ACQUISITIONS

12 Months Ended

Oct. 31, 2011

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2.      ACQUISITIONS

In May 2009, the Company, through HEICO Electronic, acquired 82.5% of the stock of VPT, Inc., a U.S. company that designs and provides power conversion products principally serving the defense, space and aviation industries.  The remaining 17.5% continues to be owned by an existing VPT shareholder which is also a supplier to the acquired company.  During the first and second year following the acquisition, VPT met certain earnings objectives which obligated the Company to pay additional purchase consideration of $1.3 million in both fiscal 2011 and 2010.  In addition, subject to meeting certain earnings objectives during the third year following the acquisition, the Company may be obligated to pay additional purchase consideration of up to $10.1 million in fiscal 2012, which will be recorded as additional goodwill.

In October 2009, the Company, through HEICO Electronic, acquired the business, assets and certain liabilities of the Seacom division of privately-held Dukane Corp. and formed a new subsidiary, Dukane Seacom, Inc. (“Seacom”).  Seacom is a designer and manufacturer of underwater locator beacons used to locate aircraft cockpit voice recorders, flight data recorders, marine ship voyage recorders and various other devices which have been submerged under water.  During the first year following the acquisition, Seacom met certain earnings objectives which obligated the Company to pay additional purchase consideration of $5.3 million in fiscal 2011.  Based on the subsidiary’s earnings in the second year following the acquisition, the Company accrued $4.8 million of additional purchase consideration and increased goodwill as of October 31, 2011, which it expects to pay in fiscal 2012.

In February 2010, the Company, through HEICO Electronic, acquired substantially all of the assets and assumed certain liabilities of dB Control.  dB Control produces high-power devices used in both defense and commercial applications.

In December 2010, the Company, through HEICO Aerospace, acquired 80.1% of the assets and assumed certain liabilities of Blue Aerospace LLC.  Blue Aerospace is a supplier, distributor, and integrator of military aircraft parts and support services primarily to foreign military organizations allied with the United States.  The remaining 19.9% interest continues to be owned by certain members of Blue Aerospace’s management team.

In September 2011, the Company, through HEICO Electronic, acquired all of the outstanding capital stock of 3D Plus SA (“3D”).  3D is a leading designer and manufacturer of three-dimensional microelectronic and stacked memory products used predominately in satellites and also utilized in medical equipment.  Pursuant to the terms of the Stock Purchase Agreement (“SPA”), the purchase consideration for 3D shall reflect certain adjustments, which principally include any difference between 3D’s actual working capital as of the acquisition date and the amount estimated per the SPA.  Accordingly, the Company has accrued approximately $6.2 million of additional purchase consideration and increased goodwill as of October 31, 2011, which it expects to pay in fiscal 2012.

The purchase price of each of the above referenced acquisitions was paid principally in cash using proceeds from the Company’s revolving credit facility and is not material or significant to the Company’s consolidated financial statements.

Cash investing activities related to acquisitions, including contingent purchase price payments to previous owners of businesses acquired prior to fiscal 2010, is as follows:

	Year ended October 31,
	2011			2010			2009
Fair value of assets acquired:
Liabilities assumed	$	32,263,000		$	3,952,000		$	3,881,000
Noncontrolling interests in consolidated subsidiaries		5,612,000			—			3,305,000
Less:
Goodwill		51,448,000			15,372,000			30,389,000
Identifiable intangible assets		40,187,000			15,400,000			21,562,000
Inventories		16,964,000			3,184,000			4,249,000
Accounts receivable		9,072,000			6,685,000			4,720,000
Property, plant and equipment		9,115,000			573,000			553,000
Accrued additional purchase consideration		4,104,000			1,775,000			2,212,000
Other assets		1,640,000			24,000			3,299,000
Acquisitions, net of cash acquired	$	(94,655,000	)	$	(39,061,000	)	$	(59,798,000	)

The fiscal 2011 liabilities assumed is inclusive of the aformentioned 3D additional purchase consideration.  The allocation of the purchase price of 3D to the tangible and identifiable intangible assets acquired and liabilities assumed in these consolidated financial statements is preliminary until the Company obtains final information regarding their fair values.  However, the Company does not expect any adjustments to such allocation to be material to the Company’s consolidated financial statements.

The operating results of the Company’s fiscal 2011 acquisitions were included in the Company’s results of operations from the effective acquisition dates.  The amount of net sales and earnings of the 2011 acquisitions included in the Consolidated Statements of Operations is not material.  Had the fiscal 2011 acquisitions been consummated as of the beginning of fiscal 2010, net sales on a pro forma basis for fiscal 2010 would have been approximately $679 million and net sales for fiscal 2011 as well as net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share attributable to HEICO shareholders on a pro forma basis for fiscal 2011 and 2010 would not have been materially different than the reported amounts.