Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273297
Prospectus Supplement
(To prospectus dated July 17, 2023)
HEICO CORPORATION
$600,000,000 5.250% Notes due 2028
$600,000,000 5.350% Notes due 2033
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HEICO Corporation (“HEICO,” the “Company,” “we,” “our” or “us”) is offering $600,000,000 aggregate principal amount of its 5.250% notes due 2028 (the “2028 notes”) and $600,000,000 aggregate principal amount of its 5.350% notes due 2033 (the “2033 notes” and, together with the 2028 notes, the “notes”). Interest on the notes will be payable semiannually in arrears on February 1 and August 1 of each year, commencing on February 1, 2024. The 2028 notes will mature on August 1, 2028 and the 2033 notes will mature on August 1, 2033.
Prior to the applicable Par Call Date (as defined below), we may redeem at our option the 2028 notes and the 2033 notes, at any time in whole, or from time to time in part, at the applicable redemption price described under “Description of the Notes — Optional Redemption,” plus accrued and unpaid interest, to but excluding the redemption date. On or after the applicable Par Call Date, such notes will be redeemable at our option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest, to but excluding the redemption date.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future subsidiaries that guarantee our obligations under the Credit Agreement (as defined below), which includes (i) each of our existing wholly-owned Material Domestic Subsidiaries (as defined below) and (ii) any subsidiary that in the future agrees to guarantee obligations under the Credit Agreement (the “subsidiary guarantors”). The notes and the guarantees will be our and the subsidiary guarantors’ senior unsecured obligations and will rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured debt. The notes will be effectively subordinated to our and the guarantors’ secured debt, to the extent of the assets securing such debt and structurally subordinated to any existing or future indebtedness of our subsidiaries that do not guarantee the notes.
We, through a newly formed wholly owned subsidiary, have entered into a Merger Agreement (as defined below) to acquire Wencor Group (“Wencor”), a large commercial and military aircraft aftermarket company (the “Merger” or the “Wencor Acquisition”). We intend to use the net proceeds from the sale of the notes to fund a portion of the purchase price for the Wencor Acquisition, including related fees and expenses, with any remaining amounts, for general corporate purposes. See “Use of Proceeds.”
If the closing of the Wencor Acquisition has not occurred on or prior to the earlier of (i) February 14, 2024 (subject to extension to such later date to which the “Termination Date” (as defined in the Merger Agreement) may be extended in accordance with the terms of the Merger Agreement) and (ii) the date the Merger Agreement, including any amendment thereof, is terminated according to its terms (the “Special Mandatory Redemption Event”), we will redeem the 2033 notes in whole at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) (such redemption, a “Special Mandatory Redemption”). See “Description of the Notes — Special Mandatory Redemption of the 2033 Notes.”
The notes are new issues of securities with no established trading markets. We do not intend to list the notes on any securities exchange or any automated quotation system.
Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and this prospectus supplement and the documents incorporated by reference herein and therein, including the section entitled “Risk Factors,” which begins on page S-14 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public Offering |
Underwriting |
Proceeds to us, |
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Per Note |
Total |
Per Note |
Total |
Per Note |
Total |
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5.250% Notes due 2028 |
99.860% |
$ |
599,160,000 |
0.600% |
$ |
3,600,000 |
99.260% |
$ |
595,560,000 |
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5.350% Notes due 2033 |
99.632% |
$ |
597,792,000 |
0.650% |
$ |
3,900,000 |
98.982% |
$ |
593,892,000 |
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Total: |
$ |
1,196,952,000 |
$ |
7,500,000 |
$ |
1,189,452,000 |
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(1) Plus accrued interest from July 27, 2023 if delivery of the notes occurs after that date.
The underwriters expect to deliver the notes only in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about July 27, 2023.
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Joint Book-Running Managers |
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Truist Securities |
BofA Securities |
Wells Fargo Securities |
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PNC Capital Markets |
TD Securities |
Credit Agricole |
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Co-Managers |
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Capital One Securities |
JPMorgan |
RBC Capital Markets |
Prospectus Supplement dated July 19, 2023
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S-i
About This Prospectus Supplement
We provide information to you about this offering in two separate documents. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of notes. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.
This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a shelf registration process. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the notes. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference” in this prospectus supplement before making an investment decision.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. Neither we nor the underwriters have authorized any other person to provide you with different or additional information other than that contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and in any free writing prospectus filed by the Company with the SEC. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related free writing prospectus, and the documents incorporated and deemed to be incorporated by reference herein and therein, are accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context requires otherwise (including when describing the terms of the notes), references in this prospectus supplement to “HEICO,” the “Company,” “we,” “us” and “our” or similar terms are to HEICO Corporation and its consolidated subsidiaries.
Where You Can Find Additional Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available at the website maintained by the SEC at www.sec.gov or on HEICO’s website at www.heico.com. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained on, connected to or that can be accessed via our website is not part of this prospectus supplement or the accompanying prospectus.
We have filed with the SEC a registration statement on Form S-3 regarding the securities we may offer from time to time. This prospectus supplement does not contain all of the information found in the registration statement. For further information regarding HEICO and the securities offered by this prospectus supplement, you should review the entire registration statement, including its exhibits and schedules, filed under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement of which this prospectus supplement forms a part, including its exhibits and schedules, has been filed electronically and can be obtained in any manner listed above.
S-ii
We expect that delivery of the notes will be made against payment therefor on or about July 27, 2023, which will be the sixth business day following the date of pricing of the notes, or “T+ 6.” Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next three succeeding business days will be required, by virtue of the fact that the notes initially settle in T+ 6, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.
S-iii
Incorporation of Certain Documents By Reference
The SEC allows us to provide information about our business and other important information to you by “incorporating by reference” the information we file with the SEC, which means that we can disclose the information to you by referring in this prospectus supplement to the documents we file with the SEC. Under the SEC’s regulations, any statement contained in a document incorporated by reference in this prospectus supplement is automatically updated and superseded by any information contained in this prospectus supplement, or in any subsequently filed document of the types described below.
We incorporate into this prospectus supplement by reference the following documents filed by us with the SEC, each of which should be considered an important part of this prospectus supplement:
• The Annual Report on Form 10-K for the fiscal year ended October 31, 2022, filed with the SEC on December 21, 2022, including portions of the Company’s proxy statement on Schedule 14A, filed with the SEC on February 3, 2023, to the extent incorporated by reference into such Annual Report on Form 10-K;
• Our Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, filed with the SEC on March 1, 2023;
• Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, filed with the SEC on May 24, 2023; and
• The Current Reports on Form 8-K filed with the SEC on December 21, 2022, March 20, 2023, April 12, 2023, May 15, 2023, May 18, 2023 and July 17, 2023.
In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
We will provide to you, upon request, a copy of each of our filings at no cost. Please make your request by writing or telephoning us at the following address or telephone number:
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Tel: (954) 987-4000
You should rely only on the information incorporated by reference or provided in this prospectus supplement or any subsequently filed supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or any subsequently filed supplement is accurate as of any date other than the date on the front of those documents.
S-iv
Special Note Regarding Forward-Looking Statements
This prospectus supplement and the documents incorporated by reference in this prospectus supplement contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements, which in some cases, you can identify by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements, relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These statements include statements regarding our operations, cash flows, and financial position. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
Although we believe that these statements are based upon reasonable assumptions, these statements expressing opinions about future outcomes and non-historical information are subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change and, therefore, there is no assurance that the outcomes expressed in these statements will be achieved. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we have made or may make in the future may not materialize, and unanticipated events may occur which will affect our results. Investors are cautioned that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in forward-looking statements contained herein, including as a result of factors including, but not limited to:
• the severity, magnitude and duration of public health threats, such as the COVID-19 pandemic (“Health Emergencies”);
• HEICO’s liquidity and the amount and timing of cash generation;
• lower commercial air travel caused by Health Emergencies and their aftermath, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services;
• product specification costs and requirements, which could cause an increase to our costs to complete contracts;
• governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales;
• our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth;
• product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales;
• our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses;
• customer credit risk;
• interest, foreign currency exchange and income tax rates; economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues;
• defense spending or budget cuts, which could reduce our defense-related revenue; and
• risks relating to the Wencor Acquisition.
S-v
Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks and uncertainties in greater detail under “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus supplement and the accompanying prospectus. You should read this prospectus supplement completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus supplement by these cautionary statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under the securities laws of the United States. You are advised, however, to consult any additional disclosures we make in our reports filed with the SEC.
S-vi
The following summary highlights information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information you should consider before investing in the notes. You should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein that are described under “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”
Company Overview
HEICO Corporation through its subsidiaries believes it is the world’s largest manufacturer of Federal Aviation Administration (“FAA”) approved jet engine and aircraft component replacement parts, other than the original equipment manufacturers (“OEMs”) and their subcontractors. HEICO also believes it is a leading manufacturer of various types of electronic equipment for the aviation, defense, space, medical, telecommunications and electronics industries. The Company was originally organized in 1957 as a holding company known as HEICO Corporation. As part of a reorganization completed in 1993, the original holding company (formerly known as HEICO Corporation) was renamed as HEICO Aerospace Corporation and a new holding corporation known as HEICO Corporation was created. The reorganization did not result in any change in the business of the Company, its consolidated assets or liabilities or the relative interests of its shareholders.
Our business is comprised of two operating segments:
The Flight Support Group. Our Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their collective subsidiaries, accounted for 57%, 50% and 52% of our net sales in fiscal 2022, 2021 and 2020, respectively and 58% of net sales for the six months ended April 30, 2023. The FSG uses proprietary technology to design and manufacture jet engine and aircraft component replacement parts for sale at lower prices than those manufactured by OEMs. These parts are approved by the FAA and are the functional equivalent of parts sold by OEMs. In addition, the FSG repairs, overhauls and distributes jet engine and aircraft components, avionics and instruments for domestic and foreign commercial air carriers and aircraft repair companies as well as military and business aircraft operators. The FSG also manufactures and sells specialty parts as a subcontractor for aerospace and industrial original equipment manufacturers and the United States (“U.S.”) government. Additionally, the FSG is a leading supplier, distributor, and integrator of military aircraft parts and support services primarily to the U.S. Department of Defense, defense prime contractors, and foreign military organizations allied with the U.S. Further, the FSG is a leading manufacturer of advanced niche components and complex composite assemblies for commercial aviation, defense and space applications. The FSG engineers, designs and manufactures thermal insulation blankets and parts as well as removable/reusable insulation systems for aerospace, defense, commercial and industrial applications; manufactures expanded foil mesh for lightning strike protection in fixed and rotary wing aircraft; distributes aviation electrical interconnect products and electromechanical parts; overhauls industrial pumps, motors, and other hydraulic units with a focus on the support of legacy systems for the U.S. Navy; and performs tight-tolerance machining, brazing, fabricating and welding services for aerospace, defense and other industrial applications.
The Electronic Technologies Group. Our Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. and its subsidiaries, accounted for 43%, 50% and 48% of our net sales in fiscal 2022, 2021 and 2020, respectively, and 42% of net sales for the six months ended April 30, 2023. The ETG derived approximately 56%, 63% and 66% of its net sales in fiscal 2022, 2021 and 2020, respectively, and 47% of net sales for the six months ended April 30, 2023, from the sale of products and services to U.S. and foreign military agencies, prime defense contractors and both commercial and defense satellite and spacecraft manufacturers. The ETG collectively designs, manufactures and sells various types of electronic, data and microwave, and electro-optical products, including infrared simulation and test equipment, laser rangefinder receivers, electrical power supplies, back-up power supplies, power conversion products, underwater locator beacons, emergency locator transmission beacons, flight deck annunciators, panels, and indicators, electromagnetic and radio frequency interference shielding and filters, high power capacitor charging power supplies, amplifiers, traveling wave tube amplifiers, photodetectors, amplifier modules, microwave power modules, flash lamp drivers, laser diode drivers, arc lamp power supplies, custom power supply designs, cable assemblies, high voltage power supplies, high voltage interconnection devices and wire, high voltage energy generators, high frequency power delivery systems; memory products, including three-dimensional microelectronic and stacked memory, static random-access memory (“SRAM”), and electronically erasable programmable read-only memory
S-1
(“EEPROM”); harsh environment electronic connectors and other interconnect products, radio frequency (“RF”) and microwave amplifiers, transmitters, and receivers and integrated assemblies, sub-assemblies and components; RF sources, detectors and controllers, wireless cabin control systems, solid state power distribution and management systems, crashworthy and ballistically self-sealing auxiliary fuel systems, nuclear radiation detectors, communications and electronic intercept receivers and tuners, fuel level sensing systems, high-speed interface products that link devices, high performance active antenna systems and airborne antennas for commercial and military aircraft, precision guided munitions, other defense applications and commercial uses; silicone material for a variety of demanding applications; precision power analog monolithic, hybrid and open frame components; high-reliability ceramic-to-metal feedthroughs and connectors, technical surveillance countermeasures (“TSCM”) equipment to detect devices used for espionage and information theft; rugged small-form factor embedded computing solutions; custom high power filters and filter assemblies; test sockets and adapters for both engineering and production use of semiconductor devices; and radiation assurance services and products.
HEICO has continuously operated in the aerospace industry for over 65 years. Since assuming control in 1990, our current management has achieved significant sales and profit growth through a broadened line of product offerings, an expanded customer base, increased research and development expenditures and the completion of a number of acquisitions. As a result of internal growth and acquisitions, our net sales from continuing operations have grown from $26.2 million in fiscal 1990 to $2,208.3 million in fiscal 2022, representing a compound annual growth rate of approximately 15%. During the same period, we improved our net income from $2.0 million to $351.7 million, representing a compound annual growth rate of approximately 18%.
Acquisitions have been an important element of our growth strategy over the past thirty-three years, supplementing our organic growth. Since 1990, we have completed 97 acquisitions complementing the niche segments of the aviation, defense, space, medical, telecommunications and electronics industries in which we operate. We typically target acquisition opportunities that allow us to broaden our product offerings, services and technologies while expanding our customer base and geographic presence. Even though we have historically pursued an active acquisition policy, our disciplined acquisition strategy involves limiting acquisition candidates to businesses that we believe will continue to grow, offer strong cash flow and earnings potential, and are available at fair prices.
Wencor Acquisition
Merger Agreement
On May 15, 2023, the Company and its newly formed wholly owned subsidiary Magnolia MergeCo Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Jazz Parent, Inc., a Delaware corporation, the owner of Wencor, with Wencor and Jazz Topco GP LLC, a Delaware limited liability company (the “Representative”), solely in its capacity as representative for purposes of certain provisions of the Merger Agreement. Under the Merger Agreement, the Merger Sub will merge with and into Wencor, with Wencor continuing as the surviving entity and a wholly owned subsidiary of the Company, for an aggregate purchase price of $1.9 billion in cash, subject to certain working capital, debt and other customary adjustments set forth in the Merger Agreement (the “Cash Consideration”), and 1,137,656 shares of HEICO Class A Common Stock, or $2.05 billion in the aggregate.
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated thereby, the Company will deposit $20 million of the Cash Consideration with an escrow agent to fund Wencor’s payment obligations with respect to the working capital, debt and other customary post-closing adjustments contained in the Merger Agreement.
Under the Merger Agreement, the Company and Wencor have made customary representations and warranties and have agreed to be bound to customary covenants for transactions of this type, including committing to use reasonable best efforts to obtain necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and certain other regulatory approvals.
The completion of the Wencor Acquisition is subject to customary closing conditions, including, among others: (a) the absence of certain legal impediments to the consummation of the Wencor Acquisition; (b) the expiration or termination of the applicable waiting period under the HSR Act, and the receipt of certain other regulatory approvals; (c) in the case of the Company’s and Wencor’s obligations to complete the transaction, the accuracy of Wencor’s and the Company’s, respectively, representations and warranties contained in the Merger Agreement; (d) material
S-2
compliance by the Company, Wencor and the Representative with certain pre-closing covenants; and (e) no material adverse change in Wencor’s business since the date of the Merger Agreement. Subject to the satisfaction of the closing conditions, the Merger is expected to close by the end of calendar 2023.
This offering is not conditioned on the completion of the Wencor Acquisition. However, if the Special Mandatory Redemption Event occurs, we will redeem the 2033 notes in whole at the Special Mandatory Redemption Price. See “Description of the Notes — Special Mandatory Redemption of the 2033 Notes.”
Financing of the Wencor Acquisition
We have an existing $2.0 billion revolving credit agreement (the “Existing Credit Facility”) with a bank syndicate, which also includes a feature that allows the Company to increase the capacity by $750 million to become a $2.75 billion facility through increased commitments from existing lenders. The Existing Credit Facility may be used to finance acquisitions and for working capital and other general corporate purposes, including capital expenditures. The Company’s borrowings under the Existing Credit Facility mature in fiscal 2028. See “Description of Other HEICO Indebtedness — Existing Credit Facility”.
In connection with the Wencor Acquisition, on May 14, 2023, we entered into a commitment letter (the “Commitment Letter”) with Truist Bank (the “Bridge Lender”) and Truist Securities, Inc., which was amended and restated on July 14, 2023, pursuant to which the Bridge Lender has committed to provide a senior unsecured credit facility to the Company, as the borrower, in an aggregate amount of up to $1.0 billion (the “Bridge Facility”), with a maturity date of 364 days following the closing date. The obligation to fund the Bridge Facility is subject to the satisfaction of certain conditions set forth in the Commitment Letter. Our currently committed credit facilities, together with cash on hand, are sufficient to fund the purchase price for the Wencor Acquisition. If we complete the offering, we do not anticipate drawing upon any amounts available under the Bridge Facility.
Corporate Information
HEICO’s corporate headquarters is located at 3000 Taft Street, Hollywood, Florida 33021. Our telephone number is (954) 987-4000 and our Internet website address is www.heico.com. The information on our website is not a part of, or incorporated in, this prospectus supplement or the accompanying prospectus.
S-3
The following summary contains certain material information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the section entitled “Description of the Notes” in this prospectus supplement and the section titled “Description of Debt Securities” in the accompanying prospectus.
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Issuer |
HEICO Corporation, a Florida corporation. |
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Securities offered |
$600 million aggregate principal amount of 5.250% notes due 2028 $600 million aggregate principal amount of 5.350% notes due 2033 |
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Maturity Date |
Unless redeemed prior to maturity as described below, the 2028 notes will mature on August 1, 2028 the 2033 notes will mature on August 1, 2033 |
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Interest |
Interest on the notes will accrue at the rate of 5.250% per annum in the case of the 2028 notes and 5.350% per annum in the case of the 2033 notes. Interest on the notes will be payable semiannually in arrears on February 1 and August 1, commencing on February 1, 2024. |
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Ranking |
The notes will be senior unsecured obligations of the Company. The payment of the principal of premium, if any, and interest on the notes will: • rank equally in right of payment with all of our existing and future senior unsecured indebtedness; • rank senior in right of payment to all of our existing and future subordinated indebtedness; • be structurally subordinated to all liabilities (including trade payables) of our existing and future subsidiaries that do not guarantee the notes; and • be effectively subordinated to our and our subsidiary guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. |
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As of April 30, 2023, before giving effect to the issuance of the notes and the use of proceeds therefrom (including the Wencor Acquisition) we, together with the subsidiary guarantors, have had approximately $737.1 million aggregate principal amount of indebtedness, none of which is secured indebtedness. |
S-4
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Guarantees |
The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our subsidiaries that are or become guarantors under the Credit Agreement, which includes (i) each of our existing wholly-owned Material Domestic Subsidiaries and (ii) any subsidiary (including any member of Wencor that is a Material Domestic Subsidiary following consummation of the Wencor Acquisition) that in the future agrees to guarantee obligations under the Credit Agreement. The guarantees will be senior unsecured obligations of the guarantors and will rank equally in right of payment with all of the existing and future senior unsecured indebtedness of the guarantors, effectively junior to any existing and future secured indebtedness of the guarantors to the extent of the value of the assets securing such indebtedness, and senior in right of payment to all existing and future subordinated indebtedness of the guarantors. The notes will not be guaranteed by any foreign subsidiaries. |
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As of April 30, 2023, on an as adjusted basis, after giving effect to the issuance of the notes and guarantees, and the assumed application of the net proceeds therefrom as described under “Use of Proceeds,” the guarantees would have ranked: • equally in right of payment with approximately $737.1 million principal amount of the guarantors’ other unsecured obligations; and • effectively subordinate in right of payment to approximately $17.5 million of borrowings by our subsidiaries that are not guarantors. |
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Our non-guarantor domestic and foreign subsidiaries accounted for $1.25 billion, or 26%, of our total assets, and $201.3 million, or 12%, of our total liabilities, as of April 30, 2023. |
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Optional Redemption |
Each series of notes will be redeemable at any time prior to the applicable Par Call Date, as a whole or in part, at our option, on at least 10 days’, but not more than 60 days’, prior notice mailed to the registered address of each holder of the notes to be redeemed, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) the (a) sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points, in the case of the 2028 notes, and 25 basis points, in the case of the 2033 notes, less (b) interest accrued to the date of redemption, and |
S-5
|
(ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest, if any, on the principal amount of the notes to be redeemed to, but excluding, the redemption date. Each series of notes will be redeemable at any time on or after the applicable Par Call Date, as a whole or in part, at our option, on at least 10 days’, but not more than 60 days’, prior notice mailed to the registered address of each holder of the series of notes to be redeemed, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the notes to be redeemed to, but excluding, the redemption date. |
||
|
Special Mandatory Redemption of the 2033 Notes |
|
|
|
Change of Control |
If a Change of Control Triggering Event (as defined below) occurs, unless we have exercised our right to redeem the notes in whole as described above, each holder of notes will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s notes on the terms set forth in the notes. We will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of repurchase. See “Description of the Notes — Offer to Repurchase Upon Change of Control Triggering Event”. |
|
|
Certain Covenants |
The indenture governing the notes will contain certain covenants applicable to HEICO and its restricted subsidiaries, including limitations on liens and mergers, consolidations and sale of assets. Each of these covenants is subject to important exceptions and qualifications. The indenture governing the notes, among other things, includes: • restrictions on the ability of HEICO and any Restricted Subsidiary (as defined below) to create, incur, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage, security interest, pledge or lien on any of our Principal Property (as defined below); • restrictions on any sale and lease-back transactions by HEICO and any Restricted Subsidiary with respect to any Principal Property; and • restrictions on our ability to consolidate or merge with or into any other corporation, or lease, sell or transfer all or substantially all of our property and assets to any corporation. |
S-6
|
The indenture governing the notes will also contain requirements relating to additional subsidiary guarantors. These covenants are subject to important exceptions and qualifications, which are described in “Description of the Notes — Certain Covenants”. |
||
|
Use of Proceeds |
We estimate that the net proceeds of this offering will be approximately $1,188,292,000 (after deducting the underwriting discounts and estimated offering expenses). We intend to use the net proceeds from the sale of the notes to fund a portion of the purchase price for the Wencor Acquisition, including related fees and expenses, and, with any remaining amounts, for general corporate purposes. We may temporarily repay outstanding borrowings under our Existing Credit Facility and invest funds that are not immediately needed for these purposes in short-term investments, including marketable securities. See “Use of Proceeds”. |
|
|
No Listing |
The notes will not be listed on any securities exchange. Currently there are no public markets for the notes. |
|
|
Book-Entry Form |
The notes will be issued in book-entry form and will be represented by one or more global securities registered in the name of Cede & Co., as nominee for DTC (as defined below). Beneficial interests in the notes will be evidenced by, and transfers will be effected only through, records maintained by participants in DTC. |
|
|
No Public Trading Market; Listing |
The notes are new issues of securities for which there is no established market. Accordingly, there can be no assurance that a market for the notes will develop or as to the liquidity of any market that may develop. The underwriters have advised us that they currently intend to make a market in the notes. However, they are not obligated to do so and any market making with respect to the notes may be discontinued without notice. We do not intend to apply for listing of the notes on any securities exchange. |
|
|
Governing Law |
State of New York. |
|
|
Trustee |
Truist Bank |
|
|
Risk Factors |
See “Risk Factors” and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for factors you should consider before deciding to invest in the notes. |
|
|
Conflicts |
Certain of the underwriters and/or their affiliates are lenders under the Existing Credit Facility. Accordingly, to the extent we use a portion of the net proceeds from this offering to repay outstanding borrowings under the Existing Credit Facility, certain of the underwriters and/or their affiliates that are lenders under the Existing Credit Facility may receive more than 5% of the net proceeds of this offering (not including underwriting discounts and commissions). Nonetheless, in accordance with the Financial Industry Regulatory Authority, Inc. Rule 5121, the appointment of a qualified independent underwriter is not necessary in connection with this offering. See “Underwriting — Conflicts of Interest.” |
S-7
HEICO Summary Consolidated Financial Data
The following summary consolidated financial information of HEICO should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2022 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, incorporated by reference in this prospectus.
The summary consolidated financial information for the years ended October 31, 2022, October 31, 2021 and October 31, 2020 are derived from our audited consolidated financial statements incorporated by reference in this prospectus supplement from our Annual Report on Form 10-K for the year ended October 31, 2022. The summary consolidated financial information for the six months ended April 30, 2023 and April 30, 2022 are derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus supplement from our Quarterly Report on Form 10-Q for the quarter ended April 30, 2023. You should read the summary consolidated financial information in conjunction with our consolidated financial statements, the related notes and other financial information incorporated by reference in this prospectus supplement. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.
|
Year Ended October 31, |
Six Months Ended April 30, |
|||||||||||||||||||
|
2022 |
2021 |
2020 |
2023 |
2022 |
||||||||||||||||
|
($ in thousands) |
(audited) |
(unaudited) |
||||||||||||||||||
|
Statement of Operations Information: |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales |
$ |
2,208,322 |
|
$ |
1,865,682 |
|
$ |
1,787,009 |
|
$ |
1,308,756 |
|
$ |
1,029,156 |
|
|||||
|
Cost of sales |
|
1,345,563 |
|
|
1,138,259 |
|
|
1,104,882 |
|
|
798,445 |
|
|
627,717 |
|
|||||
|
Selling, general and administrative expenses |
|
365,915 |
|
|
334,523 |
|
|
305,479 |
|
|
223,787 |
|
|
179,840 |
|
|||||
|
Operating income |
|
496,844 |
|
|
392,900 |
|
|
376,648 |
|
|
286,524 |
|
|
221,599 |
|
|||||
|
Interest expense |
|
(6,386 |
) |
|
(7,285 |
) |
|
(13,159 |
) |
|
(17,441 |
) |
|
(1,775 |
) |
|||||
|
Other income |
|
565 |
|
|
1,443 |
|
|
1,366 |
|
|
982 |
|
|
540 |
|
|||||
|
Income before income taxes and noncontrolling interests |
|
491,023 |
|
|
387,058 |
|
|
364,855 |
|
|
270,065 |
|
|
220,364 |
|
|||||
|
Income tax expense |
|
100,400 |
|
|
57,300 |
|
|
29,000 |
|
|
52,000 |
|
|
33,000 |
|
|||||
|
Net income from consolidated operations |
|
390,623 |
|
|
329,758 |
|
|
335,855 |
|
|
218,065 |
|
|
187,364 |
|
|||||
|
Less: Net income attributable to noncontrolling |
|
38,948 |
|
|
25,538 |
|
|
21,871 |
|
|
19,918 |
|
|
15,433 |
|
|||||
|
Net income attributable to HEICO |
$ |
351,675 |
|
$ |
304,220 |
|
$ |
313,984 |
|
$ |
198,147 |
|
$ |
171,931 |
|
|||||
|
As of October 31, |
As of April 30, |
||||||||||||||
|
2022 |
2021 |
2020 |
2023 |
2022 |
|||||||||||
|
($ in thousands) |
(audited) |
(unaudited) |
|||||||||||||
|
Consolidated Balance Sheet Information: |
|
|
|
|
|
||||||||||
|
Cash and cash equivalents |
$ |
139,504 |
$ |
108,298 |
$ |
406,852 |
$ |
127,161 |
$ |
117,318 |
|||||
|
Working capital(1) |
|
731,871 |
|
642,505 |
|
924,464 |
|
899,811 |
|
728,533 |
|||||
|
Total assets |
|
4,095,496 |
|
3,498,407 |
|
3,547,711 |
|
4,870,199 |
|
3,685,333 |
|||||
|
Current liabilities |
|
420,859 |
|
294,880 |
|
241,161 |
|
466,828 |
|
304,192 |
|||||
|
Long-term debt, net of current maturities |
|
288,620 |
|
234,983 |
|
738,786 |
|
735,779 |
|
264,095 |
|||||
|
Shareholders’ equity |
|
2,648,306 |
|
2,296,939 |
|
2,010,607 |
|
2,859,667 |
|
2,420,474 |
|||||
____________
(1) Working capital is calculated as current assets less current liabilities.
S-8
|
Year Ended October 31, |
As of and for the |
|||||||||||||||||||
|
2022 |
2021 |
2020 |
2023 |
2022 |
||||||||||||||||
|
($ in thousands, except ratios) |
(unaudited) |
(unaudited) |
||||||||||||||||||
|
Other Financial Data |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
EBITDA(1) |
$ |
593,742 |
|
$ |
487,362 |
|
$ |
466,575 |
|
$ |
344,290 |
|
$ |
268,846 |
|
|||||
|
Total debt |
|
290,274 |
|
|
236,498 |
|
|
739,831 |
|
|
754,639 |
|
|
265,876 |
|
|||||
|
Net debt(1) |
|
150,770 |
|
|
128,200 |
|
|
332,979 |
|
|
627,478 |
|
|
148,558 |
|
|||||
|
Total debt to shareholders’ equity ratio |
|
11.0 |
% |
|
10.3 |
% |
|
36.8 |
% |
|
26.4 |
% |
|
11.0 |
% |
|||||
|
Net debt to shareholders’ equity ratio(1) |
|
5.7 |
% |
|
5.6 |
% |
|
16.6 |
% |
|
21.9 |
% |
|
6.1 |
% |
|||||
|
Total debt to EBITDA (trailing twelve months) ratio(1) |
|
.49 |
|
|
.49 |
|
|
1.59 |
|
|
1.13 |
|
|
.50 |
|
|||||
|
Net debt to EBITDA (trailing twelve months) ratio(1) |
|
.25 |
|
|
.26 |
|
|
.71 |
|
|
.94 |
|
|
.28 |
|
|||||
|
Trailing Twelve Months Ended |
||||||
|
2023 |
2022 |
|||||
|
(unaudited) |
||||||
|
($ in thousands) |
|
|
||||
|
Net income attributable to HEICO |
$ |
377,891 |
$ |
334,882 |
||
|
EBITDA(1) |
|
669,186 |
|
532,239 |
||
____________
(1) To provide additional information about the Company’s results, we have included in this Summary Financial Data EBITDA (calculated as net income attributable to HEICO adjusted for depreciation and amortization expense, net income attributable to noncontrolling interests, interest expense and income tax expense), net debt (calculated as total debt less cash and cash equivalents), net debt to shareholders’ equity ratio (calculated as net debt divided by shareholders’ equity) and net debt to EBITDA ratio (calculated as net debt divided by EBITDA), which are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
These non-GAAP measures are included to supplement the Company’s financial information presented in accordance with GAAP and because the Company uses such measures to monitor and evaluate the performance of its business and believes the presentation of these measures enhance an investor’s ability to analyze trends in the Company’s business and to evaluate the Company’s performance relative to other companies in its industry. However, these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for analysis of the Company’s financial results as reported under GAAP. The Company’s non-GAAP measures may not be identical or comparable to measures with the same name presented by other companies due to differences in calculation, capital structure or other factors.
These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate the Company’s results of operations in conjunction with their corresponding GAAP measures. Pursuant to the requirements of Regulation G of the Securities and Exchange Act of 1934, the Company has provided a reconciliation of these non-GAAP measures below.
S-9
Reconciliation of Non-GAAP Financial Measures
($ in thousands, except ratios)
(unaudited)
|
Year Ended October 31, |
Six Months Ended April 30, |
||||||||||||||
|
2022 |
2021 |
2020 |
2023 |
2022 |
|||||||||||
|
EBITDA |
|
|
|
|
|
||||||||||
|
Net income attributable to HEICO |
$ |
351,675 |
$ |
304,220 |
$ |
313,984 |
$ |
198,147 |
$ |
171,931 |
|||||
|
Plus: Depreciation and amortization |
|
96,333 |
|
93,019 |
|
88,561 |
|
56,784 |
|
46,707 |
|||||
|
Plus: Net income attributable to noncontrolling interests |
|
38,948 |
|
25,538 |
|
21,871 |
|
19,918 |
|
15,433 |
|||||
|
Plus: Interest expense |
|
6,386 |
|
7,285 |
|
13,159 |
|
17,441 |
|
1,775 |
|||||
|
Plus: Income tax expense |
|
100,400 |
|
57,300 |
|
29,000 |
|
52,000 |
|
33,000 |
|||||
|
EBITDA |
$ |
593,742 |
$ |
487,362 |
$ |
466,575 |
$ |
344,290 |
$ |
268,846 |
|||||
|
As of October 31, |
As of April 30, |
|||||||||||||||||||
|
2022 |
2021 |
2020 |
2023 |
2022 |
||||||||||||||||
|
Net Debt |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total debt |
$ |
290,274 |
|
$ |
236,498 |
|
$ |
739,831 |
|
$ |
754,639 |
|
$ |
265,876 |
|
|||||
|
Less: Cash and cash equivalents |
|
(139,504 |
) |
|
(108,298 |
) |
|
(406,852 |
) |
|
(127,161 |
) |
|
(117,318 |
) |
|||||
|
Net debt |
|
150,770 |
|
|
128,200 |
|
|
332,979 |
|
|
627,478 |
|
|
148,558 |
|
|||||
|
Shareholders’ equity |
|
2,648,306 |
|
|
2,296,939 |
|
|
2,010,607 |
|
|
2,859,667 |
|
|
2,420,474 |
|
|||||
|
Net debt to shareholders’ equity ratio |
|
5.7 |
% |
|
5.6 |
% |
|
16.6 |
% |
|
21.9 |
% |
|
6.1 |
% |
|||||
|
EBITDA (trailing twelve months) |
|
593,742 |
|
|
487,362 |
|
|
466,575 |
|
|
669,186 |
|
|
532,239 |
|
|||||
|
Net debt to EBITDA |
|
.25 |
|
|
.26 |
|
|
.71 |
|
|
.94 |
|
|
.28 |
|
|||||
|
Trailing Twelve Months Ended |
||||||
|
2023 |
2022 |
|||||
|
EBITDA |
|
|
||||
|
Net income attributable to HEICO |
$ |
377,891 |
$ |
334,882 |
||
|
Plus: Depreciation and amortization |
|
106,410 |
|
93,807 |
||
|
Plus: Net income attributable to noncontrolling interests |
|
43,433 |
|
29,521 |
||
|
Plus: Interest expense |
|
22,052 |
|
4,529 |
||
|
Plus: Income tax expense |
|
119,400 |
|
69,500 |
||
|
EBITDA |
$ |
669,186 |
$ |
532,239 |
||
S-10
Business Overview
Wencor, founded in 1955, is an independent aerospace aftermarket solutions provider focusing on non-engine manufacturing, repair, and distribution. Wencor offers factory-new FAA-approved aircraft replacement parts, value-added distribution of high-use commercial & military aftermarket parts and aircraft & engine accessory component repair and overhaul services. With over 65 years of experience, Wencor serves as a trusted partner to airlines, Maintenance, Repair and Overhaul (“MRO”) facilities, original equipment manufacturers (“OEM”), and both US and foreign militaries and has solidified its position as an industry leader.
Wencor’s expertise includes Parts Manufacturer Approval (“PMA”) design and development, CMM and Designated Engineering Representative (“DER”) Component Maintenance Repair, Program Management & Services, Used Serviceable Material, Rotable Exchanges, and a wide-ranging network of distribution solutions. These offerings are geared towards enhancing material availability, boosting reliability, and reducing costs for its customers.
Wencor’s customers include airlines worldwide, aircraft maintenance repair and overhaul companies, military agencies and defense contractors. Wencor’s parts and repairs are found in hydraulic, pneumatic, electronic and electro-mechanical, cockpit and galley systems throughout numerous aircraft models and provide Wencor’s customers with significant cost savings.
Segment Overview
Wencor operates through four highly complimentary segments: Distribution, Component Repair, PMA, and Defense.
• Distribution: Value added distribution of high-use aftermarket parts. Focused leadership in highly-technical, consumable product categories. Major supplier in Bearings, Seals, Filters and other niche categories.
• Component Repair: Independent provider of advanced repair solutions utilizing both proprietary alternative parts and CMM repairs. A leading provider of non-engine DERs.
• Defense: Rapidly scaling platform of defense aftermarket-oriented solutions for government and defense supply chain customers. Includes complex kitting, platform sustainment solutions, SARs, and component repair.
• PMA: Leading provider of non-engine PMA components. Focus on consumable parts that have high replacement rates. Includes bearings, filters, gears, seals, and ballscrews. Wencor has developed over 6,000 PMAs and has established a reputation for developing and engineering better options for high usage, complex and expensive OEM parts.
Strategic Growth
Wencor’s success can be attributed to its strategic approach to growth. Through a combination of organic expansion and strategic acquisitions, Wencor has broadened its overall repair capabilities diversified its product offerings, and now offers differentiated supply chain solutions. Additionally, Wencor has introduced value-added inventory services and customized kitting solutions to meet the evolving demands of its customers.
Wencor strategically focuses on lowering the cost of aircraft ownership through consistent quality and reliability improvements. With dedicated resources, Wencor aims at designing solutions, developing programs and delivering results by customizing and scaling solutions to meet its customers’ needs.
Corporate Information
Wencor is based in Peachtree City, Georgia and provides its parts and services internationally, employing approximately 1,000 team members in 19 facilities around the globe.
S-11
Wencor Summary Consolidated Financial Data
The summary consolidated financial information for the years ended December 31, 2022 and 2021 are derived from Wencor’s unaudited consolidated financial statements. The summary consolidated financial information from the three months ended March 31, 2023 and March 31, 2022 are derived from Wencor’s unaudited condensed consolidated financial statements. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.
|
Year Ended December 31, |
Three Months Ended March 31, |
|||||||||||
|
2022 |
2021 |
2023 |
2022 |
|||||||||
|
($ in thousands) |
(unaudited) |
(unaudited) |
||||||||||
|
Statement of operations and comprehensive income data: |
|
|
|
|
||||||||
|
Net sales |
$ |
487,530 |
$ |
370,285 |
$ |
164,671 |
$ |
111,701 |
||||
|
Gross profit |
|
186,664 |
|
146,945 |
|
62,656 |
|
43,128 |
||||
|
Capital expenditures |
|
5,097 |
|
6,994 |
|
2,175 |
|
1,093 |
||||
|
Net income |
|
20,540 |
|
6,228 |
|
5,451 |
|
5,983 |
||||
|
As of December 31, |
As of March 31, 2023 |
||||||||
|
2022 |
2021 |
||||||||
|
($ in thousands) |
(unaudited) |
(unaudited) |
|||||||
|
Statement of operations and comprehensive income data: |
|
|
|
||||||
|
Total assets |
|||||||||