4.30.13 Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
| | |
x | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the quarterly period ended April 30, 2013 |
| | |
| | OR |
| | |
¨ | | TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the transition period from ______ to _______ |
Commission File Number: 1-4604
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)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of each of the registrant’s classes of common stock as of May 23, 2013 is as follows:
|
| | | |
Common Stock, $.01 par value | 21,421,447 |
| shares |
Class A Common Stock, $.01 par value | 31,651,929 |
| shares |
HEICO CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
|
| | | | | |
| | | | | Page |
Part I. | | Financial Information | | |
| | | | | |
| | Item 1. | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | Item 2. | | | |
| | | | | |
| | Item 3. | | | |
| | | | | |
| | Item 4. | | | |
| | | | | |
Part II. | | Other Information | | |
| | | | | |
| | Item 6. | | | |
| | | | | |
| | | |
PART I. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(in thousands, except per share data) |
| | | | | | | | |
| | April 30, 2013 | | October 31, 2012 |
ASSETS |
Current assets: | | | | |
Cash and cash equivalents | |
| $16,878 |
| |
| $21,451 |
|
Accounts receivable, net | | 126,856 |
| | 122,214 |
|
Inventories, net | | 199,501 |
| | 189,704 |
|
Prepaid expenses and other current assets | | 9,365 |
| | 6,997 |
|
Deferred income taxes | | 27,513 |
| | 27,545 |
|
Total current assets | | 380,113 |
| | 367,911 |
|
| | | | |
Property, plant and equipment, net | | 82,509 |
| | 80,518 |
|
Goodwill | | 542,236 |
| | 542,114 |
|
Intangible assets, net | | 145,658 |
| | 154,324 |
|
Deferred income taxes | | 2,500 |
| | 2,492 |
|
Other assets | | 56,199 |
| | 45,487 |
|
Total assets | |
| $1,209,215 |
| |
| $1,192,846 |
|
| | | | |
LIABILITIES AND EQUITY |
Current liabilities: | | | | |
Current maturities of long-term debt | |
| $614 |
| |
| $626 |
|
Trade accounts payable | | 41,944 |
| | 50,083 |
|
Accrued expenses and other current liabilities | | 68,788 |
| | 76,241 |
|
Income taxes payable | | 7,078 |
| | 4,564 |
|
Total current liabilities | | 118,424 |
| | 131,514 |
|
| | | | |
Long-term debt, net of current maturities | | 227,932 |
| | 131,194 |
|
Deferred income taxes | | 89,658 |
| | 90,436 |
|
Other long-term liabilities | | 63,301 |
| | 52,777 |
|
Total liabilities | | 499,315 |
| | 405,921 |
|
| | | | |
Commitments and contingencies (Note 13) | |
|
| |
|
|
| | | | |
Redeemable noncontrolling interests (Note 10) | | 51,218 |
| | 67,166 |
|
| | | | |
Shareholders’ equity: | | | | |
Preferred Stock, $.01 par value per share; 10,000 shares authorized; 300 shares designated as Series B Junior Participating Preferred Stock and 300 shares designated as Series C Junior Participating Preferred Stock; none issued | | — |
| | — |
|
Common Stock, $.01 par value per share; 75,000 shares authorized; 21,411 and 21,346 shares issued and outstanding | | 214 |
| | 213 |
|
Class A Common Stock, $.01 par value per share; 75,000 shares authorized; 31,640 and 31,517 shares issued and outstanding | | 316 |
| | 315 |
|
Capital in excess of par value | | 251,043 |
| | 244,632 |
|
Deferred compensation obligation | | 928 |
| | 823 |
|
HEICO stock held by irrevocable trust | | (928 | ) | | (823 | ) |
Accumulated other comprehensive loss | | (3,327 | ) | | (3,572 | ) |
Retained earnings | | 301,088 |
| | 375,085 |
|
Total HEICO shareholders’ equity | | 549,334 |
| | 616,673 |
|
Noncontrolling interests | | 109,348 |
| | 103,086 |
|
Total shareholders’ equity | | 658,682 |
| | 719,759 |
|
Total liabilities and equity | |
| $1,209,215 |
| |
| $1,192,846 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Six months ended April 30, | | Three months ended April 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | |
Net sales |
| $454,198 |
| |
| $428,969 |
| |
| $237,708 |
| |
| $216,314 |
|
| | | | | | | |
Operating costs and expenses: | | | | | | | |
Cost of sales | 287,161 |
| | 275,523 |
| | 148,260 |
| | 141,116 |
|
Selling, general and administrative expenses | 87,410 |
| | 78,213 |
| | 44,760 |
| | 37,597 |
|
| | | | | | | |
Total operating costs and expenses | 374,571 |
| | 353,736 |
| | 193,020 |
| | 178,713 |
|
| | | | | | | |
Operating income | 79,627 |
| | 75,233 |
| | 44,688 |
| | 37,601 |
|
| | | | | | | |
Interest expense | (1,443 | ) | | (1,264 | ) | | (803 | ) | | (654 | ) |
Other income | 446 |
| | 321 |
| | 161 |
| | 177 |
|
| | | | | | | |
Income before income taxes and noncontrolling interests | 78,630 |
| | 74,290 |
| | 44,046 |
| | 37,124 |
|
| | | | | | | |
Income tax expense | 24,600 |
| | 25,600 |
| | 15,000 |
| | 12,900 |
|
| | | | | | | |
Net income from consolidated operations | 54,030 |
| | 48,690 |
| | 29,046 |
| | 24,224 |
|
| | | | | | | |
Less: Net income attributable to noncontrolling interests | 10,372 |
| | 10,462 |
| | 5,346 |
| | 5,181 |
|
| | | | | | | |
Net income attributable to HEICO |
| $43,658 |
| |
| $38,228 |
| |
| $23,700 |
| |
| $19,043 |
|
| | | | | | | |
Net income per share attributable to HEICO shareholders: | | | | | | | |
Basic |
| $.82 |
| |
| $.73 |
| |
| $.45 |
| |
| $.36 |
|
Diluted |
| $.82 |
| |
| $.72 |
| |
| $.44 |
| |
| $.36 |
|
| | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | |
Basic | 52,993 |
| | 52,630 |
| | 53,035 |
| | 52,648 |
|
Diluted | 53,468 |
| | 53,290 |
| | 53,498 |
| | 53,296 |
|
| | | | | | | |
Cash dividends per share |
| $2.200 |
| |
| $.048 |
| |
| $— |
| |
| $— |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME – UNAUDITED
(in thousands)
|
| | | | | | | | | | | | | | | |
| Six months ended April 30, | | Three months ended April 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | |
Net income from consolidated operations |
| $54,030 |
| |
| $48,690 |
| |
| $29,046 |
| |
| $24,224 |
|
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustments | 244 |
| | (4,236 | ) | | (2,990 | ) | | 1,192 |
|
Total other comprehensive income (loss) | 244 |
| | (4,236 | ) | | (2,990 | ) | | 1,192 |
|
Comprehensive income from consolidated operations | 54,274 |
| | 44,454 |
| | 26,056 |
| | 25,416 |
|
Less: Comprehensive income attributable to noncontrolling interests | 10,372 |
| | 10,462 |
| | 5,346 |
| | 5,181 |
|
Comprehensive income attributable to HEICO |
| $43,902 |
| |
| $33,992 |
| |
| $20,710 |
| |
| $20,235 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED
(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 Income (Loss) | | Retained Earnings | | Noncontrolling Interests | | Total Shareholders' Equity |
Balances as of October 31, 2012 |
| $67,166 |
| |
| $213 |
| |
| $315 |
| |
| $244,632 |
| |
| $823 |
| |
| ($823 | ) | |
| ($3,572 | ) | |
| $375,085 |
| |
| $103,086 |
| |
| $719,759 |
|
Comprehensive income | 4,109 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 244 |
| | 43,658 |
| | 6,263 |
| | 50,165 |
|
Cash dividends ($2.200 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (116,645 | ) | | — |
| | (116,645 | ) |
Issuance of common stock to HEICO Savings and Investment Plan | — |
| | — |
| | — |
| | 1,159 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,159 |
|
Tax benefit from stock option exercises | — |
| | — |
| | — |
| | 5,177 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 5,177 |
|
Stock option compensation expense | — |
| | — |
| | — |
| | 2,154 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,154 |
|
Proceeds from stock option exercises | — |
| | 1 |
| | 1 |
| | 284 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 286 |
|
Redemptions of common stock related to stock option exercises | — |
| | — |
| | — |
| | (2,364 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (2,364 | ) |
Acquisitions of noncontrolling interests | (16,610 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Distributions to noncontrolling interests | (4,457 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Adjustments to redemption amount of redeemable noncontrolling interests | 1,010 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,010 | ) | | — |
| | (1,010 | ) |
Deferred compensation obligation | — |
| | — |
| | — |
| | — |
| | 105 |
| | (105 | ) | | — |
| | — |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | 1 |
| | — |
| | — |
| | 1 |
| | — |
| | (1 | ) | | 1 |
|
Balances as of April 30, 2013 |
| $51,218 |
| |
| $214 |
| |
| $316 |
| |
| $251,043 |
| |
| $928 |
| |
| ($928 | ) | |
| ($3,327 | ) | |
| $301,088 |
| |
| $109,348 |
| |
| $658,682 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | HEICO Shareholders' Equity | | | | |
| Redeemable Noncontrolling Interests | | Common Stock | | Class A Common Stock | | Capital in Excess of Par Value | | Deferred Compensation Obligation | | HEICO Stock Held by Irrevocable Trust | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Noncontrolling Interests | | Total Shareholders' Equity |
Balances as of October 31, 2011 |
| $65,430 |
| |
| $171 |
| |
| $250 |
| |
| $226,120 |
| |
| $522 |
| |
| ($522 | ) | |
| $3,033 |
| |
| $299,497 |
| |
| $91,083 |
| |
| $620,154 |
|
Comprehensive income | 4,586 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (4,236 | ) | | 38,228 |
| | 5,876 |
| | 39,868 |
|
Cash dividends ($.048 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,526 | ) | | — |
| | (2,526 | ) |
Five-for-four common stock split | — |
| | 42 |
| | 63 |
| | (105 | ) | | — |
| | — |
| | — |
| | (16 | ) | | — |
| | (16 | ) |
Tax benefit from stock option exercises | — |
| | — |
| | — |
| | 13,148 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13,148 |
|
Stock option compensation expense | — |
| | — |
| | — |
| | 1,883 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,883 |
|
Proceeds from stock option exercises | — |
| | — |
| | — |
| | 275 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 275 |
|
Acquisitions of noncontrolling interests | (7,616 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Distributions to noncontrolling interests | (5,050 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Redemptions of common stock related to stock option exercises | — |
| | — |
| | — |
| | (127 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (127 | ) |
Adjustments to redemption amount of redeemable noncontrolling interests | 522 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (522 | ) | | — |
| | (522 | ) |
Other | 1,224 |
| | — |
| | — |
| | (1 | ) | | — |
| | — |
| | (148 | ) | | (79 | ) | | — |
| | (228 | ) |
Balances as of April 30, 2012 |
| $59,096 |
| |
| $213 |
| |
| $313 |
| |
| $241,193 |
| |
| $522 |
| |
| ($522 | ) | |
| ($1,351 | ) | |
| $334,582 |
| |
| $96,959 |
| |
| $671,909 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(in thousands)
|
| | | | | | | | |
| | Six months ended April 30, |
| | 2013 | | 2012 |
Operating Activities: | | | | |
Net income from consolidated operations | |
| $54,030 |
| |
| $48,690 |
|
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities: | | | | |
Depreciation and amortization | | 16,405 |
| | 14,438 |
|
Tax benefit from stock option exercises | | 5,177 |
| | 13,148 |
|
Excess tax benefit from stock option exercises | | (5,112 | ) | | (12,095 | ) |
Stock option compensation expense | | 2,154 |
| | 1,883 |
|
Decrease in value of contingent consideration | | (1,203 | ) | | — |
|
Issuance of common stock to HEICO Savings and Investment Plan | | 1,159 |
| | — |
|
Deferred income tax benefit | | (856 | ) | | (1,057 | ) |
Changes in operating assets and liabilities, net of acquisitions: | | | | |
(Increase) decrease in accounts receivable | | (4,673 | ) | | 777 |
|
Increase in inventories | | (9,696 | ) | | (6,981 | ) |
Increase in prepaid expenses and other current assets | | (2,618 | ) | | (2,725 | ) |
Decrease in trade accounts payable | | (8,154 | ) | | (2,005 | ) |
Decrease in accrued expenses and other current liabilities | | (4,700 | ) | | (13,695 | ) |
Increase in income taxes payable | | 2,189 |
| | 4,929 |
|
Other | | 430 |
| | 39 |
|
Net cash provided by operating activities | | 44,532 |
| | 45,346 |
|
| | | | |
Investing Activities: | | | | |
Acquisitions, net of cash acquired | | (1,242 | ) | | (161,357 | ) |
Capital expenditures | | (9,265 | ) | | (8,148 | ) |
Other | | (6 | ) | | (136 | ) |
Net cash used in investing activities | | (10,513 | ) | | (169,641 | ) |
| | | | |
Financing Activities: | | | | |
Borrowings on revolving credit facility | | 145,000 |
| | 163,000 |
|
Payments on revolving credit facility | | (48,000 | ) | | (28,000 | ) |
Cash dividends paid | | (116,645 | ) | | (2,526 | ) |
Acquisitions of noncontrolling interests | | (16,610 | ) | | (7,616 | ) |
Excess tax benefit from stock option exercises | | 5,112 |
| | 12,095 |
|
Distributions to noncontrolling interests | | (4,457 | ) | | (5,050 | ) |
Redemptions of common stock related to stock option exercises | | (2,364 | ) | | (127 | ) |
Revolving credit facility issuance costs | | (570 | ) | | (3,028 | ) |
Proceeds from stock option exercises | | 286 |
| | 275 |
|
Other | | (325 | ) | | 297 |
|
Net cash (used in) provided by financing activities | | (38,573 | ) | | 129,320 |
|
| | | | |
Effect of exchange rate changes on cash | | (19 | ) | | (263 | ) |
| | | | |
Net (decrease) increase in cash and cash equivalents | | (4,573 | ) | | 4,762 |
|
Cash and cash equivalents at beginning of year | | 21,451 |
| | 17,500 |
|
Cash and cash equivalents at end of period | |
| $16,878 |
| |
| $22,262 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
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, 2012. The October 31, 2012 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 six months ended April 30, 2013 are not necessarily indicative of the results which may be expected for the entire fiscal year.
New Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-05, “Presentation of Comprehensive Income,” which requires the presentation of total comprehensive income, the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate, but consecutive statements. ASU 2011-05 eliminates the option to present other comprehensive income and its components in the statement of shareholders’ equity. The Company adopted ASU 2011-05 in the first quarter of fiscal 2013 and elected to make the presentation in two separate, but consecutive statements, which had no impact on the Company's consolidated results of operations, financial position or cash flows.
In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment,” which is intended to reduce the complexity and cost of performing a quantitative test for impairment of goodwill by permitting an entity the option to perform a qualitative evaluation about the likelihood of goodwill impairment in order to determine whether it should calculate the fair value of a reporting unit. The update also improves previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, or in
fiscal 2013 for HEICO's annual impairment test. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.
In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires disclosure about changes in and amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 is effective prospectively for fiscal years and interim periods within those fiscal years beginning after December 15, 2012, or in fiscal 2014 for HEICO. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.
In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” which clarifies the applicable guidance for the release of any cumulative translation adjustments into net earnings. ASU 2013-05 specifies that the entire amount of cumulative translation adjustments should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the investment in the foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013, or in fiscal 2015 for HEICO. Early adoption is permitted. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.
2. ACQUISITIONS
Additional Purchase Consideration
Pursuant to the terms of the purchase agreements related to certain fiscal 2012 acquisitions, the Company was obligated to pay additional purchase consideration representing the difference between the actual net assets of the acquired entity as of the acquisition date and the amount estimated in the purchase agreement. During the first quarter of fiscal 2013, the Company paid $1.2 million of such additional purchase consideration, which was accrued as of October 31, 2012.
3. SELECTED FINANCIAL STATEMENT INFORMATION
Accounts Receivable
|
| | | | | | | | |
(in thousands) | | April 30, 2013 | | October 31, 2012 |
Accounts receivable | |
| $129,457 |
| |
| $124,548 |
|
Less: Allowance for doubtful accounts | | (2,601 | ) | | (2,334 | ) |
Accounts receivable, net | |
| $126,856 |
| |
| $122,214 |
|
Costs and Estimated Earnings on Uncompleted Percentage-of-Completion Contracts
|
| | | | | | | | |
(in thousands) | | April 30, 2013 | | October 31, 2012 |
Costs incurred on uncompleted contracts | |
| $7,995 |
| |
| $6,673 |
|
Estimated earnings | | 7,413 |
| | 6,235 |
|
| | 15,408 |
| | 12,908 |
|
Less: Billings to date | | (10,222 | ) | | (7,426 | ) |
| |
| $5,186 |
| |
| $5,482 |
|
Included in the accompanying Condensed Consolidated Balance Sheets under the following captions: | |
|
| |
|
|
Accounts receivable, net (costs and estimated earnings in excess of billings) | |
| $5,313 |
| |
| $5,482 |
|
Accrued expenses and other current liabilities (billings in excess of costs and estimated earnings) | | (127 | ) | | — |
|
| |
| $5,186 |
| |
| $5,482 |
|
The percentage of the Company’s net sales recognized under the percentage-of-completion method was not material for the six and three months ended April 30, 2013 and 2012. Changes in estimates pertaining to percentage-of-completion contracts did not have a material effect on net income from consolidated operations for the six and three months ended April 30, 2013 and 2012.
Inventories
|
| | | | | | | | |
(in thousands) | | April 30, 2013 | | October 31, 2012 |
Finished products | |
| $101,742 |
| |
| $93,873 |
|
Work in process | | 20,344 |
| | 18,887 |
|
Materials, parts, assemblies and supplies | | 70,015 |
| | 69,042 |
|
Contracts in process | | 8,472 |
| | 8,299 |
|
Less: Billings to date | | (1,072 | ) | | (397 | ) |
Inventories, net of valuation reserves | |
| $199,501 |
| |
| $189,704 |
|
Contracts in process represents accumulated capitalized costs associated with fixed price contracts for which revenue is recognized on the completed-contract method. Related progress
billings and customer advances (“billings to date”) are classified as a reduction to contracts in process, if any, and any excess is included in accrued expenses and other liabilities.
Property, Plant and Equipment
|
| | | | | | | | |
(in thousands) | | April 30, 2013 | | October 31, 2012 |
Land | |
| $4,506 |
| |
| $4,505 |
|
Buildings and improvements | | 55,271 |
| | 54,322 |
|
Machinery, equipment and tooling | | 116,745 |
| | 109,041 |
|
Construction in progress | | 5,554 |
| | 5,599 |
|
| | 182,076 |
| | 173,467 |
|
Less: Accumulated depreciation and amortization | | (99,567 | ) | | (92,949 | ) |
Property, plant and equipment, net | |
| $82,509 |
| |
| $80,518 |
|
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 $12.7 million and $10.8 million as of April 30, 2013 and October 31, 2012, respectively. The total customer rebates and credits deducted within net sales for the six months ended April 30, 2013 and 2012 was $3.5 million and $1.1 million, respectively. The total customer rebates and credits deducted within net sales for the three months ended April 30, 2013 and 2012 was $2.1 million and $.7 million, respectively. The increase in customer rebates and credits is principally due to the fact that the first six months and second quarter of fiscal 2012 reflected a reduction in the net sales volume of certain customers eligible for rebates as well as a reduction in associated rebate percentages.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company has two operating segments: the Flight Support Group (“FSG”) and the Electronic Technologies Group (“ETG”). Changes in the carrying amount of goodwill by operating segment for the six months ended April 30, 2013 are as follows (in thousands):
|
| | | | | | | | | | | | |
| | Segment | | Consolidated Totals |
| | FSG | | ETG | |
Balances as of October 31, 2012 | |
| $203,539 |
| |
| $338,575 |
| |
| $542,114 |
|
Adjustments to goodwill | | (108 | ) | | — |
| | (108 | ) |
Foreign currency translation adjustments | | — |
| | 230 |
| | 230 |
|
Balances as of April 30, 2013 | |
| $203,431 |
| |
| $338,805 |
| |
| $542,236 |
|
The adjustments to goodwill during fiscal 2013 represent immaterial measurement period adjustments to the purchase price allocations of certain fiscal 2012 acquisitions.
Identifiable intangible assets consist of the following (in thousands): |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of April 30, 2013 | | As of October 31, 2012 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Amortizing Assets: | | | | | | | | | | | | |
Customer relationships | |
| $101,391 |
| |
| ($29,756 | ) | |
| $71,635 |
| |
| $102,172 |
| |
| ($24,038 | ) | |
| $78,134 |
|
Intellectual property | | 43,185 |
| | (7,831 | ) | | 35,354 |
| | 43,093 |
| | (5,738 | ) | | 37,355 |
|
Licenses | | 2,900 |
| | (1,249 | ) | | 1,651 |
| | 2,900 |
| | (1,117 | ) | | 1,783 |
|
Non-compete agreements | | 1,234 |
| | (1,234 | ) | | — |
| | 1,339 |
| | (1,320 | ) | | 19 |
|
Patents | | 633 |
| | (332 | ) | | 301 |
| | 589 |
| | (309 | ) | | 280 |
|
Trade names | | 566 |
| | (392 | ) | | 174 |
| | 566 |
| | (336 | ) | | 230 |
|
| | 149,909 |
| | (40,794 | ) | | 109,115 |
| | 150,659 |
| | (32,858 | ) | | 117,801 |
|
Non-Amortizing Assets: | | | | | | | | | | | | |
Trade names | | 36,543 |
| | — |
| | 36,543 |
| | 36,523 |
| | — |
| | 36,523 |
|
| |
| $186,452 |
| |
| ($40,794 | ) | |
| $145,658 |
| |
| $187,182 |
| |
| ($32,858 | ) | |
| $154,324 |
|
Amortization expense related to intangible assets for the six months ended April 30, 2013 and 2012 was $8.9 million and $7.5 million, respectively. Amortization expense related to intangible assets for the three months ended April 30, 2013 and 2012 was $4.4 million and $4.0 million, respectively. Amortization expense related to intangible assets for the remainder of fiscal 2013 is estimated to be $8.8 million. Amortization expense for each of the next five fiscal years and thereafter is estimated to be $17.0 million in fiscal 2014, $15.5 million in fiscal 2015, $14.0 million in fiscal 2016, $13.4 million in fiscal 2017, $11.8 million in fiscal 2018 and $28.6 million thereafter.
5. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
|
| | | | | | | | |
| | April 30, 2013 | | October 31, 2012 |
Borrowings under revolving credit facility | |
| $224,000 |
| |
| $127,000 |
|
Capital leases and notes payable | | 4,546 |
| | 4,820 |
|
| | 228,546 |
| | 131,820 |
|
Less: Current maturities of long-term debt | | (614 | ) | | (626 | ) |
| |
| $227,932 |
| |
| $131,194 |
|
As of April 30, 2013 and October 31, 2012, the weighted average interest rate on borrowings under the Company’s revolving credit facility was 1.3% and 1.2%, respectively. The revolving credit facility contains both financial and non-financial covenants. As of April 30, 2013, the Company was in compliance with all such covenants.
In December 2012, the Company entered into an amendment to extend the maturity date of its revolving credit facility by one year to December 2017. The Company also amended certain covenants contained within the revolving credit facility agreement to accommodate payment of a special and extraordinary cash dividend paid in December 2012. See Note 8, Shareholders' Equity, for additional information. Costs aggregating $.6 million were incurred in connection with the amendments and are included in other assets within the Company's Condensed Consolidated Balance Sheets, and are being amortized to selling, general and administrative expenses within the Company's Condensed Consolidated Statements of Operations over the remaining term of the revolving credit facility.
6. INCOME TAXES
As of April 30, 2013, the Company’s liability for gross unrecognized tax benefits related to uncertain tax positions was $2.0 million of which $1.3 million would decrease the Company’s income tax expense and effective income tax rate if the tax benefits were recognized. A reconciliation of the activity related to the liability for gross unrecognized tax benefits for the six months ended April 30, 2013 is as follows (in thousands):
|
| | | | |
Balance as of October 31, 2012 | |
| $2,527 |
|
Settlements | | (570 | ) |
Decreases related to prior year tax positions | | (151 | ) |
Increases related to current year tax positions | | 149 |
|
Balance as of April 30, 2013 | |
| $1,955 |
|
The settlements and decreases related to prior year tax positions pertain to a state income tax position regarding nexus that was originally recognized in fiscal 2012 and resolved through the filing of state income tax returns in fiscal 2013. The accrual of interest and penalties related to unrecognized tax benefits was not material for the six months ended April 30, 2013. Further, the Company does not expect the total amount of unrecognized tax benefits to materially change in the next twelve months.
The Company's effective tax rate for the first six months of fiscal 2013 decreased to 31.3% from 34.5% for the first six months of fiscal 2012. The decrease is principally due to an income tax credit for qualified research and development activities for the last ten months of fiscal 2012 that was recognized in the first quarter of fiscal 2013 pursuant to the retroactive extension of Section 41 of the Internal Revenue Code, "Credit for Increasing Research Activities," in January 2013 to cover a two-year period from January 1, 2012 to December 31, 2013. As a result, the Company recognized an additional $1.6 million of research and development tax credits in the first quarter of fiscal 2013 compared to the first quarter of fiscal 2012. The decrease in the effective tax rate was also attributed to an income tax deduction under Section 404(k) of the Internal Revenue Code for the one-time special and extraordinary cash dividend paid in December 2012 to participants of the HEICO Savings and Investment Plan holding HEICO common stock. See Note 8, Shareholders' Equity, for additional information.
The Company's effective tax rate in the second quarter of fiscal 2013 decreased to 34.1% from 34.7% in the second quarter of fiscal 2012. The decrease is principally due to the aforementioned income tax deduction under Section 404(k) of the Internal Revenue Code for the one-time special and extraordinary cash dividend paid in December 2012 to participants of the HEICO Savings and Investment Plan holding HEICO common stock. Additionally, the effective tax rate for the second quarter of fiscal 2013 reflects a benefit resulting from the retroactive extension of the research and development tax credit.
7. FAIR VALUE MEASUREMENTS
The following tables set forth by level within the fair value hierarchy, the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):
|
| | | | | | | | | | | | | | | | |
| | As of April 30, 2013 |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Deferred compensation plans: | | | | | | | | |
Corporate owned life insurance | |
| $— |
| |
| $47,068 |
| |
| $— |
| |
| $47,068 |
|
Money market funds and cash | | 1,524 |
| | — |
| | — |
| | 1,524 |
|
Equity securities | | 1,294 |
| | — |
| | — |
| | 1,294 |
|
Mutual funds | | 1,285 |
| | — |
| | — |
| | 1,285 |
|
Other | | — |
| | 483 |
| | — |
| | 483 |
|
Total assets | |
| $4,103 |
| |
| $47,551 |
| |
| $— |
| |
| $51,654 |
|
| | | | | | | | |
Liabilities: | | | | | | | | |
Contingent consideration | |
| $— |
| |
| $— |
| |
| $9,694 |
| |
| $9,694 |
|
|
| | | | | | | | | | | | | | | | |
| | As of October 31, 2012 |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Deferred compensation plans: | | | | | | | | |
Corporate owned life insurance | |
| $— |
| |
| $37,086 |
| |
| $— |
| |
| $37,086 |
|
Money market funds and cash | | 1,122 |
| | — |
| | — |
| | 1,122 |
|
Equity securities | | 991 |
| | — |
| | — |
| | 991 |
|
Mutual funds | | 1,154 |
| | — |
| | — |
| | 1,154 |
|
Other | | — |
| | 442 |
| | 538 |
| | 980 |
|
Total assets | |
| $3,267 |
| |
| $37,528 |
| |
| $538 |
| |
| $41,333 |
|
| | | | | | | | |
Liabilities: | | | | | | | | |
Contingent consideration | |
| $— |
| |
| $— |
| |
| $10,897 |
| |
| $10,897 |
|
The Company maintains two non-qualified deferred compensation plans. The assets of the HEICO Corporation Leadership Compensation Plan (the “LCP”) 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. The assets of the Company’s other deferred compensation plan are invested in equity securities, mutual funds and money market funds that are classified within Level 1. The assets of both plans are held within irrevocable trusts and classified within other assets in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $51.7 million as of April 30, 2013 and $41.3 million as of October 31, 2012, of which the LCP related assets were $47.1 million and $37.1 million as of April 30, 2013 and October 31, 2012, respectively. The related liabilities of the two deferred compensation plans are included within other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $51.0 million as of April 30, 2013 and $40.8 million as of October 31, 2012, of which the LCP related liability was $46.4 million and $36.5 million as of April 30, 2013 and October 31, 2012, respectively.
As part of the agreement to acquire a subsidiary by the ETG in fiscal 2012, the Company may be obligated to pay contingent consideration of up to $14.6 million in aggregate should the acquired entity meet certain earnings objectives during each of the first five years following the the acquisition. The estimated fair value of the contingent consideration as of April 30, 2013 is $9.7 million and classified within Level 3, of which $.6 million is included in accrued expenses and other current liabilities and the remaining $9.1 million is included in other long-term liabilities in the Company's Condensed Consolidated Balance Sheet. The $.6 million included in current liabilities represents the amount of contingent consideration payable based on the actual earnings of the acquired entity during the first year following the acquisition and is expected to be paid in the third quarter of fiscal 2013. The $9.1 million estimated fair value of the contingent consideration included in long-term liabilities was determined using a probability-based scenario analysis approach. Under this method, a set of discrete potential future subsidiary earnings was
determined using internal estimates based on various revenue growth rate assumptions for each scenario that ranged from a compound annual growth rate of negative 4% to positive 20%. A probability of likelihood was assigned to each discrete potential future earnings estimate and a corresponding contingent consideration was calculated. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate of 2.75% reflecting the credit risk of a market participant. Significant changes to either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of contingent consideration accrued and such changes will be recorded in the Company's consolidated statements of operations. The $1.2 million decrease in the fair value of the contingent consideration since October 31, 2012 is principally attributed to lower year one actual earnings and year two forecasted earnings of the subsidiary due to reductions in United States defense spending and was recorded to selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations.
Changes in the Company’s assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the six months ended April 30, 2013 are as follows (in thousands): |
| | | | | | | | |
| | Assets | | Liabilities |
Balances as of October 31, 2012 | |
| $538 |
| |
| $10,897 |
|
Decrease in value of contingent consideration | | — |
| | (1,203 | ) |
Total realized gains | | 48 |
| | — |
|
Sales | | (586 | ) | | — |
|
Balances as of April 30, 2013 | |
| $— |
| |
| $9,694 |
|
The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended April 30, 2013.
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 April 30, 2013 due to the relatively short maturity of the respective instruments. The carrying amount of long-term debt approximates fair value due to its variable interest rates.
8. SHAREHOLDERS' EQUITY
During the six months ended April 30, 2013, the Company repurchased an aggregate 29,083 shares of Common Stock at a total cost of $1.3 million and an aggregate 31,972 shares of Class A Common Stock at a total cost of $1.1 million. The transactions occurred as settlement for employee taxes due pertaining to exercises of non-qualified stock options and did not impact the number of shares authorized for future purchase under the Company’s share repurchase program.
In December 2012, the Company paid a special and extraordinary $2.14 per share cash dividend on both classes of HEICO common stock as well as a regular semi-annual $.06 per
share cash dividend that was accelerated from January 2013. The dividends, which aggregated $116.6 million, were funded from borrowings under the Company's revolving credit facility.
9. RESEARCH AND DEVELOPMENT EXPENSES
Cost of sales for the six months ended April 30, 2013 and 2012 includes approximately $15.0 million and $14.9 million, respectively, of new product research and development expenses. Cost of sales for the three months ended April 30, 2013 and 2012 includes approximately $7.7 million and $8.4 million, respectively, of new product research and development expenses.
10. 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 2022. 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 at a formula that management intended to reasonably approximate fair value based solely on a multiple of future earnings over a measurement period. As of April 30, 2013, management’s estimate of the aggregate Redemption Amount of all Put Rights that the Company would be required to pay is approximately $51 million. The actual Redemption Amount will likely be different. The aggregate Redemption Amount of all Put Rights was determined using probability adjusted internal estimates of future earnings of the Company’s subsidiaries with Put Rights while considering the earliest exercise date, the measurement period and any applicable fair value adjustments. The portion of the estimated Redemption Amount as of April 30, 2013 redeemable at fair value is approximately $42 million and the portion redeemable based solely on a multiple of future earnings is approximately $9 million. Adjustments to Redemption Amounts based on fair value will have no affect on net income per share attributable to HEICO shareholders whereas the portion of periodic adjustments to the carrying amount of redeemable noncontrolling interests based solely on a multiple of future earnings that reflect a redemption amount in excess of fair value will affect net income per share attributable to HEICO shareholders.
In December 2012, the Company, through its HEICO Aerospace Holdings Corp. ("HEICO Aerospace") subsidiary, acquired the remaining 13.3% interest in one of its subsidiaries. The purchase price of the redeemable noncontrolling interest acquired was paid using proceeds from the Company's revolving credit facility.
11. 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): |
| | | | | | | | | | | | | | | | |
| | Six months ended April 30, | | Three months ended April 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
Numerator: | | | | | | | | |
Net income attributable to HEICO | |
| $43,658 |
| |
| $38,228 |
| |
| $23,700 |
| |
| $19,043 |
|
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted average common shares outstanding-basic | | 52,993 |
| | 52,630 |
| | 53,035 |
| | 52,648 |
|
Effect of dilutive stock options | | 475 |
| | 660 |
| | 463 |
| | 648 |
|
Weighted average common shares outstanding-diluted | | 53,468 |
| | 53,290 |
| | 53,498 |
| | 53,296 |
|
| | | | | | | | |
Net income per share attributable to HEICO shareholders: | | | | | | | | |
Basic | |
| $.82 |
| |
| $.73 |
| |
| $.45 |
| |
| $.36 |
|
Diluted | |
| $.82 |
| |
| $.72 |
| |
| $.44 |
| |
| $.36 |
|
| | | | | | | | |
Anti-dilutive stock options excluded | | 672 |
| | 641 |
| | 598 |
| | 645 |
|
No portion of the adjustments to the redemption amount of redeemable noncontrolling interests of $1.0 million and $.5 million for the six months ended April 30, 2013 and 2012, respectively, and $.2 million and ($.5) million for the three months ended April 30, 2013 and 2012, respectively, reflect a redemption amount in excess of fair value and therefore no portion of the adjustments affect basic or diluted net income per share attributable to HEICO shareholders.
12. OPERATING SEGMENTS
Information on the Company’s two operating segments, the Flight Support Group ("FSG"), consisting of HEICO Aerospace and HEICO Flight Support Corp. and their collective subsidiaries; and the Electronic Technologies Group ("ETG"), consisting of HEICO Electronic Technologies Corp. and its subsidiaries, for the six and three months ended April 30, 2013 and 2012, respectively, is as follows (in thousands): |
| | | | | | | | | | | | | | | | |
| | | | | | Other, Primarily Corporate and Intersegment | | Consolidated Totals |
| | Segment | | |
| | FSG | | ETG | | |
Six months ended April 30, 2013: | | | | | | | | |
Net sales | |
| $294,229 |
| |
| $162,778 |
| |
| ($2,809 | ) | |
| $454,198 |
|
Depreciation and amortization | | 5,703 |
| | 10,316 |
| | 386 |
| | 16,405 |
|
Operating income | | 54,541 |
| | 35,795 |
| | (10,709 | ) | | 79,627 |
|
Capital expenditures | | 5,298 |
| | 3,825 |
| | 142 |
| | 9,265 |
|
| | | | | | | | |
Six months ended April 30, 2012: | | | | | | | | |
Net sales | |
| $279,893 |
| |
| $150,743 |
| |
| ($1,667 | ) | |
| $428,969 |
|
Depreciation and amortization | | 5,141 |
| | 8,847 |
| | 450 |
| | 14,438 |
|
Operating income | | 52,141 |
| | 31,522 |
| | (8,430 | ) | | 75,233 |
|
Capital expenditures | | 3,218 |
| | 4,062 |
| | 868 |
| | 8,148 |
|
| | | | | | | | |
Three months ended April 30, 2013: | | | | | | | | |
Net sales | |
| $155,231 |
| |
| $83,937 |
| |
| ($1,460 | ) | |
| $237,708 |
|
Depreciation and amortization | | 2,868 |
| | 5,203 |
| | 194 |
| | 8,265 |
|
Operating income | | 30,296 |
| | 20,249 |
| | (5,857 | ) | | 44,688 |
|
Capital expenditures | | 2,911 |
| | 1,790 |
| | 98 |
| | 4,799 |
|
| | | | | | | | |
Three months ended April 30, 2012: | | | | | | | | |
Net sales | |
| $141,026 |
| |
| $76,272 |
| |
| ($984 | ) | |
| $216,314 |
|
Depreciation and amortization | | 2,455 |
| | 4,816 |
| | 192 |
| | 7,463 |
|
Operating income | | 26,634 |
| | 15,317 |
| | (4,350 | ) | | 37,601 |
|
Capital expenditures | | 1,563 |
| | 1,984 |
| | 813 |
| | 4,360 |
|
Total assets by operating segment as of April 30, 2013 and October 31, 2012 are as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | Segment | | Other, Primarily Corporate | | Consolidated Totals |
| | FSG | | ETG | | |
Total assets as of April 30, 2013 | |
| $498,507 |
| |
| $628,745 |
| |
| $81,963 |
| |
| $1,209,215 |
|
Total assets as of October 31, 2012 | | 487,188 |
| | 636,660 |
| | 68,998 |
| | 1,192,846 |
|
13. COMMITMENTS AND CONTINGENCIES
Guarantees
The Company has arranged for a standby letter of credit in the amount of $1.5 million to meet the security requirement of its insurance company for potential workers’ compensation claims, which is supported by the Company’s revolving credit facility.
Product Warranty
Changes in the Company’s product warranty liability for the six months ended April 30, 2013 and 2012, respectively, are as follows (in thousands):
|
| | | | | | | | |
| | Six months ended April 30, |
| | 2013 | | 2012 |
Balances as of beginning of fiscal year | |
| $2,571 |
| |
| $2,231 |
|
Accruals for warranties | | (220 | ) | | 779 |
|
Warranty claims settled | | (622 | ) | | (611 | ) |
Balances as of April 30 | |
| $1,729 |
| |
| $2,399 |
|
The decrease in the Company's warranty accrual for the six months ended April 30, 2013 is principally attributed to the partial reversal of a previous accrual for which potential warranty claims did not materialize.
Litigation
The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal 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.
14. SUBSEQUENT EVENT
In May 2013, the Company announced that its HEICO Flight Support Corp. subsidiary had entered into an agreement to effectively acquire all of the outstanding stock of Reinhold Industries, Inc. (“Reinhold”) for approximately $130 million in a transaction that will be carried out by means of a merger. Closing, which is subject to governmental approval and standard closing conditions, is expected to occur in the third quarter of fiscal 2013. Reinhold is a leading manufacturer of advanced niche components and complex composite assemblies for commercial aviation, defense and space applications. The purchase price of this acquisition is expected to be paid in cash, principally using proceeds from the Company's revolving credit facility.
| |
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, 2012. There have been no material changes to our critical accounting policies during the six months ended April 30, 2013.
Our business is comprised of two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. (“HEICO Aerospace”) and HEICO Flight Support Corp. and their collective subsidiaries, and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. (“HEICO Electronic”) and its subsidiaries.
Our results of operations for the six and three months ended April 30, 2013 have been affected by the fiscal 2012 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2012.
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).
|
| | | | | | | | | | | | | | | | |
| | Six months ended April 30, | | Three months ended April 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
Net sales | |
| $454,198 |
| |
| $428,969 |
| |
| $237,708 |
| |
| $216,314 |
|
Cost of sales | | 287,161 |
| | 275,523 |
| | 148,260 |
| | 141,116 |
|
Selling, general and administrative expenses | | 87,410 |
| | 78,213 |
| | 44,760 |
| | 37,597 |
|
Total operating costs and expenses | | 374,571 |
| | 353,736 |
| | 193,020 |
| | 178,713 |
|
Operating income | |
| $79,627 |
| |
| $75,233 |
| |
| $44,688 |
| |
| $37,601 |
|
| | | | | | | | |
Net sales by segment: | | | | | | | | |
Flight Support Group | |
| $294,229 |
| |
| $279,893 |
| |
| $155,231 |
| |
| $141,026 |
|
Electronic Technologies Group | | 162,778 |
| | 150,743 |
| | 83,937 |
| | 76,272 |
|
Intersegment sales | | (2,809 | ) | | (1,667 | ) | | (1,460 | ) | | (984 | ) |
| |
| $454,198 |
| |
| $428,969 |
| |
| $237,708 |
| |
| $216,314 |
|
| | | | | | | | |
Operating income by segment: | | | | | | | | |
Flight Support Group | |
| $54,541 |
| |
| $52,141 |
| |
| $30,296 |
| |
| $26,634 |
|
Electronic Technologies Group | | 35,795 |
| | 31,522 |
| | 20,249 |
| | 15,317 |
|
Other, primarily corporate | | (10,709 | ) | | (8,430 | ) | | (5,857 | ) | | (4,350 | ) |
| |
| $79,627 |
| |
| $75,233 |
| |
| $44,688 |
| |
| $37,601 |
|
| | | | | | | | |
Net sales | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
Gross profit | | 36.8 | % | | 35.8 | % | | 37.6 | % | | 34.8 | % |
Selling, general and administrative expenses | | 19.2 | % | | 18.2 | % | | 18.8 | % | | 17.4 | % |
Operating income | | 17.5 | % | | 17.5 | % | | 18.8 | % | | 17.4 | % |
Interest expense | | .3 | % | | .3 | % | | .3 | % | | .3 | % |
Other income | | .1 | % | | .1 | % | | .1 | % | | .1 | % |
Income tax expense | | 5.4 | % | | 6.0 | % | | 6.3 | % | | 6.0 | % |
Net income attributable to noncontrolling interests | | 2.3 | % | | 2.4 | % | | 2.2 | % | | 2.4 | % |
Net income attributable to HEICO | | 9.6 | % | | 8.9 | % | | 10.0 | % | | 8.8 | % |
Comparison of First Six Months of Fiscal 2013 to First Six Months of Fiscal 2012
Net Sales