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FAIR VALUE MEASUREMENTS
9 Months Ended
Jul. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block] 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, 2024
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$— $302,432 $— $302,432 
Money market fund6,771 — — 6,771 
Total assets$6,771 $302,432 $— $309,203 
Liabilities:
Contingent consideration $— $— $29,253 $29,253 
As of October 31, 2023
Quoted Prices
in Active Markets for Identical Assets (Level 1)
Significant
Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Assets:
Deferred compensation plan:
Corporate-owned life insurance$— $227,710 $— $227,710 
Money market fund5,829 — — 5,829 
Total assets$5,829 $227,710 $— $233,539 
Liabilities:
Contingent consideration $— $— $71,136 $71,136 

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 an investment in a money market fund that is classified within Level 1. The assets of the LCP are 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 $307.4 million as of July 31, 2024 and $226.2 million as of October 31, 2023.

In connection with a fiscal 2023 acquisition that is part of the FSG, the Company assumed an agreement which may have obligated it to pay contingent consideration of $17.5 million if certain operating entities of the acquired company met a calendar year 2023 earnings objective and obtained a certain level of new orders with deliveries scheduled in calendar year 2024, of which both targets were tied to a specific customer contract. Both requirements were met as of October 31, 2023. However, payment of the earnout was also predicated on no indication of a significant change with respect to the underlying customer agreement. In the second quarter of fiscal 2024, the customer notified the Company that it intends to reduce its future orders. As a result, the parties to this agreement agreed to settle on a specific contingent consideration amount of $11.0 million. Accordingly, the $17.3 million estimated fair value of the contingent consideration as of October 31, 2023 was reduced to $11.0 million as of April 30, 2024 and paid in the third quarter of fiscal 2024.

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. Based on the fiscal 2024 forecasted earnings of the acquired entity, the Company does not expect that the required earnings objective will be met. Accordingly, the $5.5 million estimated fair value of the contingent consideration as of October 31, 2023 was reversed in the third quarter of fiscal 2024.

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, 2024, the estimated fair value of the contingent consideration was $21.1 million.

As part of the agreement to acquire 74% of the membership interests of a subsidiary by the FSG in fiscal 2022, the Company would be obligated to pay contingent consideration of $14.1 million in fiscal 2027 only if the acquired entity met a certain earnings objective during the five-year period following the acquisition. Based on the actual earnings of the acquired entity subsequent to the acquisition and forecasted earnings over the remainder of the earnout period, the Company does not expect that the required earnings objective will be met. Accordingly, as
of July 31, 2024 and October 31, 2023, the Company did not accrue any contingent consideration for this agreement.

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 $9.8 million, in fiscal 2025 should the acquired entity meet certain earnings objectives during fiscal 2023 and 2024. As of July 31, 2024, the estimated fair value of the contingent consideration was CAD $11.2 million, or $8.1 million.

As part of the agreement to acquire a subsidiary by the ETG in fiscal 2017, the Company paid contingent consideration of $20.0 million in December 2023 as the acquired entity met a certain earnings objective during the first six years following the acquisition.

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, 2024:
Acquisition Fair Value UnobservableWeighted
Date (in thousands)Input Range
Average (1)
7-18-2022$21,134Compound annual revenue growth rate
1% - 11%
6%
Discount rate
8.7% - 8.7%
8.7%
8-18-20208,119Compound annual revenue growth rate
11% - 13%
12%
Discount rate
9.8% - 9.8%
9.8%

(1)    Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

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, 2024 are as follows (in thousands):
Liabilities
Balance as of October 31, 2023$71,136 
Payment of contingent consideration(31,000)
Decrease in accrued contingent consideration, net(10,892)
Foreign currency transaction adjustments
 $29,253 
Included in the accompanying Condensed Consolidated Balance Sheet
 under the following captions:
Accrued expenses and other current liabilities$8,119 
Other long-term liabilities21,134 
$29,253 

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, 2024 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. See Note 5, Short-Term and Long-Term Debt, for the estimated fair value of the Company’s senior unsecured notes.

During the third quarter of fiscal 2024, a non-amortizing trade name within the ETG was measured at fair value on a nonrecurring basis, resulting in the recognition of an impairment loss of $6.0 million (see Note 4, Goodwill and Other Intangible Assets). The fair value of this nonfinancial asset as of July 31, 2024, which is classified within Level 3, and the related impairment loss recognized in the third quarter of fiscal 2024 are as follows (in thousands):

Carrying AmountImpairment LossFair Value (Level 3)
Asset:
Trade name$7,800 ($6,000)$1,800 

The fair value of the trade name was determined using the relief from royalty method, which is an income approach. This method involves applying an asset-specific discount rate to a forecast of cash flows specific to the asset. The following unobservable inputs were used to derive the estimated fair value of the Level 3 trade name as of July 31, 2024:

Unobservable InputRate
Discount rate 15.0%
Royalty rate 1.0%