Good morning. My name is Hope, and I will be your conference operator today. At this time, I would like to welcome everyone to the HEICO Corporation's Fiscal 2017 Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. [Operator Instructions]. Certain statements in today's call will constitute forward-looking statements, which are subject to risks, uncertainties, and contingencies. HEICO's actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors including lower demand for commercial air travel or airline fleet changes, or airline purchasing decisions, which could cause lower demands for our goods and services; products specification costs and requirements, which would 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 and manufacturing difficulties, which could increase our product development costs and delay sales; our ability to make acquisitions and achieve operating synergies from acquired businesses; customer credit risk; interest; foreign currency exchange and income tax rate; economic conditions within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our cost and revenues, and defense budget cuts, which could reduce our defense-related revenue. Those listening to or reading this call are encouraged to review all of HEICO's filings with the Securities and Exchange Commission, including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Thank you. I would now like to turn the call over to Mr. Laurans Mendelson, HEICO's Chairman and Chief Executive Officer. Please go ahead.

Thank you very much, and good morning to everyone on the call. We thank you for joining us, and we welcome you to the HEICO's third quarter fiscal '17 earnings announcement telecon. I'm Larry Mendelson, I'm Chairman and CEO of HEICO Corporation and I'm joined here this morning by Eric Mendelson, HEICO's Co-President and President of HEICO's Life Support Group; Victor Mendelson, HEICO's Co-President and President of HEICO's Electronic Technologies Group; and Carlos Macau, our Executive Vice President and CFO. Now, before reviewing our third quarter operating results in detail, I'd like to take a moment to thank HEICO's team members, who again came through for all of us. This dedicated diligent and creative group is responsible for the results and they are committed to excellence. It is hard to sufficiently emphasize how fortunate we are to have each HEICO team member. I and other managers on the call are truly grateful. Now, I'll take a few minutes to summarize the quarterly highlights. Our consolidated third quarter net sales and net income represent record quarterly results, driven principally by strong net sales and operating income within both operating segments. Consolidated net income increased 9% to a record $45.7 million or $0.53 per diluted share in the third quarter of fiscal '17 and that was up from $42 million or $0.49 per diluted share in the third quarter of fiscal '16. Consolidated net income increased 18% to a record $132.3 million or $1.53 per diluted share in the first nine months of fiscal '17 and that, too, was up from $111.9 million or $1.32 per diluted share in the first nine months of fiscal '16. Our Flight Support Group set quarterly net sales and operating income records in the third quarter of fiscal '17 by improving 16% and 11% respectively over…

Thank you very much. The Flight Support Group's net sales increased 15% to a record $258 million in the third quarter of fiscal '17, up from $222.6 million in the third quarter of fiscal '16. The Fight Support Group's net sales increase 10% to a record $710.7 million in the first nine months of fiscal '17, up from $647.4 million in the first nine months of fiscal '16. The increase in the third quarter in the first nine months of fiscal '17 reflects organic growth of 6% in both period and the impact of our recent profitable acquisitions. The organic growth in the third quarter in the first nine months of fiscal '17 is principally attributed to increased demand in new product offerings within our aftermarket replacement parts and repair and overhaul parts and service product lines. These increases were partially offset by lower demand within our specialty products product lines for certain commercial aerospace and defense products in the third quarter of fiscal '17 and for certain industrial and defense products in the first nine months of fiscal '17. Excluding the these factors which included a push to the right for defense projects, coupled with a softening in demand for wide body commercial components supplied by the specialty products group, the Flight Support Group experienced organic growth of 11% and 10% in the third quarter in the first nine months of fiscal '17 respectively. The Flight Support Group's operating income increased 11% to a record $46.7 million in the third quarter of fiscal '17, up from $42 million in the third quarter of fiscal '16. The Flight Support Group's operating income increased 12% to $132.8 million in the first nine months of fiscal '17, up from $118.8 million in the first nine months of fiscal '16. The increase in…

Thank you, Eric. The Electronic Technologies Group's net sales increased 1% to $137.9 million in the third quarter of fiscal '17, up from $136.2 million in the third quarter fiscal '16. The Electronic Technologies Group's net sales increased 9% to a record $405.2 million in the first nine months of fiscal '17, up from $372.9 million in the first nine months of fiscal '16. The increase in the third quarter and first nine months of fiscal '17 reflects increased demand for our aerospace, space, other electronics and medical products, partially offset by a decrease in defense related net sales principally due to customer delays in getting some anticipated new orders under contract, which delays started to reverse toward the end of the quarter. Additionally, the increase in the first nine months of fiscal '17 reflects organic growth of 4% as well as our contribution from our profitable fiscal '16 acquisition. The aforementioned delays were pushed to the right, if you will, of certain defense contracts, which we anticipate will benefit future periods starting sometime in the fourth quarter and building into our fiscal 2018. For those of you who have known HEICO for a while, you will recall that these kinds of shifts are not historically unusual and we frequently mentioned that our Electronic Technologies Group net sales and earnings may be in [indiscernible] from quarter-to-quarter for a variety of reasons. It's why we focus on annual performance and maximizing profitability instead of revenue time and I expect that this will continue to be the case of moving forward. The Electronic Technologies Group's operating income increased 15% to $38.5 million in the third quarter of fiscal '17, up from $33.6 million in the third quarter of fiscal '16. The Electronic Technologies Group's operating income increased 19% to a record $106.5…

Thank you, Victor, and Eric. Moving on to earnings per share. Consolidated net income per diluted share increased 8% to $0.53 in the third quarter of fiscal '17, up from $0.49 in the third quarter of fiscal '16 and increased 16% to $1.53 in the first nine months of fiscal '17 and that was up from $1.32 in the first nine of fiscal '16. Of course, all fiscal '16 diluted earnings per share amounts have been adjusted retrospectively for the 5-for-4 stock split which was distributed in April '17. Depreciation and amortization expense total $16.4 million in the third quarter of fiscal '17, up from $15.4 in the third quarter of fiscal '16 and totaled $46.9 million in the first nine months of fiscal '17 and that was up from $44.6 in the first nine months of fiscal '16. The increase in the third quarter of fiscal '17 principally reflects the incremental impact of higher amortization expense of intangible assets and depreciation expense attributable to our fiscal '17 acquisitions. The increase in the first nine months of '17 principally reflects the incremental impact of higher amortization expensive intangible assets and depreciation expense attributable to the fiscal '17 and '16 acquisitions as well as higher depreciation expense associated with our continued investment in expanding the capability of Aeroworks, a fiscal '15 acquisition in the Netherlands, Thailand and Laos. R&D expense was $11.4 million in the third quarter of fiscal '17 and that compared to $12.7 million in the third quarter of fiscal '16 and it increased 4% to $33.9 million in the first nine months of fiscal '17, which was up from $32.7 million in the first nine months of fiscal '16. As usual, significant ongoing new product development efforts are continuing at both Flight Support and ETG as we continue…

[Operator Instructions] Your first question comes from the line of Larry Solow with CJS Securities.

Hi, good morning, guys. It sounds like a very good quarter, good outlook. Maybe can you just discuss a little bit of if there is a relationship, what's the little bit of a delay on the defense side and some push out of deliveries and the rising backlog in inventories? Are those sort of intertwined, or am I reading too much into that?

I'll comment and then I'm going to give it to Eric and Victor to give you more color. As we mentioned many times, some of our defense businesses have large contracts and getting them shipped and built can be lumpy. In fact, I think our backlog is pretty good, it's pretty strong and that's why you saw the rise in inventory. The rise in inventory is not something that [indiscernible] we got out of control. These people are buying product for manufacture and shipping and so forth. But as far as the detail of some of those things, perhaps, Eric can give you a little color, Carlos can give you a little more color.

Yes. Larry, with regard to some of the defense projects, we know we're going to get the business. We've been told by these various customers that we are going to get the business. But sometimes, these projects end up slipping to the right without commencing on specific programs. Some of these are widely-recorded in the news media. We're very confident that we're going to get them. Sometimes we do have an impact in inventory as a result of the programs slipping to the right. But again, we're extremely confident of our defense programs that we're on and we're extremely confident that we're going to get the orders and this is going to be terrific business for both HEICO as well as our customers - if that gives you a little bit of color.

Larry, this is Carlos. Let me add that keep in mind that roughly, $30 million of the inventory growth is acquired, so the real build is something in the mid $20 million range and that in it of itself is pretty consistent and in line with our sales growth. There's not one sub or anything like that that sticks other than the ones that are really not going to ball the park on sales and that's to be expected. So, nothing from my perspective in the inventory that I'm worried about. We have very tight controls and governors of inventory growth and the things that we experience this quarter or year-to-date were planned and as Eric pointed out, in support of existing backlog.

Okay. Great. Carlos, while I got you, maybe a question for you, just on the AAT acquisition. Can you just clarify the changing guidance and the outlook? I assume you are including some of AAT in there and then the second question on that, without going to real specifics, could you maybe give us a 50,000 look of just their margin profile relative to some of your sub in ETG and sort of their capital requirements as compared to some of your companies? Thanks.

Larry, that acquisition, we've signed a deal and it's in regulatory reviews. Technically, we're under an NDA on that particular transaction as we're speaking to. So I don't want to divulge details. However, I will tell you that we have anticipated very little because we don't know when the close date will be based on the regulatory reviews, the [indiscernible] commission reviews. It wasn't a material factor, if you would, and our consideration of the guidance, that was purely a function of the subsidiaries and the company's growth that we're experiencing to-date, the outlook that our general managers down in the field have provided to us.

Got it. Great. Appreciate the clarification. Thanks.

You bet.

Your next question comes from the line of George Godfrey with CLK.

Thank you and good morning.

Good morning, George.

Very nice quarter. I wanted to ask about, just following up AAT and I heard on the non-disclosure agreement, but I just want to ask as it relates to the purchase price. You said that it falls within your particular range and I believe that's 6x to 8x EBITDA [ph]. So that would suggest that the margin structure of this company and the sales per employee which were also disclosed add or well above perhaps HEICO's general metrics. My thinking is this is going to be a very nicely accretive acquisition. Is that right?

Yes. Let me answer that as best I can. The ETG has high margins as you know and generally speaking, we don't acquire things that are below 20% in operating margins. We anticipate that this particular acquisition will be a very nice one for HEICO. We're looking more towards fiscal '18 because you have to remember, we're two and-a-half months into our fourth quarter, we don't know when we get clearance and then usually in the first couple of months, George, of an acquisition, you got a lot of purchase accounting mumbo-jumbo that goes in. You've got inventory write-ups that you have to deal with and you have the amortization slug and all that. Like I said earlier, we're not really anticipating in fiscal '17 for that to be a big driver, but we do think, as Larry mentioned earlier, that this will be a fantastic acquisition for HEICO. It will be accretive to our business and this is one that we've had our eyes on for quite some time. Victor, Eric and Larry spend a lot of time with the executive team at this particular subsidiary. It's the one that we have looked at for eight months. We've been doing this for over eight months.

Over a year.

A year?

This is well over a year that we started looking at this.

We study this thing very carefully both from a cultural standpoint and from a fit standpoint and I think [indiscernible] would be very pleased. If we're able to get the regulatory approval which we fully anticipate in the fourth quarter, you'll be able to see in our 10-K the pro forma results and the information you'll be able to drive whatever assumptions you choose to make from that data points.

Got it. And then I heard the 11% organic growth within FSG excluding some components and the total was 6%. What was excluded again to get to that 11%, please?

Excluded would be our specialty products business, which saw a delay in receipt on some defense products and a certain softness in the sale of large commercial aircraft new build rate [ph]. You're probably familiar that over the last couple of years, the build rate [indiscernible] and the A380 which require a lot of interior components has closed and that hasn't been entirely made up with the 787 and A350. So that has been the two items that were the cause of it.

Great. Thank you for taking my question.

George, we try to differentiate because a lot of investors are very interested in parts and so forth, which is a very important part of our business and we think that that organic growth has been particularly strong.

Yes. I might add to that. I'll emphasize that. That aftermarket growth for HEICO was fantastic so far this year and as you know, as we've said many times, we're very customer-friendly on pricing, we're a value proposition to our customers. We believe they love us and that growth is predominantly volume growth and we believe that's industry-leading so we're very proud of that.

Understood. Thank you for taking my questions, gentlemen.

Your next question comes from the line of Ken Herbert with Canaccord.

Hi, good morning.

Good morning, Ken.

Congratulations on the AAT acquisition. I know it hasn't closed yet, but it looks like it could be fairly transformational. I do just want to start on the comment you just made specifically within the FSG segment, the 11% organic growth excluding the wide body that we build and some of the defense products. Eric, can you just drill down a little bit on that and maybe provide any commentary on what you're seeing? Is it geographically or perhaps on parts versus repair and overhaul basis. I know obviously we're two or three quarters past calling out Latin America, the specific headwinds sounds like that, made me turn the corner and I know repair and overhaul in some markets has maybe been a little more softer. But any more detail on that 11% would be great.

Kim, that's a very good question. Actually in the last couple of weeks, I've spent a lot of time with our sales and marketing folks over in the parts, as well as the repair businesses and I can tell you that they are very excited about all of the stuff that they're working on. Between the different product lines, the adjacent spaces that we're going into, new customers coming on board, customers really picking up the pace of approvals and having enthusiasm in the stuff that we are working on. I'm really impressed with the stuff that they're doing. Again, as Carlos pointed out, that 11% is basically all volume. It's not price because we're extremely price-friendly. You can only imagine that our customers, I think are really quite happy with our performance, or product offering, or pricing - everything that we've got to offer. Again, I don't want to make alight of the competitive situation because our competitors don't give up market share easily. They don't let us go in and take additional market share without a response. Everything we do is to fight. Whether it's finding the product, figuring out, have design it, manufacture it, get the customer to buy it. There is a tremendous amount of work that's involved in all of this, but I think it does speak to really our position in the market and the way the customers want to grow their product lines with us both on - as I said earlier in my answer - both in the traditional HEICO areas, as well as going into some of the adjacent 'white spaces' where we haven't been in the past, but our technology is consistent with those products as well. Those are nice areas for us to be able to grow into.

Okay. That's helpful. Thank you. Are you relative to other alternative? Not only material providers there, you think you're taking market share or how would you characterize that case?

I think yes. I think we are taking market share. But again, since we don't get price and since other competitors do drive big price, I think the market share percentage is muted, but there is no question in my opinion that we are taking the share in really many different areas and some of which are pretty difficult competitive environment.

Okay, thank you. That's helpful. Just one final question on AAT. Obviously the deal hasn't closed, but as a follow up to an earlier question, it sounds like the business is doing very well now considering it's mixed in some of its specific defense products and opportunities. As you think about that business over time, is it fair to think about that business as maybe mid to high single digit growth business or any quantification on cost to cycle, the growth rate there for that business as we think about that from a modeling standpoint would be helpful. Thank you.

This is Victor. The way we model these things tends to be fairly flat-growth, low to mid-single digits, maybe. And that's what we count on typically when we make an ETG acquisition. We try to assume it's going to be relatively flattish and then go from there. Typically they grow and you see our organic growth has been higher than that, but we rather put it there and see where it winds up as we get further out. Obviously, our objective is to see more growth. They have a lot of potential, a lot of great things that they're working on. So it's our desire to get there, but we're very conservative in our planning. If we do better, which we historically done, then great, but if not, we're not sending you out there or anybody else to be disappointed. But I will say that we're working on some very exciting things and the programs that they're on - I'm really not at liberty to detail those programs at this point - but the programs that they're on are growing programs and some of them have enormous growth. Even without adding new product and winning new programs, I think they've got the potential and that's just one of the things that we really liked about the business.

I just want to add a little more color, which you might find amusing is that it all depends on who you ask that question to. I happen to agree with Victor's comment and answer, but if you spoke to the broker who sold us the business, you would find that he think it's going to grow a lot more, but we normally discount a lot of that stuff. But in this case, we do think there's a great opportunity for growth. It's an excellent management, brilliant scientific technical management, really understand their product and what they do in depth and very, very creative group. I just second exactly what Victor said.

That's helpful. If I could, Larry, just one quick follow up on that. You bought obviously 100% of the business and I know you've got a very attractive earn out, but that is different than just over 80% that you typically do. Was there strategically any reason for that difference or any potential concern around this management team and longevity?

No. The answer is no. We buy both ways. Sometimes we buy 80.1%, sometimes we buy 100%. It just happen in doing this transaction that that's the way that shifts well [ph]. No, there was nothing very special about it. We think that this is a very good management. They're pledged to stay there. No. We think a $20 million upside will keep this - in structuring the deal, buying 80% versus 100% and the accretion and so forth, if you do the arithmetic, we're much better off in giving him an earn out of 20% than buying 80%. It just works a lot better for HEICO.

Let me add just one thing. I would say the majority of our acquisitions have actually been 100% purchases - super majority, probably even 100% purchases. But a number of that are announced and then we've got the ones that have a minority interest to retain minority interest. But what we have found is the companies that we own 100% of either from day one or later, the founder sell us their minority interest, they're still around. They're still tied in and they love their businesses. That's the key I think to what we do. If we were just relying on a financial tie-in, then I don't think we'd make the acquisition. It's really about a cultural issue and they are wanting what we call a good home for their business and our cultural match between us where they just love doing what they do, are very committed to it , very committed to their people, to their customers, but want to have some sort of liquidity event for any variety of reasons including the state planning, things like that. While it's nice that we sometimes do that, it isn't a requirement and I would expect the mix of minority interest versus 100% acquisitions will continue to be roughly what it's been.

Great. Well, thank you very much for the detail.

Welcome.

Your next question comes from the line of Drew Lipke with Stephens.

Good morning. Thank you for taking the questions.

How are you, Drew?

First question for Eric. You've always talked about adding 300-500 new replacement parts annually and I think recently, that's been kind of running north of 500. I'm curious, you mentioned the customer response recently and the favorable view point that customers have of HEICO. What are the largest gaining factors for you ramping that approval number to something higher to 500 and just continue to grow that approval?

Again, we say that it ranges because the way that you end up counting the parts, depending on how many sub-assemblies they've gotten, how many detail parts, it can get really very confusing and misleading. That's why we provide the range. I know that we have the ability to increase that number if the market demands it. But again, we feel that the level of development that we got now is optimal both for HEICO and our customers and I would say that we would continue to produce in that area. I think the value of the products that we are obtaining approval on and the potential is improving, but you won't necessarily see any number of approvals. But I think the sales points, the potential sales per part is really doing very well and our new product development groups are very confident and optimistic on what they've got frankly in the hopper for both fiscal '17 as well as for fiscal '18. We have I would say a much higher percentage of our fiscal '18 new product development slots of [ph] sales now which is higher than it's been typically in prior years. Again, for competitive reasons, I can't speak about it anymore than that, but I think it does speak to the level of interest at both the customers, as well as our ability to develop the part, as well as our ability to obtain FA approval. Again, I think it's good numbers, but price per product going up.

Okay. That's helpful. And then maybe if we could bifurcate between the P&A opportunity with engines and airframing component opportunity. Because I think on the engine side, it has been somewhat more limited by both the OEMs and the lesser community. And for that reason, I think you focused recently more on airframe and more on component parts recently. I'm curious, if you think about the mix today for airframe versus engine, how does that look today versus maybe five or 10 years ago? And then as the airframe OEMs focus more and more on the aftermarket, how do you see this market opportunity evolving for you on the airframe side, if at all?

That's a good question. When we came to the company 28 years ago, we were 100% engine and it was basically a particular part - pretty much one part for one type of engine. And then our customers asked us to develop more parts for that engine and they asked us to develop more parts for other engines manufactured by that original equipment manufacturer and then asked us for more parts for other original equipment manufacturers, engines and then I would say about 20 years ago, they started asking for component parts because of course the fuel, hydraulic, nomadic, electromechanical, avionics, wheels and brakes, all these other stuff is also a tremendous market. So our original business was over in the engine area. You are correct that the engine manufacturers have become a lot more focused in that area and frankly what I would say from an airline perspective, they become a lot more anti-competitive. There have been news reports on various governmental bodies investigating frankly the anti-competitiveness of the aircraft engine market and I personally believe that there's tremendous validity in that. In speaking the customers, the customers want our engine parts very badly, but there are certain practices that are I would say restricted in the marketplace and preventing that market from growing at what the customers are demanding. That is definitely having an impact over on the engine side. I think it's a shame. I think it's disgraceful, frankly, that our airline customers are what I would say extorted this way. You can see I get very wound up and emotional over this because I'm aware of a lot of these practices, but time will tell and we'll see what happens in that area. In the meantime, we've been extremely successful over in the non-engine area and we continue to develop - most of our parts are over in the non-engine area and there's tremendous appetite for those parts. I don't think based on the market dynamics that the manufacturers and our competitors will have the same results and be able to restrict the marketplace they have over on the engine side. Of course the airlines are very much aware of this and I think they don't want those kinds of practices proliferating in the market because it's just not fair. We compete every day on every single thing that we do. The products that we sell is PMA. By definition, there's competition on every single thing we do. We go to bed, every night knowing that we've got to be the best in terms of cost, quality and turn time with our customers. And we don't have the luxury to be able to increase prices 5% to 10% a year and dictate terms to our customers. We're trying to be very customer-friendly and build this market. I think that the customers see that value and they are not going to have the same competitive dynamic occur over in the non-engine area.

That's very helpful. I'll keep it to just two. Thanks, guys.

Thank you.

Thanks, Drew.

Your next question comes from the line of Dr. Herbert Wertheim with Green Power Inc.

Good morning, Larry and Victor.

Good morning, Herb.

Good morning.

Good morning.

It was interesting that you mentioned that 28 years ago is when we get involved with HEICO with our single engine part on which you've been able to achieve in these really, quite few years. I want to congratulate all three of you and your team. As a result of that, as you know, I'm your largest single shareholder. So, many, many, many millions of shares and we are excited to maintain that relationship. Go ahead, please.

Go ahead.

I'm going to say as a result of what you have been able to achieve over these years, it has enabled us to give like almost $200 million in charitable donations to our foundation and our own self personally. So we would like to thank you on behalf of all those organizations. Whether it's the College of Engineering at University of Florida or the Medical School at FIU, or the [indiscernible] School or many of the other things that we have done, we built public radio stations, television stations as a result of the good fortune that you have provided us. So we thank you for doing those things. It's been a wonderful relationship as you know. I have been one of your greatest cheerleaders and I applaud what you've been able to do for you and your sons.

Well, Herb, it's very hard for me to respond to something so complimentary. We appreciate your involvement and your support over the many years and the confidence you had basically from the first time you visited the facility and understood what HEICO is doing and how we were going about it. You are a great investor. You've been an extremely successful investor your whole life, you're a brilliant scientist yourself. We know that, I know that and I've known you for over 40 years and we're very, very happy that this program worked out so well. We also salute you for being so charitable in the Miami community and giving to hospitals, universities and other charitable organizations, which you are a very, very charitable family and a great asset to our community. We will continue to try to live up to the standards that you have mentioned and we again thank you so much for being part of the team that roots for the success of HEICO. That's about all I can say. Maybe Eric wants to add something.

Herb, this is Eric. Also I remember you visiting us up in Hollywood about 27 years or so ago and sitting in my dad's office and looking at the JP8E [ph] combustor. You were one of the few people who saw the opportunity in creating a competitive marketplace. You've been a great friend and supporter along the way, cheerleader and we just greatly appreciate your friendship and support over many, many decades. So thank you.

Herb, this is Victor. I just want to echo what Eric said and thank you for your many, many years of friendship and hopefully, many years to come.

Thank you for those kind words.

Okay. Well, thanks, Herb. Do you have any other questions that you'd like to ask?

I have a question about the relationship with Lufthansa. Is that still as reported before? Since you're not making, are the engine parts are not as predominant at the growth of HEICO, what has happened with that relationship where they're at one time had 20%?

Herb, that's a good question. This is Eric. They continue to hold 20% of our PMA and repair business. As you pointed out, HEICO has grown in other areas and those other areas are not as strategic for them and while they've acknowledged that terrific investment opportunity, they really have to further board mandate. They have to invest their dollars in businesses that are strategically related to their core airline business. But they continue to be a great customer, a great partner. They, I believe, have seen some of the pressures that certain engine manufacturers have exerted. I don't believe they're happy about those pressures and they an HEICO are very much on the same page as to how they would like the industry to go. The relationship remains very strong. Again, we don't tend to comment on customer for specific product lines for competitive reasons, so that's probably why you haven't heard their name as much recently.

Herb, one other comment. Wolfgang Mayrhuber is still on the HEICO board. Very knowledgeable of course in the airline industry and we have a very strong close relationship. I would say that the relationship with Lufthansa is still quite strong.

Larry, what would happen if they decide they want to give up their 20% interest in that part of HEICO? Are we prepared for that or how would that be taken care of?

The answer is that hasn't been discussed, but whenever they want to do - when this deal was first cut in 20 years ago, HEICO was much smaller and it was almost totally a footprint in the parts business. HEICO has expanded and just by HEICO's own growth, the significance of the Lufthansa relationship has decreased over the years. It's still an important relationship. We have great relation, we have meetings and so forth, but its impact on HEICO over the last five or 10 years has diminished significantly and HEICO has broadened its footprint all over the world, all over different products and so forth. Today's world as you well know, HEICO is a much, much more diversified company, much stronger company financially, has contacts with virtually all of the major airlines and some of the minor ones throughout the world. The significance of the Lufthansa investment is not as significant as it once was.

Okay. I had another question which had to do with the engine parts, the mixed engine parts. Do you have a GE or Pratt with the engine, or Rolls Royce and the majority of the parts are theirs. Whoever rebuild that engine puts one of our parts in there. Would that negate their guarantees, or their relationship? What happens in that situation? It's something that's been on my mind for quite a while because obviously, not all the parts are going to be HEICO parts - but many of them, maybe. What happens in those situations?

Herb, that's a great question and that's simply HEICO warrant its products and has also insurance back up to that and the OEMs warrant their products. If there is an incident, then there is an airline-sponsored failure investigation and HEICO has participated in those failure investigations repeatedly. We've been involved in many, many, many of them and fortunately, never has a HEICO product been found to have caused any of those failures. We've shipped 65 million parts in the last roughly 20 years or so and not a single improvised shut down or service [indiscernible] as a result of HEICO parts. We warrant our products, the OEMs warrant their products. That's how that works. I think one of the things the airlines are upset about is sometimes a certain manufacturer can threaten illegally an improperly that in the event anything other than their own part is installed and there is a problem, that they will not warrant their parts. That's just not permitted legally, customers are very upset about that and I think that's why various reviews are going on right now. We're confident with the position that we've gotten and the ability to support our product.

Herb, just a little more color to that. The question comes do you think that 19 of the largest 20 airlines in the world would be using HEICO engine parts and other parts if that would cancel the warranty on their engines? Of course the answer is no. the OEMs like to blow smoke and threaten the warranty and so forth, but as Eric said, that's illegal, it's an empty threat. But they use it as a marketing tool. We're dealing with GE, Pratt, we don't compete much with Rolls Royce, but GE and Pratt are very, very tough competitors in the market and they're going to use every bit of strength that they can dream of in their marketing. We don't like them to threaten that, but the big airlines really consider, most people consider that an empty threat.

I have one other question for you, please. And about -- we're finding that there is more and more light objects being flown out by the airline and a lot of those are being made by Honeywell or the smaller engine by FRAC [ph], or some of the other people, what's happening with HEICO and those smaller engines for these smaller airplanes?

Herb, this is Eric. We have not been active in the engine side over in the biz-jet market. We are active in the large commercial market and some of the regional jets but some of the smaller Honeywell engines, we're not involved, we don't compete in that marketplace whatsoever.

And the reason for this, HEICO is a value proposition, as you know, and we have very, very good alternative to an airline that has hundreds of engines where the value proposition is considered, where you have fleets or individual biz-jets and some A5106, you don't have the value proposition that you have on the big fleets. And one of the reasons that our business, when they are -- we're often asked what happens when one airline acquires or merges with another one; historically what's happened is it's been better for our business because the value proposition to the air -- the new combined airline increases because they have more aircrafts and more engines.

All right. American Airlines are flying more and more of these CJ Jets and some of these other smaller passenger jets, 80-90 passengers; and that's why I asked that question. It seems like more and more of those types of airplanes are flying now when there has been in the past.

There are and we do have a position on those aircraft, in particular through our non-engine parts as well as our component overhaul and distribution businesses but we are very much present on that and benefiting from that segment to the market.

Well, thank you very much for answering those few questions I have and again, our family thanks you for all the hard work that you've done, and also like -- the community effort that you and your family have done in the Miami area, it's been fantastic. Thank you.

Herb, thanks very much. Much appreciated.

Your next question comes from the line of Louis Raffetto with Deutsche Bank.

Good morning. Eric, thank you for all the color earlier on the -- sort of the P&A market and I just had a couple of questions about flights abroad. The margin that you're looking for for the year still implies a pretty big pickup I guess versus 3Q as you're going to 4Q; so how much of the -- sort of the lower margin 3Q was due to the FX impact versus the higher depreciation and amortization I guess?

Louis, Carlos is going to go over that information.

Well, in the third quarter, those [indiscernible] that we were down roughly 0.5 of that, the majority of it was due to amortization and depreciation associated with our recent acquisitions as far as in the quarter. And then we were just small piece, maybe the one or two of FX which was then related to a euro denominated earn out.

Okay, great. And then also the -- how much I guess for these specialty products when we think about softening the wide-body and then the defense push the right; you know, softening the wide-body is probably not going to stop for a bit, I mean the defense does sound it will come back, so any idea about size there I guess?

We feel very confident about our position there but I think yes, on the commercial side there is going to be -- if you look at projections going forward I think it's somewhat consistent with level of production. So I think we'll cycle off that in another couple of quarters with regard to defense. Hopefully these orders come through sooner than later, the world of course is not getting any safer; so we're very confident on our -- both, the short-term, as well as medium and long-term success in those markets.

But you keep seeing 11% growth, that is PMA and MRS [ph], not too much of a worry realistically?

Yes, although I -- you know, we -- I tell everybody we get a very high percentage of our orders in the month of shipment. So while 11% I think is outstanding, I want to be careful and we don't have visibility very far out; so yes, when you speak to customers and you see all the stuff we're doing, I'm very excited and bullish but 11% is really a break-neck number. So -- and again, of the decent comp last year, so when you put the whole thing together I think it really is a very excellent number.

Very impressive. And then so, I know this, Larry had mentioned before there may be no broker I guess involved with AT&O [ph] to have something similar with Robertson. So I know you said the updated guidance takes into the account the ATS or are there any -- I guess, additional costs that are built into…

No, no. The representative was on the part of the cellar and -- no, we don't have any brokerage fees. I just mentioned that that particular broker -- investment banker, was -- who happens to be very good, we have purchased other companies from him and he is a pretty straight guy and we've had a good relationship with him. I just mentioned that in part of his sales pitch which you would expect, he says that sky is the limit going forward and of course Victor and I have kind of toned that down but I said it's sort of tongue in cheek because we do believe that that aero will be a growth company but we don't want to overdo it and promise something and then fail to deliver; we'd rather sort around the side of conservatism and if it comes through it, it comes through, we're optimistic that it will.

Smart, makes sense. Thanks, great quarter guys. Thank you very much.

Thank you, Louis.

Your next question is from the line of Greg Konrad with Jefferies.

Good morning. Just to stay with [indiscernible] for a bit and then also, maybe if there is broader implications for the overall business; I mean where are the opportunities with -- kind of the increase in connectivity for commercial aircraft and maybe also the ADSB rollout?

I think there are opportunities on connectivity on commercial aircraft. ADSB, I don't think is going to be a big impact if any, aero at this point, I wouldn't rule it out but I do think there is opportunity on connectivity for sure.

Thanks. And then just kind of housekeeping; in the quarter, amortization and depreciation, how much of a hit was that to margins within the FHT segment?

As I mentioned earlier, to the margins for the quarter, amortization and depreciation on newly acquired assets; you know, assets that we brought this fiscal year were about 0.5 or 0.8 decrease.

Thank you, that's all I've got.

Your next question comes from the line of Michael [ph] with SunTrust.

Good morning, thanks for taking the questions. Maybe Carlos, just on the VAT deal and thinking about some of the recent deals you've made; can you give us a sense of what the current revenue mix might look like on a pro forma -- the total defense exposure, aerospace exposure and even [indiscernible] if you can parse out maybe some of that peer after-market? And I know -- I guess you've got a little bit of the OEM there, is that something you can help us with?

I can. The AeroAntenna historically, probably 50% to 60% defense, rest is pretty much commercial aero and unfortunately at this point the juncture Michael is all like a nut-bolt.

Okay. And the what about -- can you give us an update on the rest of the business, kind of taking into account caught by design and I think there are cost controls, sort of -- what's the HEICO mix right now in terms of aero and -- commercial aero and defense?

Well, our commercial aero roughly on a consolidated basis through the first nine months is about 54%. Our defense is about 25%, it's down a few ticks as a result of some of the push that ride us -- sort of the projects as mentioned earlier. And we picked up that in more commercial aero and really robust business across all other product lines, so that's kind of the mix; I mean it shifted minutely, if you would.

Got it. Okay, that's helpful. And then just last one for me, Victor, ETG, I mean there are great margins in the quarter, I think a multi-quarter high largely on weaker growth, weaker sequential volumes; I mean how should we think about the margins going forward, the sustainability there -- I mean was there anything unique in the quarter that drove those margins?

Yes. This is Victor, it's a good question. I think as we said, we're looking at 26% or so. Right now I would say pretty much what we had in the release is operative and that is we -- gross margins were strong, expenses were held well in line. I think a good mix overall of the product and that's going to barb around quarter-to-quarter. We -- the margins have improved a little bit overtime, I think more than we've even hoped for; and some of that is going to be acquisition mix sensitive. If we find an acquisition that's higher as you know than our average then that will drive those up and if we find the acquisitions that are lower but still very healthy margin, that would drive it down. And of course, on competitive markets and things like that so while we're sharpening our pencils that our customer is making sure we're giving them the best deal. You know, it's not a price increase strategy; in fact, usually the opposite -- we're finding ways to be more efficient and to pass some of those savings along to our customers and share them, I think it's a valued proposition across the board for us and that's going to continue I think as well.

Perfect, that's helpful. Thanks a lot.

Your next question comes from the line of Eduardo Sinclair [ph] with SK Capital Markets.

Good morning, thank you for taking my questions. Since the EBITDA group share of total revenue has been increasing in the last year, I was wondering if you see the strength to continue and maybe based in your acquisition pipeline, are you finding more opportunities in one of the two segments or not really?

Could you maybe repeat the first part of the question? I think we missed the first sentence or two, we didn't quite understand it.

Yes, that -- since ETG groups share of total revenue has been increasing in the last year, it's becoming bigger as a percentage of total revenue. I was wondering if you see this strength the continue and maybe based on your acquisition pipeline you are finding more opportunities in one of the two segments?

No, it ebbs and flows. I mean, the ETG, we don't have a magic number of where we're trying to keep the ETG versus the Flight Support Group. We expect that, like we've seen in the past, there will be years we'll have a whole bunch of acquisitions in Flight Support, not ETG and vice versa. And so Flight Support, we've made two acquisitions this year and announced one in ETG. And I don't think there's anything to say that the ETG won't grow as a percent of revenue, but it's not certain. It all depends where the opportunities are. And I think you know that we view it as our jobs to be opportunistic and not become married to any doctor. And as we say, our playbook is, in many ways, do not have a playbook.

Yes. I think that's right, Victor. This is Carlos. From my perspective, the goal or the mission that we have as an executive management team is to allocate capital in the most efficient and beneficial way for our shareholders. And that is really what Victor means with the opportunistic investments that we make. And there's no playbook, to his point, as to where we put those dollars in any one point in time. We have a very robust pipeline of opportunities that we continue to go through. And it doesn't -- it's not -- we're agnostic as to whether we spend money in Flight Support or Electronic Technologies so long as it has very strong cash flows for our investors as a result of the deal.

Carlos, I agree with that, and I'd even add more to that. Our -- all of the good companies we can -- none of the poor companies we can buy. And that we don't have acquisition clock. So if the opportunity is there, we'll take advantage of them at the right prices with the right company. And if they're not there, we're not going to do acquisitions just to get it done or to keep some artificial percentage relationship. Does that help?

Yes. Thank you very much. Congratulations for the quarter.

Your final question comes from the line of Colin Ducharme with Sterling Capital.

I'm sorry, I got on the call a bit late. You may have already covered this. But I'm just curious, was the AeroAntenna a competitive auction process? Or was that just you negotiating with that company and the broker?

Ultimately, it was just us and the investment banker. They had reached out to some companies. But ultimately, the seller, the owner, founder, seller manager and we decided that we wanted to do, together, a deal together. I think he could have done other things, but he chose us, which is typical of the acquisitions. And it wasn't, I would say, on economics solely. It was more on other factors, which brought us together.

Got you. Okay. And then just a quick follow-up in terms of the M&A function. A year or more ago, you had the Robertson Fuel Systems deal. If memory serves, that was -- the seller there was a financial sponsor. With the AAT deal, a bit of a different situation with the founder-owner looking for an exit -- or I'm sorry, not an exit, a liquidity opportunity. I apologize. As the law of large numbers dictates that HEICO needs bigger deals over time to "move the needle" I'm just curious if you could characterize that robust pipeline that Carlos touched on. Is the mix in terms of opportunities skewing towards these larger deals over time? Because we might -- may have looked at Robertson as kind of a one-off. But here, with the AAT deal, you've done one that's even larger.

I think -- this is Larry. Again, we're an opportunistic buyer. We will by companies that we fold in. We'll buy smaller ones. We'll reach for larger ones. It all depends upon the opportunity. As we get larger, that's correct. It takes a larger company to move the needle. But we're looking at -- we want good companies. There are lot of large companies that are not so good. We've been offered very big companies that we've considered, and they just made no sense, either because the price was too high or the margins were too low. It didn't fit our model. So I mean, we have the capability of buying significantly larger companies. However, you can imagine, internally, we have our own financial models, and we set our financing, our credit line and our borrowing to match what we [Technical Difficulty].

Hello?

Hello?

Hello? Yes, I apologize. I got cut off there.

Okay. So I don't know what the last thing you heard, but I think there are plenty of opportunities within the size, range that we buy. And remember, we're not looking for top line growth. We want bottom line growth. That's what we focus on, bottom line growth, cash flow margin. And we think there are plenty of opportunities over the next three to five years. I'm not trying to project out past three to five years. We take three to five years, and then we move it like a five-year plan. So there are plenty of opportunities.

Got you. Okay. And I know the call is getting long, so just a final wrap-up question. Also on the consolidation theme, but just curious in terms of how it's affecting the landscape around you. So Eric talks a lot about OEM pressure on airlines. But I'm curious, in the newer landscape that exists today, at least here in North America where we have a much more consolidated airline landscape, does the balance of power shift at all with that power play between the OEMs and the airlines, and there's a trend there with the lessors gaining share over time as well? And then probing that kind of theme from a different angle, we've got some consolidation elsewhere, for example, a rumored deal between Rockwell and Honeywell with avionics and other areas. I'm curious, if these landscapes continue to consolidate, does that change -- how does that change the market dynamic at all -- if at all, for HEICO? And kind of what's your view on how that develops over time and the effects on your business?

Thanks for your question. As I think we mentioned earlier in the call that consolidation generally has been favorable to HEICO for the reasons that you pointed out. And basically, as the airlines have more critical mass and are bigger buyers, they are able to exercise greater control. And I think some of the power shifts more over to that area for them. So, I think that probably is a good trend for HEICO. As far as the OEMs consolidating, that really hasn't had much of an impact on HEICO other than sometimes when there is consolidation and basically high prices are paid, those prices need to be -- high prices are paid for assets, those prices -- the costs need to be made up in terms of the increased profitability. And we all know that when somebody has total control over the spare parts pricing, that normally doesn't help reduce their customers' costs. So, I think, in general, both of those trends are positive to HEICO, but it's sort of hard to figure out exactly the specific benefits in each case.

There are no further questions at this time. I would now like to turn the floor back over to management for any further or closing remarks.

Well, this has been a long call and a lot of very good questions have come up. As you know, we remain available. If you have further questions, give us a call. If not, we look forward to speaking to you probably sometime in mid-December, where we'll have the full fiscal year 2017 plus the fourth quarter results. So have a very, very good Labor Day, a good fall, and we look forward to speaking to you in December. That's all we have for now.

Thank you. That does conclude today's conference call. You may now disconnect.