HEICO CORP

Previous wording

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 Estimates” in our Annual Report on Form 10-K for the year ended October 31, 2024. There have been no material changes to our critical accounting policies during the three months ended January 31, 2025.

Current wording

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 Estimates” in our Annual Report on Form 10-K for the year ended October 31, 2024. There have been no material changes to our critical accounting policies during the six months ended April 30, 2025.

Previous wording

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.

Current wording

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. ("HEICO Electronic") and its subsidiaries.

Previous wording

Our results of operations for the three months ended January 31, 2025 have been affected by the fiscal 2024 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, 2024 and the fiscal 2025 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.

Current wording

Our results of operations for the six and three months ended April 30, 2025 have been affected by the fiscal 2024 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, 2024 and the fiscal 2025 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.

Previous wording

Comparison of First Quarter of Fiscal 2025 to First Quarter of Fiscal 2024

Current wording

Comparison of First Six Months of Fiscal 2025 to First Six Months of Fiscal 2024

Previous wording

Our consolidated net sales in the first quarter of fiscal 2025 increased by 15% to a record $1,030.2 million, up from net sales of $896.4 million in the first quarter of fiscal 2024. The increase in consolidated net sales principally reflects an increase of $94.5 million (a 15% increase) to a record $713.2 million in net sales of the FSG and an increase of $44.4 million (a 16% increase) to $330.3 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 13% and net sales of $13.5 million contributed by fiscal 2024 and 2025 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, repair and overhaul parts and services, and specialty products product lines resulting in net sales increases of $60.9 million, $15.0 million and $5.1 million, respectively. The net sales increase in the ETG reflects strong organic growth of 11% and net sales of $9.9 million contributed by fiscal 2024 and 2025 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its defense, space and aerospace products resulting in net sales increases of $16.1 million, $13.5 million and $4.9 million, respectively, partially offset by a slight decrease in demand for its other electronics and medical products. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the first quarter of fiscal 2025.

Current wording

Our consolidated net sales in the first six months of fiscal 2025 increased by 15% to a record $2,128.0 million, up from net sales of $1,851.8 million in the first six months of fiscal 2024. The increase in consolidated net sales principally reflects an increase of $214.3 million (a 17% increase) to a record $1,480.2 million in net sales of the FSG and an increase of $67.2 million (an 11% increase) to a record $672.5 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 14% and net sales of $42.9 million contributed by fiscal 2025 and 2024 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, repair and overhaul parts and services, and specialty products product lines resulting in net sales increases of $127.1 million, $30.7 million, and $13.5 million, respectively. The net sales increase in the ETG reflects strong organic growth of 7% and net sales of $19.3 million contributed by fiscal 2024 and 2025 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its space, defense, and aerospace products resulting in net sales increases of $20.6 million, $15.0 million, and $9.5 million, respectively, partially offset by a decrease in demand for its medical products resulting in a net sales decrease of $3.1 million. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the first six months of fiscal 2025.

Previous wording

Our consolidated selling, general and administrative ("SG&A") expenses were $178.9 million in the first quarter of fiscal 2025, as compared to $166.6 million in the first quarter of fiscal 2024. The increase in consolidated SG&A expenses principally reflects costs incurred to support the previously mentioned net sales growth resulting in increases of $4.3 million and $3.9 million in selling expenses and general and administrative expenses, respectively, as well as $4.0 million attributable to our fiscal 2024 and 2025 acquisitions.

Current wording

Our consolidated selling, general and administrative ("SG&A") expenses were $368.5 million in the first six months of fiscal 2025, as compared to $329.2 million in the first six months of fiscal 2024. The increase in consolidated SG&A expenses reflects $12.6 million attributable to our fiscal 2024 and 2025 acquisitions, $12.1 million attributable to changes in the estimated fair value of accrued contingent consideration, $8.9 million of higher performance-based compensation expense and $8.5 million of higher other selling expenses, partially offset by a $2.8 million decrease in other general administrative expenses.

Previous wording

Our consolidated SG&A expenses as a percentage of net sales improved to 17.4% in the first quarter of fiscal 2025, down from 18.6% in the first quarter of fiscal 2024. The decrease in consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth.

Current wording

Our consolidated SG&A expenses as a percentage of net sales improved to 17.3% in the first six months of fiscal 2025, down from 17.8% in the first six months of fiscal 2024. The decrease in consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth, partially offset by a .6%

Previous wording

Our consolidated operating income as a percentage of net sales improved to 22.0% in the first quarter of fiscal 2025, up from 20.1% in the first quarter of fiscal 2024. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the ETG's operating income as a percentage of net sales to 23.1% in the first quarter of fiscal 2025, up from 19.3% in the first quarter of fiscal 2024 and an increase in the FSG’s operating income as a percentage of net sales to 23.3% in the first quarter of fiscal 2025, up from 22.0% in the first quarter of fiscal 2024. The increase in the ETG's operating income as a percentage of net sales principally reflects a 2.8% impact from lower SG&A expenses as a percentage of net sales, mainly due to the previously mentioned efficiencies realized from the net sales growth, as well as the previously mentioned improved gross profit margin. The increase in the FSG's operating income as a percentage of net sales principally reflects the previously mentioned improved gross profit margin and a .7% impact from a decrease in SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned efficiencies.

Current wording

Our consolidated operating income as a percentage of net sales improved to 22.3% in the first six months of fiscal 2025, up from 21.0% in the first six months of fiscal 2024. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the ETG's operating income as a percentage of net sales to 23.0% in the first six months of fiscal 2025, up from 21.6% in the first six months of fiscal 2024 and an increase in the FSG’s operating income as a percentage of net sales to 23.7% in the first six months of fiscal 2025, up from 22.5% in the first six months of fiscal 2024. The increase in the ETG's operating income as a percentage of net sales principally reflects a 1.6% impact from lower SG&A expenses as a percentage of net sales, mainly due to the previously mentioned efficiencies realized from the net sales growth. The increase in the FSG's operating income as a percentage of net sales principally reflects the previously mentioned improved gross profit margin.

Previous wording

Our effective tax rate decreased to 7.0% in the first quarter of fiscal 2025, down from 11.8% in the first quarter of fiscal 2024. The decrease in our effective tax rate principally reflects a larger tax benefit from stock option exercises recognized in the first quarter of fiscal 2025. We recognized a discrete tax benefit from stock option exercises in both the first quarter of fiscal 2025 and 2024 of $27.2 million and $13.6 million, respectively.

Current wording

Our effective tax rate decreased to 14.4% in the first six months of fiscal 2025, down from 16.9% in the first six months of fiscal 2024. The decrease in our effective tax rate principally reflects a larger tax benefit from stock option exercises recognized in the first quarter

Previous wording

Net income attributable to HEICO increased by 46% to a record $168.0 million, or $1.20 per diluted share, in the first quarter of fiscal 2025, up from $114.7 million, or $.82 per diluted share, in the first quarter of fiscal 2024 principally reflecting the previously mentioned higher consolidated operating income and lower effective tax rate.

Current wording

Net income attributable to HEICO increased by 37% to a record $324.7 million, or $2.31 per diluted share, in the first six months of fiscal 2025, up from $237.8 million, or $1.70 per diluted share, in the first six months of fiscal 2024 principally reflecting the previously mentioned higher consolidated operating income.

Previous wording

Our consolidated gross profit margin improved to 39.4% in the first quarter of fiscal 2025, up from 38.7% in the first quarter of fiscal 2024 principally reflecting increases of 1.0% and .6% in the ETG's and FSG’s gross profit margin, respectively. The increase in the ETG's gross profit margin principally reflects the previously mentioned higher net sales of space, defense and aerospace products, partially offset by the previously mentioned slight decrease in net sales of other electronics and medical products. The increase in the FSG's gross profit margin principally reflects the previously mentioned higher net sales within our aftermarket replacement parts product line. Total new product research and development expenses included within our consolidated cost of sales were $27.6 million in the first quarter of fiscal 2025, up from $25.1 million in the first quarter of fiscal 2024.

Current wording

Our consolidated gross profit margin improved to 39.9% in the second quarter of fiscal 2025, up from 38.9% in the second quarter of fiscal 2024 principally reflecting a 2.1% increase in the FSG’s gross profit margin, partially offset by a 1.4% decrease in the ETG's gross profit margin. The increase in the FSG's gross profit margin principally reflects the previously mentioned higher net sales within our repair and overhaul parts and services product line and higher net sales and a more favorable mix of defense products within our specialty products product line. The decrease in the ETG's gross profit margin principally reflects the previously mentioned decrease in net sales of defense and medical products, partially offset by the higher net sales of space products. Total new product research and development expenses included within our consolidated cost of sales were $28.7 million in the second quarter of fiscal 2025, up from $27.9 million in the second quarter of fiscal 2024.

Previous wording

Our consolidated operating income increased by 26% to a record $226.8 million in the first quarter of fiscal 2025, up from $180.2 million in the first quarter of fiscal 2024. The increase in consolidated operating income principally reflects a $30.0 million increase (a 22% increase) to a record $166.1 million in operating income of the FSG and a $21.1 million increase (a 38% increase) to $76.5 million in operating income of the ETG. The increase in operating income of the FSG and ETG principally reflects the previously mentioned net sales growth, SG&A efficiencies realized from the net sales growth, and the improved gross profit margin at each operating segment.

Current wording

Our consolidated operating income increased by 19% to a record $248.2 million in the second quarter of fiscal 2025, up from $209.2 million in the second quarter of fiscal 2024. The increase in consolidated operating income principally reflects a $36.1 million increase (a 24% increase) to a record $185.0 million in operating income of the FSG and a $2.6 million increase (a 3% increase) to $77.9 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 $9.9 million impact from changes in the estimated fair value of accrued contingent consideration. The increase in operating income of the ETG principally reflects the previously mentioned net sales growth and SG&A expense efficiencies realized from the net sales growth, partially offset by the previously mentioned lower gross profit margin.

Previous wording

Interest expense decreased to $32.5 million in the first quarter of fiscal 2025, down from $38.6 million in the first quarter of fiscal 2024. The decrease in interest expense was principally due to a decrease in the amount of outstanding debt.

Current wording

Interest expense decreased to $32.9 million in the second quarter of fiscal 2025, down from $38.5 million in the second quarter of fiscal 2024. The decrease in interest expense was principally due to a decrease in the amount of outstanding debt and a lower weighted-average interest rate on borrowings outstanding under our revolving credit facility.

Previous wording

Other income in the first quarter of fiscal 2025 and 2024 was not material.

Current wording

Other income in the second quarter of fiscal 2025 and 2024 was not material.

Previous wording

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 $13.6 million in the first quarter of fiscal 2025, as compared to $10.8 million in the first quarter of fiscal 2024. 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.

Current wording

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 $13.7 million in the second quarter of fiscal 2025, as compared to $11.8 million in the second quarter of fiscal 2024. 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.

Previous wording

As we look ahead to the remainder of fiscal 2025, we remain confident in achieving net sales growth across both the FSG and ETG segments, driven primarily by strong organic demand for most of our products. Specifically, we are optimistic about sustained momentum in our defense products, as reflected in this past quarter's results. Additionally, we aim to accelerate growth through our recently completed acquisitions while positioning ourselves to capitalize on future acquisition opportunities. Our disciplined financial strategy continues to focus on maximizing long-term shareholder value through a balanced approach of strategic acquisitions and organic growth initiatives aimed at gaining market share, while maintaining a strong financial position and preserving flexibility.

Current wording

As we look ahead to the remainder of fiscal 2025, we remain confident in achieving net sales growth across both the FSG and ETG segments, driven primarily by strong organic demand for most of our products. Additionally, we aim to accelerate growth through our recently completed acquisitions while positioning ourselves to capitalize on future acquisition opportunities. Our disciplined financial strategy continues to focus on maximizing long-term shareholder value through a balanced approach of strategic acquisitions and organic growth initiatives aimed at gaining market share, while maintaining a strong financial position and preserving flexibility.

Previous wording

Our principal uses of cash include acquisitions, capital expenditures, interest payments, cash dividends, distributions to noncontrolling interests and working capital needs. We continue to anticipate fiscal 2025 capital expenditures to be approximately $65 to $70 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior unsecured notes contain both financial and non-financial covenants. As of January 31, 2025, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 61.8%.

Current wording

Our principal uses of cash include acquisitions, capital expenditures, interest payments, cash dividends, distributions to noncontrolling interests and working capital needs. We anticipate fiscal 2025 capital expenditures to be approximately $65 to $70 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior unsecured notes contain both financial and non-financial covenants. As of April 30, 2025, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 56.5%.

Previous wording

Net cash provided by operating activities was $203.0 million in the first quarter of fiscal 2025 and consisted primarily of net income from consolidated operations of $181.6 million, depreciation and amortization expense of $46.2 million (a non-cash item), net changes of $17.7 million included in the "Other" caption (principally the receipt of advance deposits on certain long-term customer contracts), and net changes in other long-term liabilities and assets related to the HEICO Corporation Leadership Compensation Plan (the "LCP") of $13.0 million (principally participant deferrals and employer contributions), partially offset by a $59.7 million increase in net working capital. The increase in net working capital is inclusive of a $63.9 million decrease in accrued expenses and other current liabilities mainly reflecting the payment of fiscal 2024 accrued performance-based compensation, and a $36.2 million increase in inventories to support an increase in consolidated backlog, partially offset by a $20.1 million decrease in accounts receivable resulting from the timing of collections, a $16.9 million increase in income taxes payable and a $10.4 million increase in trade accounts payable.

Current wording

Net cash provided by operating activities was $407.7 million in the first six months of fiscal 2025 and consisted primarily of net income from consolidated operations of $352.1 million, depreciation and amortization expense of $95.1 million (a non-cash item), net changes of $31.9 million included in the "Other" caption (principally the receipt of advance deposits on certain long-term customer contracts), and net changes in other long-term liabilities and assets related to the HEICO Corporation Leadership Compensation Plan (the "LCP") of $16.6 million (principally participant deferrals and employer contributions), partially offset by a $93.8 million increase in net working capital. The increase in net working capital is inclusive of a $46.1 million increase in inventories to support an increase in consolidated backlog, a $40.4 million increase in accounts receivable resulting from the timing of collections, and a $39.3 million decrease in accrued expenses and other current liabilities mainly reflecting the payment of fiscal 2024 accrued performance-based compensation, partially offset by accrued fiscal 2025 performance-based compensation, as well as $29.2 million increase in trade accounts payable.

Previous wording

Net cash provided by operating activities increased by $91.4 million (an 82% increase) in the first quarter of fiscal 2025, up from $111.7 million in the first quarter of fiscal 2024. The increase is principally attributable to a $56.1 million increase in net income from consolidated operations, a $19.6 million increase in the "Other" caption (principally the receipt of advance deposits on certain long-term customer contracts), a $12.2 million decrease in net working capital and a $4.0 million decrease in the payment of contingent consideration.

Current wording

consolidated operations, a $54.5 million decrease in net working capital and a $12.1 million increase in accrued contingent consideration.

Previous wording

Net cash used in investing activities totaled $288.0 million in the first quarter of fiscal 2025 and related primarily to acquisitions of $254.8 million, capital expenditures of $17.3 million and LCP funding of $14.6 million. Further details regarding our fiscal 2025 acquisitions may be found in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements.

Current wording

Net cash used in investing activities totaled $339.8 million in the first six months of fiscal 2025 and related primarily to acquisitions of $286.2 million, capital expenditures of $33.3 million, and LCP funding of $17.7 million. Further details regarding our fiscal 2025 acquisitions may be found in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements.

Previous wording

Net cash provided by financing activities in the first quarter of fiscal 2025 totaled $90.7 million. During the first quarter of fiscal 2025, we borrowed $145.0 million under our revolving credit facility, which was partially offset by $20.0 million in payments made on our revolving credit facility, $15.3 million of cash dividends paid on our common stock, $10.2 million of distributions to noncontrolling interests, $6.0 million of contingent consideration payments and $3.3 million of payments to acquire certain noncontrolling interests.

Current wording

Net cash provided by financing activities in the first six months of fiscal 2025 totaled $9.3 million. During the first six months of fiscal 2025, we borrowed $145.0 million under our revolving credit facility, which was partially offset by $95.0 million in payments made on our revolving credit facility, $17.6 million of distributions to noncontrolling interests, $15.3 million of cash dividends paid on our common stock, and $6.0 million of contingent consideration payments.

Previous wording

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, the 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.

Current wording

together with the Base Indenture, the “Indenture”), between us, the 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.

Previous wording

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 Group 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.

Current wording

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 Group 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

Previous wording

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. Factors that could cause such differences include:

Current wording

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,