares or membership interests in limited liability companies, provide that the cash consideration to be paid for their equity interests (the "Redemption Amount") be at fair value or a formula that management intended to reasonably approximate fair value based solely on a multiple of future earnings over a measurement period. Management's estimate of the aggregate Redemption Amount of all Put Rights that the Company could be required to pay is as follows (in thousands):

| July 31, 2023 |  | October 31, 2022
Redeemable at fair value | $300,966 |  |  | $300,693 |
Redeemable based on a multiple of future earnings | 42,917 |  |  | 26,908 |
Redeemable noncontrolling interests | $343,883 |  |  | $327,601 |

As discussed in Note 2, Acquisitions, the Company, through HEICO Electronic,
acquired 93.69% of the common stock of Exxelia in January 2023. During the second quarter of fiscal 2023, the Company sold an additional 2.72% of the common stock of Exxelia to its existing noncontrolling interest holders and certain members of Exxelia's management team, which decreased the Company's ownership interest in the common stock of the subsidiary to 90.97%. As part of the liquidity agreement, the noncontrolling interest holders have the right to cause the Company to purchase their equity interest beginning in fiscal 2028, or sooner under certain conditions, and the Company has the right to purchase the same equity interest beginning in the same period.
As discussed in Note 2, Acquisitions, the Company, as a result of its acquisition of Exxelia, acquired 90% of the stock of Alcon in January 2023. As part of the shareholders' agreement, the noncontrolling interest holder has the right to cause the Company to purchase their equity interest beginning in fiscal 2025, or sooner under certain conditions, and the Company has the right to purchase the same equity interest beginning in the same period.
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Index
During fiscal 2022, the holder of a 19.9% noncontrolling equity interest in a subsidiary of the FSG that was acquired in fiscal 2015 exercised their option to cause the Company to purchase their noncontrolling interest over a four-year period ending in fiscal 2026. Accordingly, the Company acquired one-fourth of such interest in December 2022, which increased the Company's ownership interest in the subsidiary to 85.1%.
Accumulated Other Comprehensive Loss
Changes in the components of accumulated other comprehensive loss for the nine months ended July 31, 2023 are as follows (in thousands):

| Foreign Currency Translation |  | Defined Benefit Pension Plan |  | Accumulated Other Comprehensive Loss
Balances as of October 31, 2022 | ($45,369) |  |  | ($1,130) |  |  | ($46,499) |
Unrealized gain | 29,799 |  |  | — |  |  | 29,799 |
Amortization of unrealized loss | — |  |  | 43 |  |  | 43 |
Balances as of July 31, 2023 | ($15,570) |  |  | ($1,087) |  |  | ($16,657) |

4. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill by operating segment for the nine months ended July 31, 2023 are as follows (in thousands):

| Segment |  | Consolidated Totals
| FSG |  | ETG |
Balances as of October 31, 2022 | $561,961 |  |  | $1,110,464 |  |  | $1,672,425 |
Goodwill acquired | — |  |  | 335,318 |  |  | 335,318 |
Foreign currency translation adjustments | 4,267 |  |  | 12,972 |  |  | 17,239 |
Adjustments to goodwill | (956) |  |  | 2,253 |  |  | 1,297 |
Balances as of July 31, 2023 | $565,272 |  |  | $1,461,007 |  |  | $2,026,279 |

The goodwill acquired pertains to the fiscal 2023 acquisitions described in Note 2, Acquisitions, and represents the residual value after the allocation of the total consideration to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed. The Company estimates that $21 million of the goodwill acquired in fiscal 2023 will be deductible for income tax purposes. Foreign currency translation adjustments are included in other comprehensive income (loss) in the Company's Condensed Consolidated Statements of Comprehensive Income. The adjustments to goodwill represent immaterial measurement period adjustments to the purchase consideration allocation of certain fiscal 2022 acquisitions.
14

Index
Identifiable intangible assets consist of the following (in thousands):

|  | As of July 31, 2023 |  | As of October 31, 2022
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Amortizing Assets: |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships |  | $572,071 |  |  | ($205,964) |  |  | $366,107 |  |  | $539,529 |  |  | ($208,127) |  |  | $331,402 |
Intellectual property |  | 330,103 |  |  | (114,218) |  |  | 215,885 |  |  | 284,171 |  |  | (98,983) |  |  | 185,188 |
Other |  | 8,703 |  |  | (7,308) |  |  | 1,395 |  |  | 8,700 |  |  | (7,017) |  |  | 1,683 |
|  | 910,877 |  |  | (327,490) |  |  | 583,387 |  |  | 832,400 |  |  | (314,127) |  |  | 518,273 |
Non-Amortizing Assets: |  |  |  |  |  |  |  |  |  |  |  |
Trade names |  | 239,158 |  |  | — |  |  | 239,158 |  |  | 215,054 |  |  | — |  |  | 215,054 |
|  | $1,150,035 |  |  | ($327,490) |  |  | $822,545 |  |  | $1,047,454 |  |  | ($314,127) |  |  | $733,327 |

The increase in the gross carrying amount of customer relationships, intellectual property and trade names as of July 31, 2023 compared to October 31, 2022 principally relates to such intangible assets recognized in connection with the fiscal 2023 acquisitions (see Note 2, Acquisitions), net of the write-off of fully amortized customer relationship intangible assets previously recognized in connection with certain historical acquisitions.
Amortization expense related to intangible assets for the nine months ended July 31, 2023 and 2022 was $55.5 million and $45.4 million, respectively. Amortization expense for the three months ended July 31, 2023 and 2022 was $18.6 million and $15.2 million, respectively. Amortization expense for the remainder of fiscal 2023 is estimated to be $18.7 million. Amortization expense for each of the next five fiscal years and thereafter is estimated to be $71.2 million in fiscal 2024, $66.4 million in fiscal 2025, $61.7 million in fiscal 2026, $58.3 million in fiscal 2027, $53.8 million in fiscal 2028, and $253.3 million thereafter.
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Index
5. SHORT-TERM AND LONG-TERM DEBT
A subsidiary of the Company acquired in the first quarter of fiscal 2023 has a short-term borrowing arrangement with a balance of $15.1 million as of the acquisition date and $15.2 million as of July 31, 2023.
Long-term debt consists of the following (in thousands):

| July 31, 2023 |  | October 31, 2022
2028 senior unsecured notes | $600,000 |  |  | $— |
2033 senior unsecured notes | 600,000 |  |  | — |
Borrowings under revolving credit facility | — |  |  | 275,000 |
Finance leases and note payable | 14,004 |  |  | 15,274 |
Less: Debt discount and debt issuance costs | (13,896) |  |  | — |
| 1,200,108 |  |  | 290,274 |
Less: Current maturities of long-term debt | (1,624) |  |  | (1,654) |
| $1,198,484 |  |  | $288,620 |

Revolving Credit Facility
As of July 31, 2023, the Company had no borrowings outstanding under its revolving credit facility ("Credit Facility"). As of October 31 2022, the weighted average interest rate on borrowings under the Credit Facility was 4.6%. The Credit Facility contains both financial and non-financial covenants. As of July 31, 2023, the Company was in compliance with all such covenants.
On July 14, 2023, the Company entered into a third amendment to its Credit Facility, to, among other things, (i) increase the capacity by $500 million to $2.0 billion, (ii) extend the maturity date to July 14, 2028, and (iii) increase the applicable rate with respect to certain total leverage ratio tiers in the pricing grid. The Credit Facility includes a feature that will allow the Company to increase the capacity by $750 million to become a $2.75 billion facility through increased commitments from existing lenders.
Borrowings under the Credit Facility accrue interest at the Company’s election of the Base Rate or Adjusted Term SOFR, plus in each case, the Applicable Rate (based on the Company’s Total Leverage Ratio) (each as defined in the Credit Facility). The Base Rate for any day is a fluctuating rate per annum equal to the highest of (i) the Prime Rate; (ii) the Federal Funds Rate plus .50%; and (iii) Adjusted Term SOFR for an Interest Period of one month plus 100 basis points. Adjusted Term SOFR is the rate per annum equal to Term SOFR plus a Term SOFR Adjustment of .10%; provided that Adjusted Term SOFR as so determined shall never be less than 0%, as such capitalized terms are defined in the Credit Facility. The Applicable Rate for SOFR Loans ranges from 1.125% to 2.00%. The Applicable Rate for Base Rate Loans ranges from .125% to 1.00%. A fee is charged on the amount of the unused commitment ranging from .15% to .35% (depending on the Company’s Total Leverage Ratio). The Credit Facility also includes a $100 million sublimit for borrowings made in foreign currencies, a $200 million
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Index
sublimit for swingline borrowings, and a $100 million sublimit for letters of credit. Outstanding principal, accrued and unpaid interest and other amounts payable under the Credit Facility may be accelerated upon an event of default, as such events are described in the Credit Facility. The Credit Facility is unsecured and contains covenants that require, among other things, the maintenance of a Total Leverage Ratio and an Interest Coverage Ratio (each as defined in the Credit Facility).
The Company incurred $6.7 million of debt issuance costs related to the third amendment of the Credit Facility, which were classified as other assets in the Company's Condensed Consolidated Balance Sheet and are being amortized to SG&A expenses in the Company's Condensed Consolidated Statement of Operations over the remaining term of the Credit Facility.
Senior Unsecured Notes
On July 27, 2023, the Company completed the public offer and sale of senior unsecured notes, which consisted of $600 million principal amount of 5.25% Senior Notes due August 1, 2028 (the "2028 Notes") and $600 million principal amount of 5.35% Senior Notes due August 1, 2033 (the "2033 Notes" and, collectively with the 2028 Notes, the "Notes"). The Company used the net proceeds from the sale of the Notes to repay the outstanding borrowings under its Credit Facility and to fund a portion of the purchase price of the Wencor Group acquisition ("Wencor Acquisition"). See Note 12, Subsequent Events, for additional information. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2024. The 2028 Notes and 2033 Notes each have an effective interest rate of 5.5%.
The Notes were issued pursuant to an Indenture, dated as of July 27, 2023 (the “Base Indenture”), between the Company and certain of its subsidiaries (collectively, the "Subsidiary Guarantors") and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 27, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, Subsidiary Guarantors and the Trustee. The Notes are direct, unsecured senior obligations of the Company and rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of the Company's existing and future subsidiaries (including any member of Wencor Group following consummation of the Wencor Acquisition) that guarantee the Company's obligations under the Credit Facility (the "Guarantor Group"). The Company may redeem the Notes at any time in whole, or from time to time in part, prior to the applicable par call date at the applicable redemption price described in the Indenture. On or after the applicable par call date, the Notes will be redeemable, at the Company’s option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. The Company may be required to make an offer to purchase the Notes upon the occurrence of a “change of control triggering event” as described in the Indenture.
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The Indenture includes certain customary covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to grant liens to secure indebtedness or engage in sale and leaseback transactions and the Company’s ability to merge or consolidate with, or convey, transfer or lease all or substantially all of its assets to, a third party, as further described in the Indenture. Each of these limitations is subject to certain important qualifications and exceptions. The Indenture also includes certain customary events of default. The occurrence of an event of default will either automatically, in certain instances, or upon declaration by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, in other instances, cause the acceleration of the amounts due under the Notes. As of July 31, 2023, the Company was in compliance with all such covenants.
The Company received net proceeds of $1,189.5 million from the issuance of the Notes, which was net of a debt discount and underwriting fees. The Company also incurred an additional $3.4 million of debt issuance fees related to the Notes. The aggregate debt discount and debt issuance costs of $13.9 million are classified as a contra liability within long-term debt in the Company's Condensed Consolidated Balance Sheet and are being amortized to interest expense in the Company's Condensed Consolidated Statement of Operations over the respective term of each senior note using the effective interest method.
The following table sets forth the carrying value and estimated fair value of the Company’s Notes, which are classified as Level 2 financial instruments in the fair value hierarchy (in thousands). The Company estimated the fair value of the Notes by taking the weighted average of market quotes for the exact security that was actively traded on July 31, 2023.

| July 31, 2023
| Carrying Value |  | Fair Value
2028 Notes | $593,889 |  |  | $598,296 |
2033 Notes | 592,215 |  |  | 597,198 |
Total | $1,186,104 |  |  | $1,195,494 |

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6. REVENUE
Contract Balances
Contract assets (unbilled receivables) represent revenue recognized on contracts using an over-time recognition model in excess of amounts invoiced to the customer. Contract liabilities (deferred revenue) represent customer advances and billings in excess of revenue recognized and are included within accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.
Changes in the Company’s contract assets and liabilities for the nine months ended July 31, 2023 are as follows (in thousands):

| July 31, 2023 |  | October 31, 2022 |  | Change
Contract assets | $102,832 |  |  | $93,978 |  |  | $8,854 |
Contract liabilities | 80,295 |  | 58,757 |  |  | 21,538 |
Net contract assets | $22,537 |  |  | $35,221 |  |  | ($12,684) |

The increase in the Company's contract assets during the first nine months of fiscal 2023 mainly reflects additional unbilled receivables on certain customer contracts using an over-time recognition model in excess of billings on certain customer contracts at both the FSG and ETG. The increase in the Company's contract liabilities during the first nine months of fiscal 2023 principally reflects the receipt and billings of advance deposits on certain customer contracts mainly at the FSG.
The amount of revenue that the Company recognized during the nine and three months ended July 31, 2023 that was included in contract liabilities as of the beginning of fiscal 2023 was $38.2 million and $8.1 million, respectively.
Remaining Performance Obligations
As of July 31, 2023, the Company had $609.3 million of remaining performance obligations associated with contracts with an original duration of greater than one year pertaining to the majority of the products offered by the ETG as well as certain products of the FSG's specialty products and aftermarket replacement parts product lines. The Company will recognize net sales as these obligations are satisfied. The Company expects to recognize $146.8 million of this amount during the remainder of fiscal 2023 and $462.5 million thereafter, of which more than half is expected to occur in fiscal 2024.
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Disaggregation of Revenue
The following table summarizes the Company’s net sales by product line for each operating segment (in thousands):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Flight Support Group: |  |  |  |  |  |  |
Aftermarket replacement parts (1) | $665,936 |  |  | $512,335 |  |  | $238,950 |  |  | $187,453 |
Specialty products (2) | 272,659 |  |  | 202,945 |  |  | 85,166 |  |  | 76,366 |
Repair and overhaul parts and services (3) | 229,925 |  |  | 193,973 |  |  | 80,924 |  |  | 66,440 |
Total net sales | 1,168,520 |  |  | 909,253 |  |  | 405,040 |  |  | 330,259 |
Electronic Technologies Group: |  |  |  |  |  |  |
Electronic component parts primarily for defense, space and aerospace equipment (4) | 644,239 |  |  | 485,780 |  |  | 248,919 |  |  | 165,871 |
Electronic component parts for equipment in various other industries (5) | 238,446 |  |  | 218,152 |  |  | 76,948 |  |  | 78,332 |
Total net sales | 882,685 |  |  | 703,932 |  |  | 325,867 |  |  | 244,203 |
Intersegment sales | (19,547) |  |  | (14,501) |  |  | (8,005) |  |  | (4,934) |
Total consolidated net sales | $2,031,658 |  |  | $1,598,684 |  |  | $722,902 |  |  | $569,528 |

(1) Includes various jet engine and aircraft component replacement parts.
(2) Includes primarily the sale of specialty components such as thermal insulation blankets, renewable/reusable insulation systems, advanced niche components, complex composite assemblies, and expanded foil mesh as well as machining, brazing, fabricating and welding services generally to original equipment manufacturers.
(3) Includes primarily the sale of parts consumed in various repair and overhaul services on selected jet engine and aircraft components, avionics, instruments, composites and flight surfaces of commercial and military aircraft.
(4) Includes various component parts such as electro-optical infrared simulation and test equipment, electro-optical laser products, electro-optical, microwave and other power equipment, high-speed interface products, power conversion products, underwater locator beacons, emergency locator transmission beacons, traveling wave tube amplifiers, microwave power modules, a wide variety of memory products and radio frequency (RF) and microwave products, crashworthy and ballistically self-sealing auxiliary fuel systems, high performance communications and electronic intercept receivers and tuners, high performance active antenna systems and airborne antennas, technical surveillance countermeasures (TSCM) equipment, custom high power filters and filter assemblies, radiation assurance services and products, and high-reliability, complex, passive electronic components and rotary joint assemblies.
(5) Includes various component parts such as electromagnetic and radio frequency interference shielding, high voltage interconnection devices, high voltage advanced power electronics, harsh environment
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connectivity products, custom molded cable assemblies, silicone material for a variety of demanding applications, and rugged small form-factor embedded computing solutions, and high performance test sockets and adaptors.
The following table summarizes the Company’s net sales by industry for each operating segment (in thousands):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Flight Support Group: |  |  |  |  |  |  |
Aerospace | $811,962 |  |  | $637,282 |  |  | $288,069 |  |  | $219,558 |
Defense and Space | 295,686 |  |  | 231,014 |  |  | 98,777 |  |  | 94,756 |
Other (1) | 60,872 |  |  | 40,957 |  |  | 18,194 |  |  | 15,945 |
Total net sales | 1,168,520 |  |  | 909,253 |  |  | 405,040 |  |  | 330,259 |
Electronic Technologies Group: |  |  |  |  |  |  |
Defense and Space | 413,761 |  |  | 402,639 |  |  | 153,190 |  |  | 136,778 |
Other (2) | 335,786 |  |  | 243,238 |  |  | 119,992 |  |  | 87,103 |
Aerospace | 133,138 |  |  | 58,055 |  |  | 52,685 |  |  | 20,322 |
Total net sales | 882,685 |  |  | 703,932 |  |  | 325,867 |  |  | 244,203 |
Intersegment sales | (19,547) |  |  | (14,501) |  |  | (8,005) |  |  | (4,934) |
Total consolidated net sales | $2,031,658 |  |  | $1,598,684 |  |  | $722,902 |  |  | $569,528 |

(1) Principally industrial products.
(2) Principally other electronics and medical products.
7. INCOME TAXES
The Company's effective tax rate decreased to 19.0% in the first nine months of fiscal 2023, down from 19.4% in the first nine months of fiscal 2022. The decrease in the Company's effective tax rate principally reflects a favorable impact from tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO Leadership Compensation Plan in the first nine months of fiscal 2023 as compared to tax-exempt unrealized losses recognized in the first nine months of fiscal 2022. This was partially offset by a larger tax benefit from stock option exercises recognized in the first quarter of fiscal 2022. The Company recognized a discrete tax benefit from stock option exercises in both the first quarter of fiscal 2023 and 2022 of $6.2 million and $17.8 million, respectively.
The Company's effective tax rate decreased to 18.4% in the third quarter of fiscal 2023, down from 27.0% in the third quarter of fiscal 2022. The decrease in the Company's effective tax rate principally reflects a favorable impact from tax-exempt unrealized gains in the cash
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surrender values of life insurance policies related to the HEICO Leadership Compensation Plan in the third quarter of fiscal 2023 as compared to tax-exempt unrealized losses recognized in the third quarter of fiscal 2022. Additionally, the Company recognized a larger income tax credit for qualified research and development activities in the third quarter of fiscal 2023 mainly upon the filing and completion of its fiscal 2022 U.S. federal and state tax returns.
8. FAIR VALUE MEASUREMENTS
The Company's assets and liabilities that were measured at fair value on a recurring basis are set forth by level within the fair value hierarchy in the following tables (in thousands):

|  | As of July 31, 2023
|  | 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 plan: |  |  |  |  |  |  |  |
Corporate-owned life insurance |  | $— |  |  | $246,911 |  |  | $— |  |  | $246,911 |
Money market fund |  | 7,778 |  |  | — |  |  | — |  |  | 7,778 |
Total assets |  | $7,778 |  |  | $246,911 |  |  | $— |  |  | $254,689 |
Liabilities: |  |  |  |  |  |  |  |
Contingent consideration |  | $— |  |  | $— |  |  | $56,426 |  |  | $56,426 |

|  | As of October 31, 2022
|  | 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 plan: |  |  |  |  |  |  |  |
Corporate-owned life insurance |  | $— |  |  | $201,239 |  |  | $— |  |  | $201,239 |
Money market fund |  | 3,477 |  |  | — |  |  | — |  |  | 3,477 |
Total assets |  | $3,477 |  |  | $201,239 |  |  | $— |  |  | $204,716 |
Liabilities: |  |  |  |  |  |  |  |
Contingent consideration |  | $— |  |  | $— |  |  | $82,803 |  |  | $82,803 |

The Company maintains the HEICO Corporation Leadership Compensation Plan (the "LCP"), which is a non-qualified deferred compensation plan. The assets of the LCP principally represent cash surrender values of life insurance policies, which derive their fair values from investments in mutual funds that are managed by an insurance company, and are classified within Level 2 and valued using a market approach. Certain other assets of the LCP represent investments in money market funds that are classified within Level 1. The assets of the LCP are
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Index
held within an irrevocable trust and classified within other assets in the Company’s Condensed Consolidated Balance Sheets. The related liabilities of the LCP are included within other long-term liabilities and accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $249.0 million as of July 31, 2023 and $203.0 million as of October 31, 2022.
As part of the agreement to acquire 80.36% of the stock of a subsidiary by the ETG in fiscal 2022, the Company may be obligated to pay contingent consideration of up to $12.1 million in fiscal 2027 based on the earnings of the acquired entity during fiscal years 2025 and 2026 provided the entity meets a certain earnings objective during each of fiscal years 2024 to 2026. As of July 31, 2023, the estimated fair value of the contingent consideration was $5.1 million.
As part of the agreement to acquire 96% of the stock of a subsidiary by the FSG in fiscal 2022, the Company may be obligated to pay contingent consideration of up to $27.4 million in fiscal 2027 based on the earnings of the acquired entity during fiscal years 2025 and 2026 provided the entity meets certain earnings objectives during each of fiscal years 2022 to 2024. As of July 31, 2023, the estimated fair value of the contingent consideration was $16.4 million.
As part of the agreement to acquire 74% of the membership interests of a subsidiary by the FSG in fiscal 2022, the Company may be obligated to pay contingent consideration of $14.1 million in fiscal 2027 should the acquired entity meet a certain earnings objective during the five-year period following the acquisition. As of July 31, 2023, the estimated fair value of the contingent consideration was $6.4 million.
As part of the agreement to acquire 89% of the membership interests of a subsidiary by the FSG in fiscal 2021, the Company may have been obligated to pay contingent consideration of up to $26.7 million should the acquired entity have met certain earnings objectives following the acquisition. In March 2023, at the request of the noncontrolling interest holders, the agreement was amended and the Company paid $8.9 million to the noncontrolling interest holders in consideration for the termination of the contingent consideration arrangement. Accordingly, of the $18.0 million estimated fair value of contingent consideration as of October 31, 2022, the remaining $9.1 million (after the $8.9 million payment) was reversed in the second quarter of fiscal 2023.
As part of the agreement to acquire 89.99% of the equity interests of a subsidiary by the ETG in fiscal 2020, the Company may be obligated to pay contingent consideration of up to CAD $13.5 million, or $10.2 million, in fiscal 2025 should the acquired entity meet certain earnings objectives during fiscal 2023 and 2024. As of July 31, 2023, the estimated fair value of the contingent consideration was CAD $11.5 million, or $8.7 million. Additionally, the acquired entity achieved a required earnings objective during fiscal years 2021 and 2022 that obligated the Company to pay additional contingent consideration of CAD $13.5 million, or $10.0 million, which was paid in the first quarter of fiscal 2023.
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Index
As part of the agreement to acquire a subsidiary by the ETG in fiscal 2017, the Company may be obligated to pay contingent consideration of $20.0 million in fiscal 2023 should the acquired entity meet a certain earnings objective during the first six years following the acquisition. As of July 31, 2023, the estimated fair value of the contingent consideration was $19.8 million.
The following unobservable inputs were used to derive the estimated fair value of the Company's Level 3 contingent consideration liabilities as of July 31, 2023 ($ in thousands):

|  |  |  | Unobservable |  |  |  | Weighted
Acquisition Date |  | Fair Value |  | Input |  | Range |  | Average (1)
9-1-2022 |  | $5,120 |  | Compound annual revenue growth rate |  | 0% - 17% |  | 11%
|  |  |  | Discount rate |  | 8.7% - 8.7% |  | 8.7%
7-18-2022 |  | 16,407 |  | Compound annual revenue growth rate |  | 2% - 9% |  | 6%
|  |  |  | Discount rate |  | 8.7% - 8.7% |  | 8.7%
3-17-2022 |  | 6,407 |  | Compound annual revenue growth rate |  | (3%) - 5% |  | 0%
|  |  |  | Discount rate |  | 7.5% - 7.5% |  | 7.5%
8-18-2020 |  | 8,715 |  | Compound annual revenue growth rate |  | 12% - 21% |  | 18%
|  |  |  | Discount rate |  | 9.7% - 9.7% |  | 9.7%
9-15-2017 |  | 19,777 |  | Compound annual revenue growth rate |  | 4% - 5% |  | 5%
|  |  |  | Discount rate |  | 6.7% - 6.7% |  | 6.7%

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.
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Index
Changes in the Company’s contingent consideration liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended July 31, 2023 are as follows (in thousands):

|  | Liabilities
Balance as of October 31, 2022 |  | $82,803 |
Payment of contingent consideration |  | (18,909) |
Amendment and termination of contingent consideration agreement |  | (9,057) |
Increase in accrued contingent consideration, net |  | 1,218 |
Foreign currency transaction adjustments |  | 371 |
Balance as of July 31, 2023 |  | $56,426 |
Included in the accompanying Condensed Consolidated Balance Sheet under the following captions: |  |
Accrued expenses and other current liabilities |  | $19,777 |
Other long-term liabilities |  | 36,649 |
|  | $56,426 |

The Company records changes in accrued contingent consideration and foreign currency transaction adjustments within SG&A expenses in its Condensed Consolidated Statements of Operations.
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable and accrued expenses and other current liabilities approximate fair value as of July 31, 2023 due to the relatively short maturity of the respective instruments. The carrying amount of borrowings under the Company's credit facility approximates fair value due to its variable interest rate.
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Index
9. NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS
The computation of basic and diluted net income per share attributable to HEICO shareholders is as follows (in thousands, except per share data):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Numerator: |  |  |  |  |  |  |
Net income attributable to HEICO | $300,170 |  |  | $254,471 |  |  | $102,023 |  |  | $82,540 |
Denominator: |  |  |  |  |  |  |
Weighted average common shares outstanding - basic | 136,859 |  |  | 135,835 |  |  | 137,006 |  |  | 135,978 |
Effect of dilutive stock options | 1,757 |  |  | 2,055 |  |  | 1,662 |  |  | 1,859 |
Weighted average common shares outstanding - diluted | 138,616 |  |  | 137,890 |  |  | 138,668 |  |  | 137,837 |
Net income per share attributable to HEICO shareholders: |  |  |  |  |  |  |
Basic | $2.19 |  |  | $1.87 |  |  | $.74 |  |  | $.61 |
Diluted | $2.17 |  |  | $1.85 |  |  | $.74 |  |  | $.60 |
Anti-dilutive stock options excluded | 1,138 |  |  | 748 |  |  | 1,323 |  |  | 767 |

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Index
10. OPERATING SEGMENTS
Information on the Company’s two operating segments, the FSG and the ETG, for the nine and three months ended July 31, 2023 and 2022, respectively, is as follows (in thousands):

|  |  |  |  |  | Other, Primarily Corporate and Intersegment (1) |  | Consolidated Totals
|  | Segment |  |
|  | FSG |  | ETG |  |
Nine months ended July 31, 2023: |  |  |  |  |  |  |  |
Net sales |  | $1,168,520 |  |  | $882,685 |  |  | ($19,547) |  |  | $2,031,658 |
Depreciation |  | 12,293 |  |  | 14,856 |  |  | 800 |  |  | 27,949 |
Amortization |  | 19,360 |  |  | 37,886 |  |  | 1,120 |  |  | 58,366 |
Operating income |  | 272,693 |  |  | 198,673 |  |  | (35,475) |  |  | 435,891 |
Capital expenditures |  | 15,434 |  |  | 18,575 |  |  | 167 |  |  | 34,176 |
Nine months ended July 31, 2022: |  |  |  |  |  |  |  |
Net sales |  | $909,253 |  |  | $703,932 |  |  | ($14,501) |  |  | $1,598,684 |
Depreciation |  | 11,493 |  |  | 10,153 |  |  | 743 |  |  | 22,389 |
Amortization |  | 17,543 |  |  | 29,750 |  |  | 844 |  |  | 48,137 |
Operating income |  | 189,329 |  |  | 189,605 |  |  | (28,588) |  |  | 350,346 |
Capital expenditures |  | 12,084 |  |  | 11,874 |  |  | 399 |  |  | 24,357 |
Three months ended July 31, 2023: |  |  |  |  |  |  |  |
Net sales |  | $405,040 |  |  | $325,867 |  |  | ($8,005) |  |  | $722,902 |
Depreciation |  | 4,141 |  |  | 5,395 |  |  | 265 |  |  | 9,801 |
Amortization |  | 6,074 |  |  | 13,084 |  |  | 572 |  |  | 19,730 |
Operating income |  | 89,172 |  |  | 74,157 |  |  | (13,962) |  |  | 149,367 |
Capital expenditures |  | 4,791 |  |  | 7,517 |  |  | (53) |  |  | 12,255 |
Three months ended July 31, 2022: |  |  |  |  |  |  |  |
Net sales |  | $330,259 |  |  | $244,203 |  |  | ($4,934) |  |  | $569,528 |
Depreciation |  | 4,082 |  |  | 3,361 |  |  | 250 |  |  | 7,693 |
Amortization |  | 6,281 |  |  | 9,571 |  |  | 274 |  |  | 16,126 |
Operating income |  | 70,756 |  |  | 68,029 |  |  | (10,038) |  |  | 128,747 |
Capital expenditures |  | 3,971 |  |  | 3,879 |  |  | 296 |  |  | 8,146 |

(1) Intersegment activity principally consists of net sales from the ETG to the FSG.
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Total assets by operating segment are as follows (in thousands):

|  |  |  |  |  | Other, Primarily Corporate |  | Consolidated Totals
|  | Segment |  |
|  | FSG |  | ETG |  |
Total assets as of July 31, 2023 |  | $1,690,971 |  |  | $2,913,437 |  |  | $848,894 |  |  | $5,453,302 |
Total assets as of October 31, 2022 |  | 1,635,229 |  |  | 2,230,744 |  |  | 229,523 |  |  | 4,095,496 |

11. COMMITMENTS AND CONTINGENCIES
Guarantees
As of July 31, 2023, the Company has arranged for standby letters of credit aggregating $13.1 million, which are supported by its revolving credit facility and principally pertain to performance guarantees related to customer contracts entered into by certain of the Company's subsidiaries as well as a payment guarantee related to potential workers' compensation claims.
Product Warranty
Changes in the Company’s product warranty liability for the nine months ended July 31, 2023 and 2022, respectively, are as follows (in thousands):

|  | Nine months ended July 31,
|  | 2023 |  | 2022
Balances as of beginning of fiscal year |  | $3,296 |  |  | $3,379 |
Accruals for warranties |  | 1,812 |  |  | 1,352 |
Acquired warranty liabilities |  | (85) |  |  | — |
Warranty claims settled |  | (1,699) |  |  | (1,719) |
Balances as of July 31 |  | $3,324 |  |  | $3,012 |

Litigation
On April 20, 2021, an indirect subsidiary of HFSC, which was acquired in June 2020, received a grand jury subpoena from the United States District Court for the Southern District of California requiring the production of documents for the time period December 1, 2017 through February 4, 2019 related to the subsidiary's employment of a certain individual and its performance of work on certain Navy vessels during that time period. The Company is cooperating with the investigation. The Company has completed its production of documents responsive to the subpoena, although the Company has a continuing obligation to produce such documents should any be located. The Company cannot predict the outcome of the investigation or when the investigation will ultimately be resolved; nor can the Company reasonably estimate the possible range of loss or impact to its business, if any, that may result from this matter.
With the exception of the matter noted above, the Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal
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counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.
12. SUBSEQUENT EVENTS
On August 4, 2023, the Company completed the acquisition of Wencor Group ("Wencor"), which it intends to integrate into the FSG. The aggregate purchase price consisted of $1.9 billion in cash, subject to certain working capital, debt and other customary adjustments, and 1,137,628 shares of HEICO Class A Common Stock. The cash consideration was paid using proceeds from the sale of the Notes and from the Company's Credit Facility. See Note 5, Short-Term and Long-Term Debt, for additional information. Also, on August 8, 2023, the Company terminated the commitment letter, dated May 14, 2023, with Truist Bank and Truist Securities, Inc., as amended, relating to a bridge financing to finance a portion of the Wencor Acquisition, as such financing was no longer necessary.
In connection with the Wencor Acquisition, the Company entered into a registration rights agreement, dated August 4, 2023 (the “Registration Rights Agreement”), by and among the Company and Holders (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement (i) the Company agreed to file a resale registration statement for the Registrable Securities (as defined in the Registration Rights Agreement) immediately following the closing of the Wencor Acquisition and (ii) the Holders were granted certain registration rights with respect to registration statements filed subsequent to the closing of the Wencor Acquisition. On August 4, 2023, the Company filed a Registration Statement on Form S-3ASR to register the resale of 1,054,606 shares of HEICO Class A Common Stock issued in connection with the Wencor Acquisition (the “Registration Statement”). The Registration Statement was effective as of August 4, 2023.
Wencor is a large commercial and military aircraft aftermarket company offering factory-new FAA-approved aircraft replacement parts, value-added distribution of high-use commercial & military aftermarket parts and aircraft & engine accessory component repair and overhaul services. Wencor expands the Company’s aftermarket product offerings, enabling the combined company to offer even greater savings and capabilities to its customers, while expanding its new products and services development capacity. Due to the limited time since the acquisition date, the initial accounting for the Wencor Acquisition is incomplete. As such, the Company is not able to disclose certain information relating to Wencor, including the preliminary fair value of the assets acquired and liabilities assumed. The Company expects to complete the preliminary accounting for the Wencor Acquisition during the fourth quarter of fiscal 2023.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
This discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates if different assumptions were used or different events ultimately transpire.
Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended October 31, 2022. There have been no material changes to our critical accounting policies during the nine months ended July 31, 2023.
Our business is comprised of two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their respective subsidiaries; and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. and its subsidiaries.
Although we have largely emerged from the COVID-19 pandemic, our results of operations in fiscal 2023 continue to reflect the pandemic's lingering impact, including its impact on our supply chain. Despite the aforementioned, we experienced continued improvement in operating results in the first nine months and third quarter of fiscal 2023 as compared to the first nine months and third quarter of fiscal 2022 principally reflecting improved demand for our commercial aerospace products and services. The FSG has reported twelve consecutive quarters of sequential growth in net sales resulting from commercial air travel recovery in certain domestic travel markets, moderated by a slower recovery in international travel markets. Additionally, the ETG’s operating results in the first nine months of fiscal 2023 reflect consistent organic growth from increased demand for most of their other product offerings and the impact from the Company's January 2023 acquisition, offset by decreased demand for its defense products and the impact of acquisition costs related to our January 2023 acquisition. Further, the ETG’s overall backlog as of July 31, 2023, supports an expected increase in demand for its defense products at some point over the next twelve months.
Additionally, our results of operations for the nine and three months ended July 31, 2023 have been affected by the fiscal 2022 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2022 and the fiscal 2023 acquisitions as further detailed in Note 2,
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Acquisitions, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.
Recent Development
On August 4, 2023, we completed the acquisition of Wencor Group ("Wencor"), which we intend to integrate into the FSG ("Wencor Acquisition"). The aggregate purchase price consisted of $1.9 billion in cash, subject to certain working capital, debt and other customary adjustments, and 1,137,628 shares of HEICO Class A Common Stock. The cash consideration was paid using proceeds from the sale of senior notes and from the Company's revolving credit facility. See Note 5, Short-Term and Long-Term Debt, of the Notes to Condensed Consolidated Financial Statements for additional information. Wencor is a large commercial and military aircraft aftermarket company offering factory-new FAA-approved aircraft replacement parts, value-added distribution of high-use commercial & military aftermarket parts and aircraft & engine accessory component repair and overhaul services. See Note 12, Subsequent Events, of the Notes to Condensed Consolidated Financial Statements for additional information.
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Results of Operations
The following table sets forth the results of our operations, net sales and operating income by segment and the percentage of net sales represented by the respective items in our Condensed Consolidated Statements of Operations (in thousands):

| Nine months ended July 31, |  | Three months ended July 31,
| 2023 |  | 2022 |  | 2023 |  | 2022
Net sales | $2,031,658 |  |  | $1,598,684 |  |  | $722,902 |  |  | $569,528 |
Cost of sales | 1,242,613 |  |  | 976,308 |  |  | 444,168 |  |  | 348,591 |
Selling, general and administrative expenses | 353,154 |  |  | 272,030 |  |  | 129,367 |  |  | 92,190 |
Total operating costs and expenses | 1,595,767 |  |  | 1,248,338 |  |  | 573,535 |  |  | 440,781 |
Operating income | $435,891 |  |  | $350,346 |  |  | $149,367 |  |  | $128,747 |
Net sales by segment: |  |  |  |  |  |  |
Flight Support Group | $1,168,520 |  |  | $909,253 |  |  | $405,040 |  |  | $330,259 |
Electronic Technologies Group | 882,685 |  |  | 703,932 |  |  | 325,867 |  |  | 244,203 |
Intersegment sales | (19,547) |  |  | (14,501) |  |  | (8,005) |  |  | (4,934) |
| $2,031,658 |  |  | $1,598,684 |  |  | $722,902 |  |  | $569,528 |
Operating income by segment: |  |  |  |  |  |  |
Flight Support Group | $272,693 |  |  | $189,329 |  |  | $89,172 |  |  | $70,756 |
Electronic Technologies Group | 198,673 |  |  | 189,605 |  |  | 74,157 |  |  | 68,029 |
Other, primarily corporate | (35,475) |  |  | (28,588) |  |  | (13,962) |  |  | (10,038) |
| $435,891 |  |  | $350,346 |  |  | $149,367 |  |  | $128,747 |
Net sales | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
Gross profit | 38.8 | % |  | 38.9 | % |  | 38.6 | % |  | 38.8 | %
Selling, general and administrative expenses | 17.4 | % |  | 17.0 | % |  | 17.9 | % |  | 16.2 | %
Operating income | 21.5 | % |  | 21.9 | % |  | 20.7 | % |  | 22.6 | %
Interest expense | 1.5 | % |  | .2 | % |  | 1.7 | % |  | .2 | %
Other income | .1 | % |  | — | % |  | .1 | % |  | — | %
Income tax expense | 3.8 | % |  | 4.2 | % |  | 3.5 | % |  | 6.0 | %
Net income attributable to noncontrolling interests | 1.5 | % |  | 1.6 | % |  | 1.5 | % |  | 1.9 | %
Net income attributable to HEICO | 14.8 | % |  | 15.9 | % |  | 14.1 | % |  | 14.5 | %

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Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Net Sales
Our consolidated net sales in the first nine months of fiscal 2023 increased by 27% to a record $2,031.7 million, up from net sales of $1,598.7 million in the first nine months of fiscal 2022. The increase in consolidated net sales principally reflects an increase of $259.3 million (a 29% increase) to a record $1,168.5 million in net sales of the FSG and an increase of $178.8 million (a 25% increase) to a record $882.7 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 21% as well as net sales of $65.2 million contributed by fiscal 2022 acquisitions. The FSG's organic growth reflects increased demand for the majority of our commercial aerospace products and services resulting from continued recovery in global commercial air travel as compared to the prior year. As such, organic net sales increased by $129.9 million, $36.0 million and $28.1 million within our aftermarket replacement parts, repair and overhaul parts and services, and specialty products product lines, respectively. The net sales increase in the ETG principally reflects $177.5 million contributed by fiscal 2023 and 2022 acquisitions, partially offset by a 1% decrease in organic net sales. The ETG's organic net sales decline is mainly attributable to decreased demand for our defense products resulting in a net sales decrease of $42.1 million, partially offset by increased demand for our other electronics and aerospace products resulting in net sales increases of $18.8 million and $18.1 million, respectively. Although we believe sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the first nine months of fiscal 2023, recent cost inflation may lead to higher sales prices during the remainder of fiscal 2023.
Gross Profit and Operating Expenses
Our consolidated gross profit margin was 38.8% in the first nine months of fiscal 2023, as compared to 38.9% in the first nine months of fiscal 2022, principally reflecting a 2.7% decrease in the ETG's gross profit margin, partially offset by a 2.1% improvement in the FSG's gross profit margin. The reduction in the ETG's gross profit margin principally reflects the previously mentioned decrease in net sales of our defense products, partially offset by the previously mentioned increase in net sales of our aerospace and other electronics products. The increase in the FSG's gross profit margin principally reflects the previously mentioned higher net sales within our aftermarket replacement parts and specialty products product lines, and lower inventory obsolescence expenses in the first nine months of fiscal 2023 mainly due to increased demand within our aftermarket replacement parts product line. Total new product research and development expenses included within our consolidated cost of sales were $68.5 million in the first nine months of fiscal 2023, up from $55.8 million in the first nine months of fiscal 2022.
Our consolidated selling, general and administrative ("SG&A") expenses were $353.2 million in the first nine months of fiscal 2023, as compared to $272.0 million in the first nine months of fiscal 2022. The increase in consolidated SG&A expenses principally reflects $48.3 million attributable to our fiscal 2023 and 2022 acquisitions, costs incurred to support the previously mentioned net sales growth resulting in increases of $16.7 million and $7.4 million in
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other general and administrative expenses and other selling expenses, respectively, a $10.4 million increase in performance-based compensation expense and a $7.5 million increase in acquisition costs mainly related to fiscal 2023 acquisitions, including Wencor, partially offset by a $9.1 million impact from the amendment and termination of a contingent consideration agreement pertaining to a fiscal 2021 acquisition.
Our consolidated SG&A expenses as a percentage of net sales were 17.4% in the first nine months of fiscal 2023, as compared to 17.0% in the first nine months of fiscal 2022. The increase in consolidated SG&A expenses as a percentage of net sales principally reflects a .4% impact from the previously mentioned increase in acquisition costs, and a .3% impact from changes in the estimated fair value of contingent consideration, partially offset by a .4% impact from the previously mentioned amendment and termination of a contingent consideration agreement.
Operating Income
Our consolidated operating income increased by 24% to a record $435.9 million in the first nine months of fiscal 2023, up from $350.3 million in the first nine months of fiscal 2022. The increase in consolidated operating income principally reflects an $83.4 million increase (a 44% increase) to a record $272.7 million in operating income of the FSG and a $9.1 million increase (a 5% increase) to $198.7 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth, improved gross profit margin, efficiencies realized from the higher net sales volume, and the previously mentioned amendment and termination of a contingent consideration agreement, partially offset by a $13.2 million increase in performance-based compensation expense. The increase in operating income of the ETG principally reflects the previously mentioned net sales increase, partially offset by the previously mentioned lower gross profit margin and higher costs from the impact of our January 2023 acquisition.
Our consolidated operating income as a percentage of net sales was 21.5% in the first nine months of fiscal 2023, as compared to 21.9% in the first nine months of fiscal 2022. Our consolidated operating income as a percentage of net sales in the first nine months of fiscal 2023 principally reflects a decrease in the ETG's operating income as a percentage of net sales to 22.5% in the first nine months of fiscal 2023, as compared to 26.9% in the first nine months of fiscal 2022, partially offset by an increase in the FSG’s operating income as a percentage of net sales to 23.3% in the first nine months of fiscal 2023, up from 20.8% in the first nine months of fiscal 2022. The decrease in the ETG's operating income as a percentage of net sales principally reflects the previously mentioned lower gross profit margin and a 1.8% impact from an increase in SG&A expenses as a percentage of net sales mainly from the previously mentioned higher costs from the impact of our January 2023 acquisition. The increase in the FSG’s operating income as a percentage of net sales principally reflects the previously mentioned improved gross profit margin, efficiencies realized from the higher net sales volume, and a .8% impact from the amendment and termination of a contingent consideration agreement, partially offset by a .5% impact from higher performance-based compensation expense.
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Interest Expense
Interest expense increased to $29.6 million in the first nine months of fiscal 2023, as compared to $3.2 million in the first nine months of fiscal 2022. The increase in interest expense was due to higher interest rates as well as an increase in the amount of outstanding debt.
Other Income
Other income in the first nine months of fiscal 2023 and 2022 was not material.
Income Tax Expense
Our effective tax rate decreased to 19.0% in the first nine months of fiscal 2023, down from 19.4% in the first nine months of fiscal 2022. The decrease in our effective tax rate principally reflects a favorable impact from tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO Leadership Compensation Plan in the first nine months of fiscal 2023 as compared to tax-exempt unrealized losses recognized in the first nine months of fiscal 2022. This was partially offset by a larger tax benefit from stock option exercises recognized in the first quarter of fiscal 2022. We recognized a discrete tax benefit from stock option exercises in both the first quarter of fiscal 2023 and 2022 of $6.2 million and $17.8 million, respectively.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $30.6 million in the first nine months of fiscal 2023, as compared to $26.0 million in the first nine months of fiscal 2022. The increase in net income attributable to noncontrolling interests principally reflects improved operating results of certain subsidiaries of the FSG and ETG in which noncontrolling interests are held.
Net Income Attributable to HEICO
Net income attributable to HEICO increased by 18% to a record $300.2 million, or $2.17 per diluted share, in the first nine months of fiscal 2023, up from $254.5 million, or $1.85 per diluted share, in the first nine months of fiscal 2022 principally reflecting the previously mentioned higher consolidated operating income, partially offset by the increase in interest expense.
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Comparison of Third Quarter of Fiscal 2023 to Third Quarter of Fiscal 2022
Net Sales
Our consolidated net sales in the third quarter of fiscal 2023 increased by 27% to a record $722.9 million, up from net sales of $569.5 million in the third quarter of fiscal 2022. The increase in consolidated net sales principally reflects an increase of $81.7 million (a 33% increase) to a record $325.9 million in net sales of the ETG and an increase of $74.8 million (a 23% increase) to a record $405.0 million in net sales of the FSG. The net sales increase in the ETG principally reflects $74.5 million contributed by fiscal 2023 and 2022 acquisitions and organic growth of 2%. The ETG's organic growth is mainly attributable to increased demand for our aerospace and other electronics products resulting in net sales increases of $9.7 million and $3.4 million, respectively, partially offset by decreased demand for our defense products resulting in a net sales decrease of $8.9 million. The net sales increase in the FSG reflects strong organic growth of 19% as well as net sales of $10.6 million contributed by a fiscal 2022 acquisition. The FSG's organic growth reflects increased demand for the majority of our commercial aerospace products and services resulting from continued recovery in global commercial air travel as compared to the prior year. As such, organic net sales increased by $51.5 million and $14.5 million within our aftermarket replacement parts and repair and overhaul parts and services product lines, respectively. Although we believe sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the third quarter of fiscal 2023, recent cost inflation may lead to higher sales prices during the remainder of fiscal 2023.
Gross Profit and Operating Expenses
Our consolidated gross profit margin was 38.6% in the third quarter of fiscal 2023, as compared to 38.8% in the third quarter of fiscal 2022, principally reflecting a 2.8% decrease in the ETG's gross profit margin, partially offset by a 1.5% improvement in the FSG's gross profit margin. The reduction in the ETG's gross profit margin principally reflects the previously mentioned decrease in net sales of our defense products, partially offset by the previously mentioned increase in net sales of our aerospace and other electronics products. The increase in the FSG's gross profit margin principally reflects the previously mentioned higher net sales and a favorable product mix. Total new product research and development expenses included within our consolidated cost of sales were $25.4 million in the third quarter of fiscal 2023, up from $18.7 million in the third quarter of fiscal 2022.
Our consolidated SG&A expenses were $129.4 million in the third quarter of fiscal 2023, as compared to $92.2 million in the third quarter of fiscal 2022. The increase in consolidated SG&A expenses principally reflects $20.2 million attributable to our fiscal 2023 and 2022 acquisitions, costs incurred to support the previously mentioned net sales growth resulting in increases of $11.5 million and $2.9 million in other general and administrative expenses and selling expenses, respectively, and a $2.6 million increase in acquisition costs mainly related to our acquisition of Wencor in August 2023.
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Our consolidated SG&A expenses as a percentage of net sales were 17.9% in the third quarter of fiscal 2023, as compared to 16.2% in the third quarter of fiscal 2022. The increase in consolidated SG&A expenses as a percentage of net sales principally reflects a lower level of efficiencies mainly resulting from the impact of our January 2023 acquisition, a .3% impact from the previously mentioned increase in acquisition costs and a .3% impact from changes in the estimated fair value of contingent consideration.
Operating Income
Our consolidated operating income increased by 16% to $149.4 million in the third quarter of fiscal 2023, up from $128.7 million in the third quarter of fiscal 2022. The increase in consolidated operating income principally reflects an $18.4 million increase (a 26% increase) to $89.2 million in operating income of the FSG and a $6.1 million increase (a 9% increase) to $74.2 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth and improved gross profit margin, partially offset by a $3.3 million increase in acquisition costs mainly related to the previously mentioned Wencor Acquisition. The increase in operating income of the ETG principally reflects the previously mentioned net sales increase, partially offset by the previously mentioned lower gross profit margin and higher costs from the impact of our January 2023 acquisition.
Our consolidated operating income as a percentage of net sales was 20.7% in the third quarter of fiscal 2023, as compared to 22.6% in the third quarter of fiscal 2022. Our consolidated operating income as a percentage of net sales in the third quarter of fiscal 2023 principally reflects a decrease in the ETG's operating income as a percentage of net sales to 22.8% in the third quarter of fiscal 2023, as compared to 27.9% in the third quarter of fiscal 2022, partially offset by an increase in the FSG's operating income as a percentage of net sales to 22.0% in the third quarter of fiscal 2023, up from 21.4% in the third quarter of fiscal 2022. The decrease in the ETG's operating income as a percentage of net sales principally reflects the previously mentioned lower gross profit margin and a 2.3% impact from an increase in SG&A expenses as a percentage of net sales mainly from the previously mentioned higher costs from the impact of our January 2023 acquisition. The increase in the FSG's operating income as a percentage of net sales principally reflects the previously mentioned improved gross profit margin, partially offset by an .8% impact from the previously mentioned increase in acquisition costs.
Interest Expense
Interest expense increased to $12.1 million in the third quarter of fiscal 2023, as compared to $1.4 million in the third quarter of fiscal 2022. The increase in interest expense was due to higher interest rates as well as an increase in the amount of outstanding debt.
Other Income
Other income in the third quarter of fiscal 2023 and 2022 was not material.
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Income Tax Expense
Our effective tax rate decreased to 18.4% in the third quarter of fiscal 2023, down from 27.0% in the third quarter of fiscal 2022. The decrease in our effective tax rate principally reflects a favorable impact from tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO Leadership Compensation Plan in the third quarter of fiscal 2023 as compared to tax-exempt unrealized losses recognized in the third quarter of fiscal 2022. Additionally, we recognized a larger income tax credit for qualified research and development activities in the third quarter of fiscal 2023 mainly upon the filing and completion of our fiscal 2022 U.S. federal and state tax returns.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $10.7 million in the third quarter of fiscal 2023, as compared to $10.5 million in the third quarter of fiscal 2022. The increase in net income attributable to noncontrolling interests principally reflects improved operating results of certain subsidiaries of the FSG and ETG in which noncontrolling interests are held, inclusive of fiscal 2022 and 2023 acquisitions.
Net Income Attributable to HEICO
Net income attributable to HEICO increased by 24% to $102.0 million, or $.74 per diluted share, in the third quarter of fiscal 2023, up from $82.5 million, or $.60 per diluted share, in the third quarter of fiscal 2022 principally reflecting the previously mentioned higher consolidated operating income and lower effective tax rate, partially offset by the increase in interest expense.
Outlook
As we look ahead to the remainder of fiscal 2023, we continue to anticipate net sales growth in both the FSG and ETG, principally driven by demand for the majority of our products. Additionally, continued inflationary pressures and lingering supply chain disruptions stemming from the COVID-19 pandemic may lead to higher material and labor costs. Further, we plan to actively work on the integration of Wencor into our business and operations, continue our commitment to developing new products and services and further market penetration, while maintaining our financial strength and flexibility.
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Liquidity and Capital Resources
Our principal uses of cash include acquisitions, capital expenditures, cash dividends, distributions to noncontrolling interests, financing costs, and working capital needs. We now anticipate fiscal 2023 capital expenditures to be approximately $50 to $55 million, inclusive of the Wencor Acquisition. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior notes contain both financial and non-financial covenants. As of July 31, 2023, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 41.1%.
On July 14, 2023, we entered into a third amendment to our revolving credit facility ("Credit Facility"), to, among other things, (i) increase the capacity by $500 million to $2.0 billion, (ii) extend the maturity date to July 14, 2028, and (iii) increase the applicable rate with respect to certain total leverage ratio tiers in the pricing grid. The Credit Facility includes a feature that will allow us to increase the capacity by $750 million to become a $2.75 billion facility through increased commitments from existing lenders.
Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our revolving credit facility will be sufficient to fund our cash requirements for at least the next twelve months.
Operating Activities
Net cash provided by operating activities was $300.4 million in the first nine months of fiscal 2023 and consisted primarily of net income from consolidated operations of $330.8 million, depreciation and amortization expense of $86.3 million (a non-cash item), net changes in other long-term liabilities and assets related to the HEICO LCP of $11.7 million (principally participant deferrals and employer contributions), $10.6 million in employer contributions to the HEICO Savings and Investment Plan (a non-cash item), and $10.4 million in share-based compensation expense (a non-cash item), partially offset by a $103.3 million increase in net working capital, a $23.0 million deferred income tax benefit, a $9.1 million impact from the amendment and termination of a contingent consideration agreement and $6.3 million of contingent consideration payments. The increase in net working capital is inclusive of an $86.7 million increase in inventories to support an increase in consolidated backlog and a $15.6 million increase in accounts receivable resulting from the previously mentioned higher net sales and the timing of collections.
Net cash provided by operating activities decreased by $23.6 million in the first nine months of fiscal 2023 from $323.9 million in the first nine months of fiscal 2022. The decrease is principally attributable to a $37.5 million increase in net working capital, a $30.8 million increase in deferred income tax benefits, and a $9.1 million impact from the amendment and termination of a contingent consideration agreement, partially offset by a $50.4 million increase in net income from consolidated operations. The increase in net working capital primarily
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resulted from the previously mentioned increase in inventories and a decrease in trade accounts payable, partially offset by a decrease in prepaid expenses and other current assets.
Investing Activities
Net cash used in investing activities totaled $574.2 million in the first nine months of fiscal 2023 and related primarily to acquisitions of $526.7 million, capital expenditures of $34.2 million and investments related to the LCP of $14.0 million. Further details regarding our fiscal 2023 acquisitions may be found in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements.
Financing Activities
Net cash provided by financing activities in the first nine months of fiscal 2023 totaled $824.1 million. During the first nine months of fiscal 2023, we received $1,189.5 million in proceeds from the issuance of senior notes and borrowed $564.0 million under our revolving credit facility, which were partially offset by $839.0 million in payments made on our revolving credit facility, $29.9 million of distributions to noncontrolling interests, $27.4 million of cash dividends on our common stock, redemptions of common stock related to stock option exercises aggregating $14.8 million, $12.6 million of contingent consideration payments, and $9.1 million paid of debt issuance costs.
Other Obligations and Commitments
Except as noted below, there have not been any material changes to our other obligations and commitments that were included in our Annual Report on Form 10-K for the year ended October 31, 2022.
On July 27, 2023, we completed the public offer and sale of senior unsecured notes, which consisted of $600 million principal amount of 5.25% Senior Notes due August 1, 2028 (the "2028 Notes") and $600 million principal amount of 5.35% Senior Notes due August 1, 2033 (the "2033 Notes" and, collectively with the 2028 Notes, the "Notes"). We used the net proceeds from the sale of the Notes to repay the outstanding borrowings under our Credit Facility and to fund a portion of the purchase price of the Wencor Acquisition. See Note 5, Short-Term and Long-Term Debt, and Note 12, Subsequent Events, of the Notes to Condensed Consolidated Financial Statements, for additional information. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2024. The 2028 Notes and 2033 Notes each have an effective interest rate of 5.5%.
New Accounting Pronouncements
See Note 1, Summary of Significant Accounting Policies - New Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements for additional information.
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Guarantor Group Summarized Financial Information
On July 27, 2023, we completed the public offer and sale of the Notes. See Note 5, Short-Term and Long-Term Debt of the Notes to Condensed Consolidated Financial Statements, for additional information. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future subsidiaries (including any member of Wencor Group following consummation of the Wencor Acquisition) that guarantee our obligations under the Credit Facility (the “Guarantor Group”).
The Notes were issued pursuant to an Indenture, dated as of July 27, 2023 (the “Base Indenture”), between HEICO and certain of its subsidiaries (collectively, the "Subsidiary Guarantors") and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 27, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between us, Subsidiary Guarantors and the Trustee. The Notes are direct, unsecured senior obligations of HEICO and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. Each Subsidiary Guarantor is owned either directly or indirectly by the Company and jointly and severally guarantee our obligations under the Notes. None of the Subsidiary Guarantors are organized outside of the U.S.
Under the Indenture, holders of the Notes will be deemed to have consented to the release of a subsidiary guarantee provided by a subsidiary guarantor, without any action required on the part of the Trustee or any holder of the Notes, upon such subsidiary guarantor ceasing to guarantee or to be an obligor with respect to the Credit Facility. Accordingly, if the lenders under the Credit Facility release a subsidiary guarantor from its guarantee of, or obligations as a borrower under, the Credit Facility, the obligations of the subsidiary guarantors to guarantee the Notes will immediately terminate. If any of our future subsidiaries incur obligations under the Credit Facility while the Notes are outstanding, then such subsidiary will be required to guarantee the Notes.
In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the following circumstances, each of which is permitted by the indenture:
•upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting stock of such subsidiary guarantor (other than to us or any of our affiliates); or
•upon the sale or disposition of all or substantially all the property of such subsidiary guarantor (other than to any of our affiliates or another subsidiary guarantor);
provided, however, that, in each case, such transaction is permitted by the Credit Facility and after giving effect to such transaction, such subsidiary guarantor is no longer liable for any subsidiary guarantee or other obligations in respect of the Credit Facility. The subsidiary guarantee of a subsidiary guarantor also will be released if we exercise our legal defeasance, covenant defeasance option or discharge the Indenture.
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We conduct our operations almost entirely through our subsidiaries. Accordingly, the Guarantor Group’s cash flow and ability to service any guaranteed registered debt securities will depend on the earnings of our subsidiaries and the distribution of those earnings to the Guarantor Group, including the earnings of the non-guarantor subsidiaries, whether by dividends, loans or otherwise. Holders of the guaranteed registered debt securities will have a direct claim only against the Guarantor Group.
The following tables include summarized financial information for the Guarantor Group (in thousands). The information for the Guarantor Group is presented on a combined basis, excluding intercompany balances and transactions between us and the Guarantor and excluding investments in and equity in the earnings of non-guarantor subsidiaries. The Guarantor Group’s amounts due from, amounts due to, and transactions with non-guarantor subsidiaries have been presented in separate line items. The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.

| As of |  | As of
| July 31, 2023 |  | October 31, 2022
Current assets (excluding net intercompany receivable from non-guarantor subsidiaries) | $1,524,929 |  |  | $898,522 |
Noncurrent assets | 2,654,288 |  |  | 2,612,503 |
Net intercompany receivable from/ (payable to) non-guarantor subsidiaries | 170,219 |  |  | (10,836) |
Current liabilities (excluding net intercompany payable to non-guarantor subsidiaries) | 346,560 |  |  | 327,700 |
Noncurrent liabilities | 1,590,962 |  |  | 662,948 |
Redeemable noncontrolling interests | 251,320 |  |  | 254,348 |
Noncontrolling interests | 35,497 |  |  | 33,993 |

| Nine months ended |  |
| July 31, 2023 |  |
Net sales | $1,591,258 |  |  |
Gross profit | 596,251 |  |  |
Operating income | 348,233 |  |  |
Net income from consolidated operations | 264,456 |  |  |
Net income attributable to HEICO | 242,760 |  |  |

| Nine months ended |  |
| July 31, 2023 |  |
Intercompany net sales | $1,381 |  |  |
Intercompany management fee | 1,853 |  |  |
Intercompany interest income | 5,015 |  |  |
Intercompany dividends | 41,080 |  |  |

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Forward-Looking Statements
Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature may be forward-looking and the words “anticipate,” “believe,” “expect,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to risks, uncertainties and contingencies. We have based these forward-looking statements on our current expectations and projections about future events. All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future costs, using currently available information. Therefore, actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors including, but not limited to: the severity, magnitude and duration of public health threats, such as the COVID-19 pandemic ("Health Emergencies"); HEICO's liquidity and the amount and timing of cash generation; lower commercial air travel caused by Health Emergencies and their aftermath, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase to our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues; and defense spending or budget cuts, which could reduce our defense-related revenue. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have not been any material changes in our assessment of HEICO’s sensitivity to market risk that was disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended October 31, 2022, except as discussed below:
In connection with our acquisition of Exxelia, we issued Exxelia a ten-year, €150 million note, which accrues interest at 4.7% per annum on the principal outstanding. A hypothetical 10% strengthening of the United States ("U.S.") dollar in comparison to the Euro as of July 31, 2023 would decrease the U.S. dollar equivalent of our Euro note receivable by approximately $17.0 million and decrease operating income by the same amount.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that HEICO’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the third quarter ended July 31, 2023 that have materially affected, or are reasonably likely to materially affect, HEICO's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk Factors.
Our business, financial condition, operating results and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K for the year ended October 31, 2022, any one of which may cause our actual results to differ materially from anticipated results. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended October 31, 2022.
Item 5. Other Events.
None of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the third quarter ended July 31, 2023.
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Item 6. EXHIBITS

Exhibit |  | Description
4.1 |  | Indenture, dated July 27, 2023, between HEICO Corporation and certain of its subsidiaries and Truist Bank, as trustee, is incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 27, 2023. ***
4.2 |  | First Supplemental Indenture, dated July 27, 2023, between HEICO Corporation and certain of its subsidiaries and Truist Bank, as trustee, is incorporated by reference to Exhibit 4.2 to the Form 8-K filed on July 27, 2023. ***
4.3 |  | Form of 5.250% Notes due 2028 (form included as Exhibit A to the First Supplemental Indenture incorporated by reference as Exhibit 4.2 to the Form 8-K filed on July 27, 2023.) ***
4.4 |  | Form of 5.350% Notes due 2033 (form included as Exhibit B to the First Supplemental Indenture incorporated by reference as Exhibit 4.2 to the Form 8-K filed on July 27, 2023.) ***
10.1 |  | Third Amendment to Revolving Credit Agreement, effective as of July 14, 2023, among HEICO Corporation, as Borrower, the Lenders from time to time party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent, is incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 1 7, 2023. ***
10.2 |  | Registration Rights Agreement, dated August 4, 2023, between HEICO Corporation and the selling stockholders, is incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3ASR filed on August 4, 2023. ***
22.1 |  | Subsidiary Guarantors and Issuers of Guaranteed Securities. *
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 |  | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. *
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document. *
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB |  | Inline XBRL Taxonomy Extension Labels Linkbase Document. *
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

* Filed herewith.
** Furnished herewith.
*** Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | HEICO CORPORATION
Date: | August 30, 2023 | By: | /s/ CARLOS L. MACAU, JR.
|  |  | Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer)
|  | By: | /s/ STEVEN M. WALKER
|  |  | Steven M. Walker Chief Accounting Officer and Assistant Treasurer (Principal Accounting Officer)

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