SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 28, 2008
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission
file number 1-7872
BREEZE-EASTERN CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
700 Liberty Avenue
Union, New Jersey
(Address of principal executive offices)
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95-4062211
(I.R.S. employer
identification no.)
07083
(Zip Code)
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Registrants telephone number, including area code: (908) 686-4000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
o
No
þ
As of October 30, 2008, the total number of outstanding shares of registrants one class of common
stock was 9,365,366.
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following unaudited, condensed Statements of Consolidated Operations, Consolidated Balance
Sheets, and Statements of Consolidated Cash Flows are of Breeze-Eastern Corporation and its
consolidated subsidiaries (collectively, the Company). These reports reflect all adjustments of
a normal recurring nature, which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods reflected therein. The results
reflected in the unaudited, condensed Statement of Consolidated Operations for the period ended
September 28, 2008, are not necessarily indicative of the results to be expected for the entire
fiscal year. The following unaudited, condensed Consolidated Financial Statements should be read
in conjunction with the notes thereto, and Managements Discussion and Analysis of Financial
Condition and Results of Operations set forth in Item 2 of Part I of this report, as well as the
audited financial statements and related notes thereto contained in the Companys Annual Report on
Form 10-K filed for the fiscal year ended March 31, 2008.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share and Per Share Data)
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Three Months Ended
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Six Months Ended
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September 28, 2008
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September 30, 2007
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September 28, 2008
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September 30, 2007
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Net sales
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$
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14,507
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$
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17,240
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$
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28,475
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$
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33,495
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Cost of sales
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8,637
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10,006
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16,583
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19,844
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Gross profit
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5,870
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7,234
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11,892
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13,651
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General, administrative and selling expenses
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4,636
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4,953
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8,863
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9,355
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Interest expense
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385
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892
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824
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1,824
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Other expense net
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51
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55
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88
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69
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Loss on extinguishment of debt
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551
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551
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Income before income taxes
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247
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1,334
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1,566
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2,403
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Income tax provision
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104
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533
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658
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961
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Net income
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$
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143
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$
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801
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$
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908
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$
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1,442
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Earnings per share:
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Basic:
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Net income per share:
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$
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0.02
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$
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0.09
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$
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0.10
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$
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0.16
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Diluted:
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Net income per share:
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$
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0.02
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$
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0.09
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$
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0.10
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$
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0.15
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Weighted average basic shares outstanding
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9,348,000
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9,312,000
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9,344,000
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9,299,000
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Weighted average diluted shares outstanding
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9,413,000
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9,406,000
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9,411,000
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9,391,000
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See notes to consolidated financial statements.
4
BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Data)
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(Unaudited)
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ASSETS
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September 28, 2008
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March 31, 2008
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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2,712
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$
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1,876
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Accounts receivable (net of allowance for doubtful accounts of
$104 at September 28, 2008 and $101 at March 31, 2008)
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13,532
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19,733
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Inventories
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24,562
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18,227
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Prepaid expenses and other current assets
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395
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410
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Deferred income taxes
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7,375
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7,545
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Total current assets
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48,576
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47,791
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PROPERTY:
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Property, plant and equipment
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12,847
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13,226
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Less accumulated depreciation and amortization
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8,776
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9,393
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Property , plant and equipment net
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4,071
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3,833
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OTHER ASSETS:
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Deferred income taxes
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13,471
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13,819
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Goodwill
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402
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402
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Real estate held for sale
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4,000
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4,000
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Other
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7,030
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6,345
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Total other assets
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24,903
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24,566
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TOTAL
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$
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77,550
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$
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76,190
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LIABILITIES AND STOCKHOLDERS EQUITY:
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CURRENT LIABILITIES:
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Revolving credit facility
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$
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2,400
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$
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2,920
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Current portion of long-term debt
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3,286
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3,057
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Accounts payable trade
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6,327
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3,934
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Accrued compensation
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2,610
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2,952
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Accrued income taxes
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80
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353
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Accrued interest
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108
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136
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Other current liabilities
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5,264
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5,895
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Total current liabilities
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20,075
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19,247
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LONG-TERM DEBT PAYABLE TO BANKS
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19,714
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19,849
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OTHER LONG-TERM LIABILITIES
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9,631
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10,202
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COMMITMENTS AND CONTINGENCIES (Note 10)
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STOCKHOLDERS EQUITY
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Preferred stock authorized, 300,000 shares; none issued
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Common stock authorized, 14,700,000 shares of $.01 par value; issued,
9,778,097 at September 28, 2008 and 9,751,315 shares at March 31, 2008
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97
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97
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Additional paid-in capital
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93,424
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93,090
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Accumulated deficit
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(58,671
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)
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(59,580
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)
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Accumulated other comprehensive loss
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(16
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)
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(16
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)
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34,834
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33,591
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Less treasury stock, at cost - 412,731 at September 28, 2008 and 412,323 shares at
March 31, 2008
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(6,704
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)
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(6,699
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)
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Total stockholders equity
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28,130
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26,892
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TOTAL
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$
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77,550
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$
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76,190
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See notes to consolidated financial statements.
5
BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars)
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Six months ended
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September 28, 2008
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September 30, 2007
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Cash flows from operating activities:
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Net income
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$
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908
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$
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1,442
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Adjustments to reconcile net income to net cash
provided by operating activities:
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Write off of unamortized loan fees
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223
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Depreciation and amortization
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700
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590
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Noncash interest expense, net
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42
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53
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Stock based compensation
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323
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297
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Provision for losses on accounts receivable
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3
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2
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Deferred taxes-net
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518
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893
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Changes in assets and liabilities :
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Decrease in accounts receivable and other receivables
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6,198
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1,259
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Increase in inventories
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(6,335
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)
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(2,771
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)
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Increase in other assets
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(81
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)
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(599
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)
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Increase in accounts payable
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2,412
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993
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Decrease in accrued compensation
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(342
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)
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(908
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)
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Decrease in income taxes payable
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(273
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)
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(78
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)
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Decrease in other liabilities
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(1,278
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)
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(261
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)
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Net cash provided by operating activities
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3,018
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912
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Cash flows from investing activities:
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Capital expenditures
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(920
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)
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(232
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)
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Capitalized project costs
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(376
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)
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Decrease in restricted cash
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4
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Net cash used in investing activities
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(1,296
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)
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(228
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)
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Cash flows from financing activities:
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Payments on long-term debt
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(22,906
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)
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(3,532
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)
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Proceeds from long-term debt and borrowings
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23,000
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Net (repayments) borrowings of other debt
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(520
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)
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925
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Payment of debt issue costs
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(467
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)
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Expenses related to the private placement of common stock
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(5
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)
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Exercise of stock options
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7
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65
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Net cash used in financing activities
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(886
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)
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(2,547
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)
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Increase (decrease) in cash
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836
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(1,863
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)
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Cash at beginning of period
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1,876
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|
|
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2,127
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Cash at end of period
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$
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2,712
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$
|
264
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Supplemental information:
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Interest payments
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$
|
778
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$
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1,790
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Income tax payments
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$
|
418
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$
|
147
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Non-cash financing activity for stock option exercise
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$
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$
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210
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Non-cash investing activity for capitalized project costs
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$
|
14
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$
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210
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Non-cash investing activity for additions to property,
plant and equipment
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$
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141
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|
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$
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252
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|
|
See notes to consolidated financial statements.
6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.
Earnings Per Share
The computation of basic earnings per share is based on the weighted-average number of common
shares outstanding. The computation of diluted earnings per share assumes the foregoing and,
in addition, the exercise of all dilutive stock options using the treasury stock method.
The components of the denominator for basic earnings per common share and diluted earnings
per common share are reconciled as follows:
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Three Months Ended
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Six Months Ended
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September 28,
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September 30,
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September 28,
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September 30,
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2008
|
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|
2007
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|
2008
|
|
|
2007
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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Basic Earnings per
Common Share:
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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Weighted-average common
stock outstanding for basic
earnings per share calculation
|
|
|
9,348,000
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|
|
|
9,312,000
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|
|
9,344,000
|
|
|
|
9,299,000
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
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Diluted Earnings per
Common Share:
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted-average common
shares outstanding
|
|
|
9,348,000
|
|
|
|
9,312,000
|
|
|
|
9,344,000
|
|
|
|
9,299,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Stock options*
|
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|
65,000
|
|
|
|
94,000
|
|
|
|
67,000
|
|
|
|
92,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common
stock outstanding for diluted
earnings per share calculation
|
|
|
9,413,000
|
|
|
|
9,406,000
|
|
|
|
9,411,000
|
|
|
|
9,391,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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*
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|
During the three and six month periods ended September 28, 2008, options to purchase 164,000
shares of common stock and during the three and six month periods ended September 30, 2007,
options to purchase 26,000 and 64,000 shares of common stock, respectively, were not included
in the computation of diluted earnings per share because the exercise prices of the options
were greater than the average market price of the common share.
|
7
NOTE 2.
Stock-Based Compensation
Net income for the three and six month periods ended September 28, 2008 includes $94,000 net of
tax, or $0.01 per diluted share, and $187,000 net of tax, or $0.02 per diluted share, respectively,
of stock based compensation expense. Net income for the three and six month periods ended September
30, 2007 includes $80,000 net of tax, or $0.01 per diluted share, and $178,000 net of tax, or $0.02
per diluted share, respectively, of stock based compensation expense. Stock based compensation
expense was recorded in general, administrative and selling expenses.
The Company maintains the Amended and Restated 1992 Long Term Incentive Plan (the 1992 Plan), the
1999 Long Term Incentive Plan (the 1999 Plan), the 2004 Long Term Incentive Plan (the 2004
Plan) and the 2006 Long Term Incentive Plan (the 2006 Plan).
Under the terms of the 2006 Plan, 500,000 shares of the Companys common stock may be granted as
stock options or awarded as restricted stock to officers, non-employee directors and certain
employees of the Company through July 2016. Under the terms of the 2004 Plan, 200,000 of the
Companys common shares may be granted as stock options or awarded as restricted stock to officers,
non-employee directors and certain employees of the Company through September 2014. Under the
terms of the 1999 Plan, 300,000 of the Companys common shares may be granted as stock options or
awarded as restricted stock to officers, non-employee directors and certain employees of the
Company through July 2009. The 1992 Plan expired in September 2002 and no grants or awards may be
made thereafter under the 1992 Plan, however, there remain outstanding unexercised options granted
in fiscal year 2000 and in fiscal year 2002 under the 1992 Plan.
Under each of the 1992, 1999, 2004 and 2006 Plans, option exercise prices equal the fair market
value of the common shares at the respective grant dates. Options granted prior to May 1999 to
officers and employees, and all options granted to non-employee directors, expire if not exercised
on or before five years after the date of the grant. Options granted beginning in May 1999 to
officers and employees expire no later than 10 years after the date of the grant. Options granted
to directors, officers and employees vest ratably over three years beginning one year after the
date of the grant. In the event of the occurrence of certain circumstances, including a change of
control of the Company as defined in the various Plans, vesting of options may be accelerated.
The weighted-average Black-Scholes value per option granted in fiscal 2009 and fiscal 2008 were
$4.52 and $6.80, respectively. The following assumptions were used in the Black-Scholes option
pricing model for options granted in fiscal 2009 and fiscal 2008. Expected volatilities are based
on historical volatility of the Companys common stock and other factors. The Company uses
historical data to estimate the expected term of the options granted. The risk-free rate for
periods within the contractual life of the option is based on the U.S. Treasury yield curve in
effect at the time of the grant. The Company has assumed no forfeitures due to the limited number
of employees at the executive and senior management level who receive stock options, past
employment history and current stock price projections.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
Dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Volatility
|
|
|
33.5
|
%
|
|
|
48.9
|
%
|
Risk-free interest rate
|
|
|
3.6
|
%
|
|
|
4.7
|
%
|
Expected term of options (in years)
|
|
|
7.0
|
|
|
|
7.0
|
|
8
The following table summarizes stock option activity under all plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
Approximate
|
|
Weighted
|
|
|
|
|
|
|
Intrinsic
|
|
Remaining
|
|
Average
|
|
|
Number
|
|
Value
|
|
Contractual
|
|
Exercise
|
|
|
of Shares
|
|
(in thousands)
|
|
Term (Years)
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008
|
|
|
380,911
|
|
|
$
|
738
|
|
|
|
6
|
|
|
$
|
9.90
|
|
Granted
|
|
|
82,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.60
|
|
Exercised
|
|
|
(1,000
|
)
|
|
$
|
4
|
|
|
|
|
|
|
$
|
7.05
|
|
Canceled or expired
|
|
|
( 7,000
|
)
|
|
|
|
|
|
|
|
|
|
$
|
11.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 28, 2008
|
|
|
454,911
|
|
|
$
|
651
|
|
|
|
6
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 28,
2008
|
|
|
303,411
|
|
|
$
|
651
|
|
|
|
5
|
|
|
$
|
9.40
|
|
Unvested options expected to become
exercisable after September 28, 2008
|
|
|
151,500
|
|
|
$
|
0
|
|
|
|
9
|
|
|
$
|
11.20
|
|
Shares available for future option
grants at
September 28, 2008 (a)
|
|
|
356,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
May be decreased by restricted stock grants.
|
Cash received from stock option exercises during the first six months of fiscal 2009 was
approximately $7,000. There was no tax benefit generated to the Company from options granted prior
to April 1, 2006 and exercised during the first six months of fiscal 2009.
As noted above, stock options granted to non-employee directors, officers and employees vest
ratably over three years beginning one year after the date of the grant. During the first six
months of fiscal 2009 and fiscal 2008, compensation expense associated with stock options was
approximately $191,000 and $206,000, respectively, before taxes of approximately $80,000 and
$83,000 respectively, and such expense was recorded in general, administrative and selling
expenses. As of September 28, 2008, there was approximately $0.7 million of unrecognized
compensation cost related to stock options granted but not yet vested that are expected to become
exercisable, which cost is expected to be recognized over a weighted-average period of 2.1 years.
It is the policy of the Company that the stock underlying option grants consist of authorized and
unissued shares available for distribution under the applicable Plan. Under the 1992, 1999, 2004
and 2006 Plans, the Incentive and Compensation Committee of the Board of Directors (made up of
independent Directors) may at any time offer to repurchase a stock option that is exercisable and
has not expired.
A summary of restricted stock award activity under all plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average Grant
|
|
|
Number of
|
|
Date
|
|
|
Shares
|
|
Fair Value
|
|
|
|
Non-vested at March 31, 2008
|
|
|
26,899
|
|
|
$
|
12.17
|
|
Granted
|
|
|
25,782
|
|
|
$
|
10.63
|
|
Vested
|
|
|
(20,369
|
)
|
|
$
|
12.36
|
|
Cancelled
|
|
|
(408
|
)
|
|
$
|
12.04
|
|
|
|
|
|
|
|
|
|
|
Non-vested at September 28, 2008
|
|
|
31,904
|
|
|
$
|
10.80
|
|
|
|
|
|
|
|
|
|
|
9
Restricted stock awards are utilized both for director compensation and awards to officers and
employees. Restricted stock awards are distributed in a single grant of shares, which shares are
subject to forfeiture prior to vesting and have voting and dividend rights from the date of
distribution. With respect to restricted stock awards to officers and employees, forfeiture and
transfer restrictions lapse ratably over three years beginning one year after the date of the
award. With respect to restricted stock awards granted to non-employee directors, the possibility
of forfeiture lapses after one year and transfer restrictions lapse on the date which is six months
after the director ceases to be a member of the board of directors. In the event of the occurrence
of certain circumstances, including a change of control of the Company as defined in the various
Plans, the lapse of restrictions on restricted stock may be accelerated.
The fair value of restricted stock awards is based on the market price of the stock at the grant
date and compensation cost is amortized to expense on a straight-line basis over the requisite
service period as stated above. The Company expects no forfeitures during the vesting period with
respect to unvested restricted stock awards granted. As of September 28, 2008, there was
approximately $306,000 of unrecognized compensation cost related to non-vested restricted stock
awards, which is expected to be recognized over a period of approximately 1.4 years.
NOTE 3.
Inventories
Inventories are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 28,
|
|
March 31,
|
|
|
2008
|
|
2008
|
|
|
|
Finished goods
|
|
$
|
|
|
|
$
|
|
|
Work in process
|
|
|
6,956
|
|
|
|
3,782
|
|
Purchased and manufactured parts
|
|
|
17,606
|
|
|
|
14,445
|
|
|
|
|
Total
|
|
$
|
24,562
|
|
|
$
|
18,227
|
|
|
|
|
NOTE 4.
Property and Related Depreciation
Property is recorded at cost. Provisions for depreciation are made on a straight-line basis over
the estimated useful lives of depreciable assets. Depreciation expense for the three and six month
periods ended September 28, 2008 was $0.3 million and $0.6 million, respectively, and for the three
and six month periods ended September 30, 2007, depreciation expense was $0.3 million and $0.5
million, respectively.
Average useful lives for property, plant and equipment are as follows:
|
|
|
|
|
Buildings
|
|
|
10 to 33 years
|
|
Machinery and equipment
|
|
|
3 to 10 years
|
|
Furniture and fixtures
|
|
|
3 to 10 years
|
|
Computer hardware and software
|
|
|
3 to 5 years
|
|
NOTE 5.
Product Warranty Costs
Equipment has a one year warranty for which a reserve is established using historical averages and
specific program contingencies when considered necessary. Changes in the carrying amount of
accrued product warranty costs for the six month period ended September 28, 2008 are summarized as
follows (in thousands):
|
|
|
|
|
Balance at March 31, 2008
|
|
$
|
397
|
|
Warranty costs incurred
|
|
|
(95
|
)
|
Change in estimates to pre-existing warranties
|
|
|
(166
|
)
|
Product warranty accrual
|
|
|
93
|
|
|
|
|
|
Balance at September 28, 2008
|
|
$
|
229
|
|
|
|
|
|
10
NOTE 6.
Income Taxes
At September 28, 2008, the Company has federal and state net operating loss carry forwards, or
NOLs, of approximately $29.2 million and $67.4 million, respectively, which are due to expire in
fiscal 2022 through fiscal 2025 and fiscal 2009 through fiscal 2012, respectively. The benefit of
the state NOLs due to expire in fiscal 2009 is approximately $4.5 million. These NOLs may be used
to offset future taxable income through their respective expiration dates and thereby reduce or
eliminate the federal and state income taxes otherwise payable. A corresponding valuation
allowance of $5.6 million has been established relating to the state NOLs, as it is managements
belief that it is more likely than not that a portion of the state NOLs are not realizable.
Failure to achieve sufficient taxable income to utilize the NOLs would require the recording of an
additional valuation allowance against some or all of the deferred tax assets.
If the Company does not generate adequate taxable earnings, some or all of our deferred tax assets
may not be realized. Additionally, changes to the federal and state income tax laws also could
impact its ability to use the NOLs. In such cases, the Company may need to revise the valuation
allowance established related to deferred tax assets for state purposes.
The Internal Revenue Code of 1986, as amended (the Code), imposes significant limitations on the
utilization of NOLs in the event of an ownership change as defined under section 382 of the Code
(the Section 382 Limitation). The Section 382 Limitation is an annual limitation on the amount
of pre-ownership NOLs that a corporation may use to offset its post-ownership change income. The
Section 382 Limitation is calculated by multiplying the value of a corporations stock immediately
before an ownership change by the long-term tax-exempt rate (as published by the Internal Revenue
Service). Generally, an ownership change occurs with respect to a corporation if the aggregate
increase in the percentage of stock ownership by value of that corporation by one or more 5%
shareholders (including specified groups of shareholders who, in the aggregate, own at least 5% of
that corporations stock) exceeds 50 percentage points over a three-year testing period. The
Company believes that it has not gone through an ownership change that would cause its NOLs to be
subject to the Section 382 Limitation.
The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation
(FIN) No. 48, Accounting for Uncertainty in Income Taxes, on April 1, 2007. As required by
FIN No. 48, which clarifies Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority would more likely than not sustain
the position following an audit. For tax positions meeting the more-likely-than-not threshold, the
amount recognized in the financial statements is the largest benefit that has a greater than 50
percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At
September 28, 2008, the Company has a balance of $350,000 for unrecognized tax benefits that, if
ultimately realized, will reduce the Companys annual effective tax rate. An examination by the
Internal Revenue Service of the Companys federal income tax returns for fiscal 2006 began in the
first quarter of fiscal 2009. No material changes to the unrecognized tax benefit balance occurred
during the six month period ended September 28, 2008.
The Company recognizes interest and penalties related to unrecognized tax benefits within the
income tax expense line in the accompanying condensed Statement of Consolidated Operations.
Accrued interest and penalties are included within the related tax liability line in the
consolidated balance sheet.
11
NOTE 7.
Debt
Debt payable to banks, including current maturities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September
28, 2008
|
|
|
March
31, 2008
|
|
Senior Credit Facility
|
|
$
|
25,400
|
|
|
$
|
25,826
|
|
|
Less current maturities
|
|
|
5,686
|
|
|
|
5,977
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
19,714
|
|
|
$
|
19,849
|
|
|
|
|
|
|
|
|
Senior Credit Facility-
On August 28, 2008, the Company refinanced and paid in full the Former
Senior Credit Facility (as defined below) with a new 60 month, $33.0 million senior credit facility
consisting of a $10.0 million revolving line of credit and term loans totaling $23.0 million (the
Senior Credit Facility). The blended interest rate at September 28, 2008, on the Senior Credit
Facility was 4.58%. As a result of this refinancing, in the second quarter the Company recorded a
pre-tax charge $0.6 million consisting of $0.2 million for the write-off of unamortized debt issue
costs and $0.4 million for the payment of a pre-payment premium. The term loan requires quarterly
principal payments of approximately $0.8 million over the term of the loan commencing October 2008.
The remainder of the term loan is due at maturity. Accordingly, the balance sheet reflects $3.3
million of current maturities due under the term loan of the Senior Credit Facility as of September
28, 2008.
The Senior Credit Facility bears interest at either the Base Rate or the London Interbank Offered
Rate (LIBOR) plus in each case applicable margins based on the Companys leverage ratio, which is
equal to the Companys consolidated total debt, calculated at the end of each fiscal quarter, to
consolidated EBITDA (the sum of net income, depreciation, amortization, other non-cash charges to
net income, interest expense and income tax expense minus charges related to the refinancing of
debt minus non-cash credits to net income) calculated at the end of such quarter for the four
quarters then ended). The Base Rate is the higher of the Prime Rate or the Federal Funds Open Rate
plus .50%. The applicable margins for the Base Rate based borrowings are between 0% and .75%. The
applicable margins for LIBOR based borrowings are between 1.25% and 2.25%. At September 28, 2008,
the Senior Credit Facility had a blended interest rate of 4.58%, all tied to LIBOR. In addition,
the Company is required to pay a commitment fee of .375% on the average daily unused portion of the
revolving portion of the Senior Credit Facility. The Senior Credit Facility requires the Company
to enter into an interest rate swap for a term of at least three years in an amount not less than
50% for the first two years and 35% for the third year of the aggregate amount of the term loan,
which is discussed below.
The Senior Credit Facility is secured by all of the assets of the Company and allows the Company to
issue letters of credit against the total borrowing capacity of the facility. At September 28,
2008, there was $2.4 million in outstanding borrowings, $0.8 million in outstanding (standby)
letters of credit, and $6.8 million in availability under the revolving portion of the Senior
Credit Facility. At September 28, 2008, the Company was in compliance with the provisions of the
Senior Credit Facility.
Interest Rate Swap
The Senior Credit Facility requires the Company enter into an interest rate swap for a term of at
least three years in an amount not less than 50% for the first two years and 35% for the third year
in each case , of the aggregate amount of the term loan. The interest rate swap, a type of
derivative financial instrument, is used to manage interest costs and minimize the effects of
interest rate fluctuations on cash flows associated with the term portion of the Senior Credit
Facility. The Company does not use derivatives for trading or speculative purposes. In September,
2008, the Company entered into a three year interest rate swap to exchange floating rate for fixed
rate interest payments to hedge against interest rate changes on the term portion of the Companys
Senior Credit Facility, as required by the loan agreement executed as part of the Senior Credit
Facility. The net effect of the spread between the floating rate (30 day LIBOR) and the fixed rate
(3.25%), is settled monthly, and will be reflected as an adjustment to interest
12
expense in the period incurred. No gain or loss relating to the interest rate swap was recognized
in earnings during the second quarter of fiscal 2009.
Former Senior Credit Facility
At March 31, 2008, the Company had a $50.0 million senior credit
facility consisting of a $10.0 million revolving credit facility, and two term loans of $20.0
million each, which had a blended interest rate of 6.82% (the Former Senior Credit Facility). The
terms of this facility required monthly principal payments of $0.2 million, an additional quarterly
principal payment of $50,000, and certain mandatory prepayment provisions which were linked to cash
flow. The remaining balance under this facility was due at maturity on May 1, 2012. The Company did
not have a mandatory prepayment under the Former Senior Credit Facility for fiscal 2008 due to the
pay down of principal made from the net proceeds received from the sale of the Companys
headquarters facility and plant in Union, New Jersey, which was completed in February 2008. The
Former Senior Credit Facility was secured by all of the assets of the Company.
NOTE 8.
Employee Benefit Plans
The Company has a defined contribution plan covering all eligible employees. Contributions are
based on certain percentages of an employees eligible compensation. Expenses related to this plan
were $0.2 million and $0.4 million for both the three and six month periods ended September 28,
2008 and September 30, 2007, respectively.
The Company provides postretirement benefits to certain union employees. The Company funds these
benefits on a pay-as-you-go basis. The measurement date is March 31.
In February 2002, the Companys subsidiary, Seeger-Orbis GmbH & Co. OHG, now known as
TransTechnology Germany GmbH (the Selling Company), sold its retaining ring business in Germany
to Barnes Group Inc. (Barnes). As German law prohibits the transfer of unfunded pension
obligations which have vested for retired and former employees, the legal responsibility for the
pension plan that related to the business (the Pension Plan) remained with the Selling Company.
At the time of the sale and subsequent to the sale, that pension liability was recorded based on
the projected benefit obligation since future compensation levels will not affect the level of
pension benefits. The relevant information for the Pension Plan is shown below under the caption
Pension Plan. The measurement date is December 31. Barnes has entered into an agreement with the
Company and its subsidiary, the Selling Company, whereby Barnes is obligated to administer and
discharge the pension obligation as well as indemnify and hold the Selling Company and the Company
harmless from these pension obligations. Accordingly, the Company has a recorded asset equal to the
benefit obligation for the Pension Plan of $3.9 million at September 28, 2008 and March 31, 2008.
This asset is included in other long-term assets and is restricted in use to satisfy the legal
liability associated with the Pension Plan.
13
The net periodic pension cost is based on estimated values provided by independent actuaries. The
following tables provide the components of the net periodic benefit cost (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
September 28,
|
|
|
September 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net
periodic benefit
costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
23
|
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net
(gain) loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic
benefit cost
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
23
|
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plan
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
September 28,
|
|
|
September 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net
periodic benefit
costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Cost
|
|
$
|
53
|
|
|
$
|
45
|
|
|
$
|
108
|
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net
(gain) loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic
benefit cost
|
|
$
|
53
|
|
|
$
|
45
|
|
|
$
|
108
|
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 9.
New Accounting Standards
In May 2008, FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, The
Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used in the preparation
of the financial statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162
became effective 60 days following approval by the Securities and Exchange Commission of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. The adoption of the provisions of SFAS
162 is not expected to have a material effect on the Companys financial position, results of
operations, or cash flows.
In March 2007, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, An Amendment of FASB Statement No. 133. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, does not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance, and cash flows.
Accordingly, SFAS No. 161 requires enhanced disclosures about an entitys derivative and hedging
activities and thereby improves the transparency of financial reporting.
14
SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The
adoption of the provisions of SFAS 161 is not expected to have a material effect on the Companys
financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS
141R). SFAS 141R will significantly change the accounting for business combinations in a number of
areas including the treatment of contingent consideration, contingencies, acquisition costs,
research and development assets and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in a business
combination after the measurement period will impact income taxes. SFAS 141R is effective for
fiscal years beginning after December 15, 2008. The adoption of the provisions of SFAS 141R is not
expected to have a material effect on the Companys financial position, results of operations, or
cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, An Amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of
a subsidiary. It also amends certain of ARB 51s consolidation procedures for consistency with the
requirements of SFAS 141R. SFAS 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. The statement shall be applied
prospectively as of the beginning of the fiscal year in which the statement is initially adopted.
The adoption of the provisions of SFAS 160 is not expected to have a material effect on the
Companys financial position, results of operations, or cash flows.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, providing companies with an option to report selected financial assets and
liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring related assets and
liabilities differently. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create artificial volatility
in earnings. SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling
companies to report related assets and liabilities at fair value, which would likely reduce the
need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities. SFAS 159
requires companies to provide additional information that will help investors and other users of
financial statements to more easily understand the effect of the Companys choice to use fair value
on its earnings. It also requires entities to display the fair value of those assets and
liabilities for which the Company has chosen to use fair value on the face of the balance sheet.
The effective date of SFAS 159 for the Company is April 1, 2008. The adoption of the provisions of
SFAS 159 is not expected to have a material effect on the Companys financial position, results of
operations, or cash flows.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R). SFAS 158
requires companies to recognize a net asset for a defined benefit postretirement pension or
healthcare plans over funded status or a net liability for a plans under funded status in its
balance sheet. SFAS 158 also requires companies to recognize changes in the funded status of a
defined benefit postretirement plan in accumulated other comprehensive income in the year in which
the changes occur. SFAS 158 was adopted on March 31, 2007. See Note 8 of Notes to Unaudited
Consolidated Financial Statements which is included elsewhere in this Report related to the
adoption of SFAS158. Additionally, SFAS 158 requires companies to measure plan assets and benefit
obligations as of the date of our fiscal year end balance sheet, which is consistent with the
Companys current practice. This requirement is effective for fiscal years ending after December
15, 2008. The adoption of the provisions of SFAS 158 is not expected to have a material effect on
the Companys financial position, results of operations, or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective
for fiscal years beginning after
15
November 15, 2007. The adoption of the provisions of SFAS 157 did not have a material effect on
the Companys financial position, results of operations, or cash flows.
NOTE 10.
Contingencies
Environmental Matters
. The Company evaluates the exposure to environmental liabilities using a
financial risk assessment methodology, including a system of internal environmental audits and
tests, and outside consultants. This risk assessment includes the identification of risk
events/issues, including potential environmental contamination at Company and off-site facilities;
characterizes risk issues in terms of likelihood, consequences and costs, including the year(s)
when these costs could be incurred; analyzes risks using statistical techniques; and, constructs
risk cost profiles for each site. Remediation cost estimates are prepared from this analysis and
are taken into consideration in developing project budgets from third party contractors. Although
the Company takes great care in the development of these risk assessments and future cost
estimates, the actual amount of the remediation costs may be different from those estimated as a
result of a number of factors including: changes to government regulations or laws; changes in
local construction costs and the availability of personnel and materials; unforeseen remediation
requirements that are not apparent until the work actually commences; and other similar
uncertainties. The Company does not include any unasserted claims that it might have against
others in determining the liability for such costs, and, except as noted with regard to specific
cost sharing arrangements, has no such arrangements, nor has the Company taken into consideration
any future claims against insurance carriers that it might have in determining its environmental
liabilities. In those situations where the Company is considered a de minimis participant in a
remediation claim, the failure of the larger participants to meet their obligations could result in
an increase in the Companys liability with regard to such a site.
The Company continues to participate in environmental assessments and remediation work at eleven
locations, including certain former facilities. Due to the nature of environmental remediation and
monitoring work, such activities can extend for up to 30 years, depending upon the nature of the
work, the substances involved, and the regulatory requirements associated with each site. In
calculating the net present value (where appropriate) of those costs expected to be incurred in the
future, the Company used a discount rate of 4.48%, which is the 20 year Treasury Bill rate at the
end of the fiscal second quarter and represents the risk free rate for the 20 years those costs are
expected to be paid. The Company believes that the application of this rate produces a result
which approximates the amount that would hypothetically satisfy the Companys liability in an
arms-length transaction. Based on the above, the Company estimates the current range of
undiscounted cost for remediation and monitoring to be between $5.4 million and $9.4 million with
an undiscounted amount of $6.6 million to be most probable. Current estimates for expenditures,
net of recoveries pursuant to cost sharing agreements, for each of the five succeeding fiscal years
are $1.6 million, $0.6 million, $1.4 million, $0.8 million, and $0.6 million, respectively, with
$1.6 million payable thereafter. Of the total undiscounted costs, the Company estimates that
approximately 50% will relate to remediation activities and that 50% will be associated with
monitoring activities.
The Company estimates that the potential cost for implementing corrective action at nine of these
sites will not exceed $0.5 million in the aggregate, payable over the next several years, and has
provided for the estimated costs, without discounting for present value, in the Companys accrual
for environmental liabilities. In the first quarter of fiscal 2003, the Company entered into a
consent order for a former facility in New York, which is currently subject to a contract for sale,
pursuant to which the Company has developed a remediation plan for review and approval by the New
York Department of Environmental Conservation. Based upon the characterization work performed to
date, the Company has accrued estimated costs of approximately $1.6 million without discounting for
present value. The amounts and timing of such payments are subject to the approved remediation
plan.
The environmental cleanup plan the Company presented during the fourth quarter of fiscal 2000 for a
portion of a site in Pennsylvania which continues to be owned by the Company, although the related
business has been sold, was approved during the third quarter of fiscal 2004. This plan was
submitted pursuant to the Consent Order and Agreement with the Pennsylvania Department of
Environmental Protection (PaDEP) concluded in fiscal 1999. Pursuant to the Consent Order, upon
its execution the Company paid $0.2 million for past costs, future oversight expenses and in full
settlement of claims made by PaDEP related to the environmental remediation of the site with an
additional $0.2 million paid in fiscal 2001. A second Consent Order was concluded with PaDEP in
the third
16
quarter of fiscal 2001 for another portion of the site, and a third Consent Order for the remainder
of the site was concluded in the third quarter of fiscal 2003 (the 2003 Consent Order). An
environmental cleanup plan for the portion of the site covered by the 2003 Consent Order was
presented during the second quarter of fiscal 2004. The Company is also administering an agreed
settlement with the Federal government, concluded in the first quarter of fiscal 2000, under which
the government pays 50% of the direct and indirect environmental response costs associated with a
portion of the site. The Company also concluded an agreement in the first quarter of fiscal 2006,
under which the Federal government paid an amount equal to 45% of the estimated environmental
response costs associated with another portion of the site. No future payments are due under this
second agreement. At September 28, 2008, the cleanup reserve was $2.4 million based on the net
present value of future expected cleanup and monitoring costs and is net of expected reimbursement
by the Federal Government of $0.5 million. The aggregate undiscounted amount associated with the
estimated environmental response costs for the site in Pennsylvania is $3.4 million. The Company
expects that remediation at this site, which is subject to the oversight of the Pennsylvania
authorities, will not be completed for several years, and that monitoring costs, although expected
to be incurred over twenty years, could extend for up to thirty years.
In addition, the Company has been named as a potentially responsible party in four environmental
proceedings pending in several states in which it is alleged that the Company is a generator of
waste that was sent to landfills and other treatment facilities. Such properties generally relate
to businesses which have been sold or discontinued. The Company estimates that expected future
costs, and the estimated proportional share of remedial work to be performed associated with these
proceedings, will not exceed $0.1 million without discounting for present value and has provided
for these estimated costs in the Companys accrual for environmental liabilities.
Litigation
. The Company is also engaged in various other legal proceedings incidental to its
business. Management is of the opinion that, after taking into consideration information furnished
by our counsel, these matters will not have a material effect on the consolidated financial
position, results of operations, or cash flows of the Company in future periods.
NOTE 11.
Segment, Geographic Location and Customer Information
The Company has three operating segments which it aggregates into one reportable segment;
sophisticated lifting equipment for specialty aerospace and defense applications. The operating
segments are Hoist and Winch, Cargo Hooks, and Weapons Handling. The nature of the production
process (assemble, inspect, and test) is similar for each operating segment, as are the customers
and the methods of distribution for the products.
Revenues from the three operating segments for the three and six month periods ended September 28,
2008 and September 30, 2007 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
September 28,
|
|
|
September 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hoist and Winch
|
|
$
|
9,137
|
|
|
$
|
12,286
|
|
|
$
|
17,696
|
|
|
$
|
24,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cargo Hooks
|
|
|
1,865
|
|
|
|
3,866
|
|
|
|
5,656
|
|
|
|
6,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weapons Handling
|
|
|
2,271
|
|
|
|
879
|
|
|
|
2,809
|
|
|
|
2,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Sales
|
|
|
1,234
|
|
|
|
209
|
|
|
|
2,314
|
|
|
|
547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,507
|
|
|
$
|
17,240
|
|
|
$
|
28,475
|
|
|
$
|
33,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
During the three and six month periods ended September 28, 2008, net sales to one customer
accounted for 18% and 23%, respectively, of total revenues and another accounted for 16% and 23%,
respectively, of total revenues. A third customer accounted for 17% and 15% of total revenues for
the three and six month period ended September 28, 2008, respectively. During the three and six
month periods ended September 30, 2007, 48% and 44% of net sales, respectively, were distributed
evenly to two major customers.
Net sales below show the geographic location of customers (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
September 28,
|
|
|
September 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
9,032
|
|
|
$
|
9,022
|
|
|
$
|
18,253
|
|
|
$
|
17,694
|
|
England
|
|
|
439
|
|
|
|
385
|
|
|
|
821
|
|
|
|
1,700
|
|
Italy
|
|
|
1,311
|
|
|
|
2,748
|
|
|
|
2,573
|
|
|
|
4,924
|
|
Other European
Countries
|
|
|
1,248
|
|
|
|
2,587
|
|
|
|
2,214
|
|
|
|
4,251
|
|
Pacific and Far East
|
|
|
1,109
|
|
|
|
883
|
|
|
|
1,607
|
|
|
|
1,514
|
|
Other non-United
States
|
|
|
1,368
|
|
|
|
1,615
|
|
|
|
3,007
|
|
|
|
3,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,507
|
|
|
$
|
17,240
|
|
|
$
|
28,475
|
|
|
$
|
33,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934:
Certain of the statements contained in the body of this Quarterly Report on Form 10-Q (the
Report) are forward-looking statements (rather than historical facts) that are subject to risks
and uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements. In the preparation of this Report, where such forward-looking
statements appear, the Company has sought to accompany such statements with meaningful cautionary
statements identifying important factors that could cause actual results to differ materially from
those described in the forward-looking statements.
Forward Looking Statements
Certain statements in this Report constitute forward-looking statements within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the
Acts). Any statements contained herein that are not statements of historical fact are deemed to
be forward-looking statements.
This Report contains forward-looking statements within the meaning of the federal securities laws,
including information regarding our fiscal 2009 financial outlook, future plans, objectives,
business prospects and anticipated financial performance. These forward-looking statements are not
statements of historical facts and represent only our current expectations regarding such matters.
These statements inherently involve a wide range of known and unknown uncertainties. Our actual
actions and results could differ materially from what is expressed or implied by these statements.
Specific factors that could cause such a difference include, but are not limited to, those set
forth below and other important factors disclosed previously and from time to time in our other
filings with the Securities and Exchange Commission. Given these factors, as well as other
variables that may affect our operating results, you should not rely on forward-looking statements,
assume that past financial performance will be a reliable indicator of future performance, nor use
historical trends to anticipate results or trends in future periods. We expressly disclaim any
obligation or intention to provide updates to the forward-looking statements and the estimates and
assumptions associated with them. Forward-looking statements are subject to the safe harbors
created in the Acts.
18
Any number of factors could affect future operations and results, including, without limitation,
competition from other companies; changes in applicable laws, rules, and regulations affecting the
Company in the locations in which it conducts its business; interest rate trends; a decrease in the
United States Government defense spending, changes in spending allocation or the termination,
postponement, or failure to fund one or more significant contracts by the United States Government;
determination by the Company to dispose of or acquire additional assets; general industry and
economic conditions; events impacting the U.S. and world financial markets and economies; and those
specific risks that are discussed or referenced elsewhere in this Report.
The Company undertakes no obligation to update publicly any forward-looking statements, whether as
a result of new information or future events.
General
We design, develop, manufacture, sell and service sophisticated lifting equipment for specialty
aerospace and defense applications. With over 50% of the global market, we have long been
recognized as the worlds leading designer, manufacturer, service provider and supplier of
performance-critical rescue hoists and cargo-hook systems. We also manufacture weapons-handling
systems, cargo winches, and tie-down equipment. Our products are designed to be efficient and
reliable in extreme operating conditions and are used to complete rescue operations and military
insertion/extraction operations, move and transport cargo, and load weapons onto aircraft and
ground-based launching systems. We have three operating segments which we aggregate into one
reportable segment. The operating segments are Hoist and Winch, Cargo Hooks, and Weapons Handling.
The nature of the production process (assemble, inspect, and test) is similar for each operating
segment, as are the customers and the methods of distribution for the products.
All references to years in the Managements Discussion and Analysis of Financial Condition and
Results of Operations refer to the fiscal year ended on or ending on March 31 of the indicated year
unless otherwise specified.
Results of Operations
Three
Months Ended September 28, 2008 Compared with Three Months Ended September 30, 2007 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
Increase (decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Equipment
|
|
$
|
7,467
|
|
|
$
|
9,461
|
|
|
$
|
(1,994
|
)
|
|
|
(21.1
|
)
|
Spare Parts
|
|
|
2,758
|
|
|
|
4,297
|
|
|
|
(1,539
|
)
|
|
|
(35.8
|
)
|
Overhaul and Repair
|
|
|
3,127
|
|
|
|
3,457
|
|
|
|
(330
|
)
|
|
|
(9.5
|
)
|
Engineering Services
|
|
|
1,155
|
|
|
|
25
|
|
|
|
1,130
|
|
|
|
4,520.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
14,507
|
|
|
|
17,240
|
|
|
|
(2,733
|
)
|
|
|
(15.9
|
)
|
Cost of Sales
|
|
|
8,637
|
|
|
|
10,006
|
|
|
|
(1,369
|
)
|
|
|
(13.7
|
)
|
Gross Profit
|
|
|
5,870
|
|
|
|
7,234
|
|
|
|
(1,364
|
)
|
|
|
(18.9
|
)
|
General,
administrative and
selling expenses
|
|
|
4,636
|
|
|
|
4,953
|
|
|
|
(317
|
)
|
|
|
(6.4
|
)
|
Interest expense
|
|
|
385
|
|
|
|
892
|
|
|
|
(507
|
)
|
|
|
(56.8
|
)
|
Loss on
extinguishment of
debt
|
|
|
551
|
|
|
|
|
|
|
|
551
|
|
|
|
N/A
|
|
Net income
|
|
$
|
143
|
|
|
$
|
801
|
|
|
$
|
(658
|
)
|
|
|
(82.1
|
)
|
Net Sales
. Our net sales decreased to $14.5 million in the second quarter of fiscal 2009, a
decrease of $2.7 million from net sales of $17.2 million in the second quarter of fiscal 2008. The
$2.0 million decrease in sales of new equipment for the second quarter of fiscal 2009 as compared
to the same period last year was driven primarily by lower shipments and order patterns of
customers in the hoist and winch and cargo hook operating segments. The
19
$0.7 million decrease in new equipment sales in the cargo hook operating segment was offset by $0.8
million of increased sales in the weapons handling operating segment, as we resumed shipments for
the High Mobility Artillery Rocket System (HIMARS).
In the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008, shipments of
spare parts in the hoist and winch and cargo hook operating segments decreased $0.9 million and
$1.2 million, respectively, but were partially offset by an increase in spare parts shipments of
$0.6 million in the weapons handling operating segment. The demand for spare parts remained weak
during the second quarter of fiscal 2009 due primarily, we believe, to the delay by the U.S.
Government in fully funding the war effort in Iraq and Afghanistan. This delay is the single
biggest factor impacting the shift in our sales mix.
The $1.1 million increase in engineering sales during the second quarter of fiscal 2009 as compared
to the second quarter of fiscal 2008 is all attributable to the weapons handling operating segment.
Specifically, it is the result of a contract for the design and development of a recovery winch
being developed for the U.S. Army under the Future Combat Systems (FCS) program. Sales during the
second quarter of fiscal 2009 in the overhaul and repair operating segment had a slight decrease of
$0.3 million as compared to the same period last year.
In recent years, our revenues in the second half of the fiscal year have generally exceeded
revenues in the first half of the fiscal year. The timing of U.S. Government awards, the
availability of U.S. Government funding and product delivery schedules are among the factors that
affect the period in which revenues are recorded. We expect this trend to continue in fiscal 2009.
Cost of Sales.
The three operating segments of hoist and winch, cargo hooks, and weapons handling
equipment have generated sales in three separate components: new equipment, overhaul and repair,
and spare parts, each of which has progressively better margins. Accordingly, the cost of sales as
a percent of sales will be affected by the weighting of these components to the total sales volume.
In the second quarter of fiscal 2009, the $8.6 million cost of sales as a percent of sales was
59.5%. In the second quarter of fiscal 2008, the $10.0 million cost of sales as a percent of sales
was 58.0%. This 1.5% increase in cost of sales as a percentage of sales in the second quarter of
fiscal 2009 as compared to the same period last year is the result of lower sales volume of new
equipment and spare parts in the hoist and winch and cargo hook operating segments.
Gross Profit
. As discussed in the Cost of Sales section above, the three components of sales in
each of the operating segments have margins reflective of the market. During the last four fiscal
years, the gross profit margin on new equipment was generally in the range of 31% to 35%, with
overhaul and repair 27% to 43% and spare parts ranging from 64% to 71%. The balance, or mix, of
this activity, in turn, will have an impact on overall gross profit and overall gross profit
margins. Our overall gross margin for the second quarter of fiscal 2009 was 41% compared to 42% for
the second quarter of fiscal 2008. This was principally the result of lower sales volume of new
equipment and spare parts in the hoist and winch and cargo hook operating segments.
General, administrative and selling expenses
. General, administrative and selling expenses for the
second quarter of fiscal 2009, as compared to the second quarter of fiscal 2008, decreased $0.3
million. This decrease was due to lower non-recurring engineering expenditures related to the
Companys Airbus A400M military transport aircraft project, marketing commissions, and one-time
costs associated with a threatened proxy contest that occurred and was settled during the second
quarter of fiscal 2008. These decreases were partially offset by higher internal research and
development costs.
Interest expense
. Interest expense decreased $0.5 million to $0.4 million in the second quarter of
fiscal 2009, as compared to $0.9 million in the second quarter of fiscal 2008. In the second
quarter of fiscal 2009, there was a decline in the overall effective interest rate of approximately
4% as compared to the second quarter of fiscal 2008, resulting from the refinancing of our Former
Senior Credit Facility in the second quarter of fiscal 2009 (see Senior Credit Facility section
below). The refinancing is expected to save us in excess of $1.0 million in interest expense in
fiscal 2009 as compared to fiscal 2008. The decline in the interest rate coupled with the reduction
of our former senior credit facility through cash flows from operations and proceeds from the sale
of the Companys Union, New
20
Jersey facility in the fourth quarter of fiscal 2008, caused the decrease in interest expense of
$0.5 million for the second quarter of fiscal 2009 as compared to the same prior year period.
Loss on Extinguishment of Debt.
In the second quarter of fiscal 2009, we refinanced and paid in
full the Former Senior Credit Facility with a new 60 month, $33.0 million Senior Credit Facility
consisting of a $10.0 million revolving credit facility, and term loans totaling $23.0 million. As
a result of this refinancing, in the second quarter of fiscal 2009, we recorded a pre-tax charge of
$0.6 million consisting of $0.2 million for the write-off of unamortized debt issue costs and $0.4
million for the payment of a pre-payment premium associated with the payoff of the Former Senior
Credit Facility.
Net Income
. We reported net income of $0.1 million in the second quarter of fiscal 2009 versus net
income of $0.8 million in the second quarter of fiscal 2008, resulting from the reasons discussed
above. Net income for the second quarter of fiscal 2009 included a pretax charge of $0.6 million
related to the refinancing of the Companys debt.
New orders
. New orders received during the second quarter of fiscal 2009 totaled $18.4 million, as
compared with $27.6 million in the second quarter of fiscal 2008. Orders for new equipment in the
hoist and winch operating segment decreased $12.1 million in the second quarter of fiscal 2009 as
compared to the second quarter of fiscal 2008. The decrease in orders for new equipment in the
hoist and winch operating segment is attributable to the timing of customer order patterns. This
decrease was partially offset by an increase in orders for new equipment in the cargo hook
operating segment and is mainly attributable to a $4.9 million order for the manufacture of the
cargo hook for the CH-47F Chinook helicopter.
New orders for overhaul and repair increased $0.4 million and $0.3 million in the cargo hook and
hoist and winch operating segments, respectively, during the second quarter of fiscal 2009 as
compared to the second quarter of fiscal 2008.
In the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008, new
orders for spare parts in the hoist and winch operating segment decreased approximately $1.1
million, and remained essentially unchanged on both the cargo hook and weapons handling operating
segments. The demand for spare parts remained weak during the second quarter of fiscal 2009 due, we
believe, primarily to the delay in fully funding the war effort in Iraq and Afghanistan. While we
remain confident that the unrealized portion of the anticipated spare part sales will eventually be
ordered, it is not clear at this time when that will happen.
Backlog
. Backlog at September 28, 2008 was $137.2 million, an increase of $12.9 million from the
$124.3 million at March 31, 2008. The increase in backlog is mainly attributable to a $5.1 million
order for the manufacture of the probe hoist for the MH-60R Naval Hawk and a $3.4 million order for
the manufacture of the electric rescue hoist system for the H-60 Black Hawk MEDEVAC helicopter, and
a $4.9 million order for the manufacture of the cargo hook for the CH-47F Chinook helicopter. The
backlog at September 28, 2008 includes approximately $65.0 million relating to the Airbus A400M
military transport aircraft, which is scheduled to commence shipping in late calendar 2009 and
continue through 2020. The product backlog varies substantially from time to time due to the size
and timing of orders. We measure backlog by the amount of products or services that our customers
have committed by contract to purchase from us as of a given date. Approximately $38.5 million of
backlog at September 28, 2008 is scheduled for shipment during the next twelve months. The
book-to-bill ratio is computed by dividing the new orders received during the period by the sales
for the period. A book-to-bill ratio in excess of 1.0 is potentially indicative of continued
overall growth in our sales. Our book to bill ratio for the second quarter of fiscal 2009 was 1.3
as compared to 1.6 for the second quarter of fiscal 2008. The decrease in the book to bill ratio
was directly related to the lower order intake during the second quarter of fiscal 2009, as
compared to the second quarter of fiscal 2008. Cancellations of purchase orders or reductions of
product quantities in existing contracts, although seldom occurring, could substantially and
materially reduce our backlog. Therefore, our backlog may not represent the actual amount of
shipments or sales for any future period.
21
Six Months Ended September 28, 2008 Compared with Six Months Ended September 30, 2007 (in
thousands)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
September 28,
|
|
|
September 30,
|
|
|
Increase (decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Equipment
|
|
$
|
13,746
|
|
|
$
|
18,011
|
|
|
$
|
(4,265
|
)
|
|
|
(23.7
|
)
|
Spare Parts
|
|
|
5,687
|
|
|
|
8,086
|
|
|
|
(2,399
|
)
|
|
|
(29.7
|
)
|
Overhaul and Repair
|
|
|
6,936
|
|
|
|
7,104
|
|
|
|
(168
|
)
|
|
|
(2.4
|
)
|
Engineering Services
|
|
|
2,106
|
|
|
|
294
|
|
|
|
1,812
|
|
|
|
616.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
28,475
|
|
|
|
33,495
|
|
|
|
(5,020
|
)
|
|
|
(15.0
|
)
|
Cost of Sales
|
|
|
16,583
|
|
|
|
19,844
|
|
|
|
(3,261
|
)
|
|
|
(16.4
|
)
|
Gross Profit
|
|
|
11,892
|
|
|
|
13,651
|
|
|
|
(1,759
|
)
|
|
|
(12.9
|
)
|
General,
administrative and
selling expenses
|
|
|
8,863
|
|
|
|
9,355
|
|
|
|
(492
|
)
|
|
|
(5.3
|
)
|
Interest expense
|
|
|
824
|
|
|
|
1,824
|
|
|
|
(1,000
|
)
|
|
|
(54.8
|
)
|
Loss on
extinguishment of
debt
|
|
|
551
|
|
|
|
|
|
|
|
551
|
|
|
|
N/A
|
|
Net income
|
|
$
|
908
|
|
|
$
|
1,442
|
|
|
$
|
(534
|
)
|
|
|
(37.0
|
)
|
Net Sales
. Sales of $28.5 million for the first six months of fiscal 2009 declined $5.0 million
from sales of $33.5 million in the first six months of fiscal 2008. The $4.3 million decrease in
sales of new equipment for the first six months of fiscal 2009 as compared to the same period last
year was driven by $3.7 million of lower shipments in the hoist and winch operating segment and
$0.5 million of lower shipments in the weapons handling operating segment. The decrease in new
equipment sales was attributable to lower shipment volume over the prior period and order patterns
of customers.
In the first six months of fiscal 2009 as compared to the same period last year, shipments of spare
parts in the hoist and winch and cargo hook operating segments decreased $2.3 million and $0.9
million, respectively, but were partially offset by an increase in spare parts shipments of $0.8
million in the weapons handling operating segment. The demand for spare parts remained weak during
the first six months of fiscal 2009 due primarily, we believe, to the delay by the U.S. Government
in fully funding the war effort in Iraq and Afghanistan. This delay is the single biggest factor
impacting the shift in our sales mix.
The $1.8 million net increase in engineering sales during the first six months of fiscal 2009 as
compared to the first six months of fiscal 2008 is attributable to the weapons handling operating
segment. Specifically, it is the result of a contract for the development and design of a recovery
winch being developed for the U.S. Army under the FCS program.
In recent years, our revenues in the second half of the fiscal year have generally exceeded
revenues in the first half of the fiscal year. The timing of U.S. Government awards, the
availability of U.S. Government funding and product delivery schedules are among the factors that
affect the period in which revenues are recorded. We expect this trend to continue in fiscal 2009.
Cost of Sales.
The three operating segments of hoist and winch, cargo hooks, and weapons handling
equipment have generated sales in three separate components: new equipment, overhaul and repair,
and spare parts, each of which has progressively better margins. Accordingly, the cost of sales as
a percent of sales will be affected by the weighting of these components to the total sales volume.
In the first six months of fiscal 2009, as compared to the first six months of fiscal 2008, the
cost of sales as a percent of sales decreased approximately 1%. This reflects an improvement
related to performance and product mix enhancement in both the new production and engineering
market segments, which have offset the volume decreases in the new production and spare parts
market segments we have experienced.
22
Gross Profit
. As discussed in the Cost of Sales section above, the three components of sales in
each of the operating segments have margins reflective of the market. During the last four fiscal
years, the gross profit margin on new equipment was generally in the range of 31% to 35%, overhaul
and repair 27% to 43% and spare parts ranging from 64% to 71%. The balance or mix of this
activity, in turn, will have an impact on gross profit and gross profit margins. The gross margin
of 42% for the first six months of fiscal 2009 as compared to 41% for the first six months of
fiscal 2008 reflects an improvement related to performance and product mix enhancement in both the
new production and engineering market segments, which have offset the volume decreases in the new
production and spare parts market segments we have experienced.
General, administrative and selling expenses
. General, administrative and selling expenses for the
first six months of fiscal 2009, as compared to the first six months of fiscal 2008, decreased $0.5
million. This decrease was due mainly to lower non-recurring engineering expenditures related to
the Companys Airbus A400M military transport aircraft project and one-time costs associated with a
threatened proxy contest that occurred and was settled during the second quarter of fiscal 2008.
These decreases were partially offset by higher internal research and development costs.
Interest expense
. Proceeds from the sale of the Companys Union, New Jersey facility in the fourth
quarter of fiscal 2008, required principal payments, and strong cash flows from operations allowed
us to reduce our Former Senior Credit Facility by approximately $14.7 million from the debt level
at September 30, 2007 compared to the total debt that was paid off at the refinancing on August 28,
2008. The decrease in interest expense of $1.0 million to $0.8 million in the first six months of
fiscal 2009, as compared to $1.8 million in the same period last year is the direct result of the
pay down of debt. In the second quarter of fiscal 2009, we completed the refinancing of our
existing debt (see Senior Credit Facility below). The refinancing is expected to save us in excess
of $1.0 million in interest expense in fiscal 2009 as compared to fiscal 2008.
Loss on Extinguishment of Debt.
In the second quarter of fiscal 2009, we refinanced and paid in
full the Former Senior Credit Facility with a new 60 month, $33.0 million Senior Credit Facility
consisting of a $10.0 million revolving credit facility, and term loans totaling $23.0. As a result
of this refinancing, in the second quarter of fiscal 2009, we recorded a pre-tax charge of $0.6
million consisting of $0.2 million for the write-off of unamortized debt issue costs and $0.4
million for the payment of a pre-payment premium associated with the payoff of the Former Senior
Credit Facility.
Net Income
. We reported net income of $0.9 million for the first six months of fiscal 2009 versus
net income of $1.4 million for the first six months of fiscal 2008, resulting from the reasons
discussed above. Net income for the first six months of fiscal 2009 included a pretax charge of
$0.6 million related to the refinancing of the Companys debt.
New orders
. New orders received during the first six months of fiscal 2009 totaled $41.4 million,
as compared with $35.8 million in the first six months of fiscal 2008. Orders for new equipment
increased $8.1 million in the cargo hook operating segment, which was the result of a $4.9 million
order for the manufacture of the cargo hook for the CH-47F Chinook helicopter. Orders for new
equipment in the hoist and winch operating segment decreased $3.0 million in the first six months
of fiscal 2008 as compared to the same period in the prior year, despite orders that were received
in the first quarter of fiscal 2009 for $5.1 million for the manufacture of the probe hoist for the
MH-60R Naval Hawk and a $3.4 million order for the manufacture of the electric rescue hoist system
for the H-60 Black Hawk MEDEVAC helicopter.
In the first six months of fiscal 2009 as compared to the first six months of fiscal 2008, orders
for overhaul and repair in both the hoist and winch and cargo hook operating segments increased
$0.3 million and $0.5 million respectively, and orders for engineering increased approximately $0.6
million.
Orders for spare parts in the hoist and winch operating segment decreased $1.5 million, but were
offset by an increase of approximately $0.4 million in the cargo hook operating segment. The demand
for spare parts remained weak during the first six months of fiscal 2009, due, we believe,
primarily to the delay by the U.S. Government in fully funding the war effort in Iraq and
Afghanistan. While we remain confident that the unrealized portion of the anticipated spare part
sales will eventually be ordered, it is not clear at this time when that will happen.
23
Backlog
. Backlog at September 28, 2008 was $137.2 million, an increase of $12.9 million from the
$124.3 million at March 31, 2008. The increase in backlog is mainly attributable to a $5.1 million
order for the manufacture of the probe hoist for the MH-60R Naval Hawk and a $3.4 million order for
the manufacture of the electric rescue hoist system for the H-60 Black Hawk MEDEVAC helicopter, and
a $4.9 million order for the manufacture of the cargo hook for the CH-47F Chinook helicopter. The
backlog at September 28, 2008 includes approximately $65.0 million relating to the Airbus A400M
military transport aircraft, which is scheduled to commence shipping in late calendar 2009 and
continue through 2020. The product backlog varies substantially from time to time due to the size
and timing of orders. We measure backlog by the amount of products or services that our customers
have committed by contract to purchase from us as of a given date. Approximately $38.5 million of
backlog at September 28, 2008 is scheduled for shipment during the next twelve months. The
book-to-bill ratio is computed by dividing the new orders received during the period by the sales
for the period. A book-to-bill ratio in excess of 1.0 is potentially indicative of continued
overall growth in our sales. Our book to bill ratio for the first six months of fiscal 2009 was
1.5 as compared to 1.1 for the first six months of fiscal 2008. The increase in the book to bill
ratio was directly related to the higher order intake during the first six months of fiscal 2009,
as compared to the first six months of fiscal 2008. Cancellations of purchase orders or reductions
of product quantities in existing contracts, although seldom occurring, could substantially and
materially reduce our backlog. Therefore, our backlog may not represent the actual amount of
shipments or sales for any future period.
Liquidity and Capital Resources
Our principal sources of liquidity are cash on hand, cash generated from operations, and our Senior
Credit Facility, as defined below. Our liquidity requirements depend on a number of factors, many
of which are beyond our control, including the timing of production under our contracts with the
U.S. Government. Our working capital needs fluctuate between periods as a result of changes in
program status and the timing of payments by program. Additionally, as our sales are generally
made on the basis of individual purchase orders, our liquidity requirements vary based on the
timing and volume of orders. Based on cash on hand, future cash expected to be generated from
operations and the Senior Credit Facility, we expect to have sufficient cash to meet our
requirements for at least the next twelve months, which includes the relocation of our headquarters
facility and plant as discussed below.
During the second quarter of fiscal 2009, we refinanced and paid in full the Former Senior Credit
Facility with a new 60 month, $33.0 million Senior Credit Facility consisting of a $10.0 million
revolving line of credit and term loans totaling $23.0 million. Through this facility, and assuming
stable interest rates, we expect to lower our annualized interest expense on our debt in fiscal
2009 by an amount in excess of $1.0 million. At September 28, 2008, there were $2.4 million in
outstanding borrowings, $0.8 million in outstanding (standby) letters of credit, and $6.8 million
in availability under the revolving portion of the Senior Credit Facility. At September 28, 2008,
we were in compliance with the provisions of the Senior Credit Facility.
In February, 2008, we completed the sale of our headquarters facility and plant in Union, New
Jersey. The sales price for the facility was $10.5 million and net proceeds at closing from the
sale of the facility of $9.8 million were applied to reduce our Former Senior Credit Facility. The
agreement of sale permits us to lease the facility for up to two years after closing, pending our
relocation to a new site. We are in the process of selecting a new site for our facilities that
will be better suited to our current and expected needs, and expect to initiate the relocation to
the new site in the first quarter of fiscal 2010.
Our common stock is listed on the NYSE Alternext U.S. (former American Stock Exchange) under the
trading symbol BZC.
Working Capital
Our working capital at September 28, 2008 was $28.5 million, unchanged as compared March 31, 2008.
The ratio of current assets to current liabilities was 2.4 to 1 at September 28, 2008 and 2.5 to 1
at March 31, 2008.
24
The major working capital changes during the first six months of fiscal 2009 resulted from an
increase in cash and cash equivalents of $0.8 million, a decrease in accounts receivable of $6.2
million, an increase in inventory of $6.3 million, an increase in accounts payable of $2.4 million,
a decrease in accrued compensation and accrued income tax of $0.3 million, respectively and a
decrease in other current liabilities of $0.6 million. In addition, the revolving portion of our
Senior Credit Facility decreased $0.5 million.
The decrease in accounts receivable reflects collection of amounts due from customers related to
the heavy shipments that occurred late in the fourth quarter of fiscal 2008. The increase in
inventory and accounts payable is due to parts being purchased in advance in order to meet the
anticipated shipping demands of the last six months of fiscal 2009. The decrease in accrued
compensation was primarily due to incentive payments made in the first quarter of fiscal 2009. The
decrease in accrued income tax was due to the payment of estimated taxes for alternative minimum
taxes. Lower commissions payable and warranty reserves accounted for the decrease in other current
liabilities. The decrease in the revolving portion of the Senior Credit Facility reflects the
strong cash flow produced in the first six months of fiscal 2009 derived from the collections on
accounts receivable as discussed above.
The number of days that sales were outstanding in accounts receivable decreased to 47.4 days at
September 28, 2008 from 67.3 days at March 31, 2008. The decrease in days was attributable to
higher shipments made in March of fiscal 2008 as compared to September of fiscal 2009. Inventory
turnover decreased to 1.6 turns at September 28, 2008 versus 1.8 turns at September 30, 2007. The
decrease in inventory turns is reflective of the higher inventory levels in order to meet the
shipping schedule in the last half of the fiscal year.
Capital Expenditures
Cash paid for our additions to property, plant and equipment was approximately $0.9 million for the
first six months of fiscal 2009, compared to $0.2 million for the first six months of fiscal 2008.
Additions to property, plant and equipment budgeted in fiscal 2009 total approximately $3.2 million
and include projected expenditures for the fit-out of the Companys new facility (See Liquidity
and Capital Resources, above).
Cash paid for capitalized project costs, representing qualification and proto-type units on several
programs, were approximately $0.4 million for the first six months of fiscal 2009 and will be
amortized on a per unit basis based on the shipping schedule. There were no capitalized project
costs for the first six months of fiscal 2008. Capitalized project costs budgeted in fiscal 2009
total approximately $2.9 million.
Senior Credit Facility
Senior Credit Facility
On August 28, 2008, we refinanced and paid in full the Former Senior
Credit Facility with a new 60 month, $33.0 million senior credit facility consisting of a $10.0
million revolving line of credit and term loans totaling $23.0 million (the Senior Credit
Facility). The blended interest rate at September 28, 2008, on the Senior Credit Facility was
4.58%. As a result of this refinancing, in the second quarter we recorded a pre-tax charge of $0.6
million consisting of $0.2 million for the write-off of unamortized debt issue costs and $0.4
million for the payment of a pre-payment premium. The term loan requires quarterly principal
payments of approximately $0.8 million over the term of the loan commencing October 2008. The
remainder of the term loan is due at maturity. Accordingly, the balance sheet reflects $3.3
million of current maturities due under the term loan of the Senior Credit Facility as of September
28, 2008.
The Senior Credit Facility bears interest at either the Base Rate or the London Interbank Offered
Rate (LIBOR) plus applicable margins based on our leverage ratio which is our consolidated total
debt, calculated at the end of each fiscal quarter to consolidated EBITDA (the sum of net income,
depreciation, amortization, other non-cash charges to net income, interest expense and income tax
expense minus charges related to the refinancing of debt minus non-cash credits to net income
calculated at the end of such quarter for the four quarters then ended). The Base Rate is the
higher of the Prime Rate or the Federal Funds Open Rate plus .50%. The applicable margins for the
Base Rate based borrowings are between 0% and .75%. The applicable margins for LIBOR based
borrowings are between 1.25% and 2.25%. At September 28, 2008, the Senior Credit Facility had a
blended interest rate of 4.58%, all tied to
25
LIBOR. In addition, we are required to pay a commitment fee of .375% on the average daily unused
portion of the revolving portion of the Senior Credit Facility. The Senior Credit Facility
requires we enter into an interest rate swap for a term of at least three years in an amount not
less than 50% for the first two years and 35% for the third year of the aggregate amount of the
term loan, which is discussed below.
The Senior Credit Facility is secured by all of our assets and allows us to issue letters of credit
against the total borrowing capacity of the facility. At September 28, 2008, there were $2.4
million in outstanding borrowings, $0.8 million in outstanding (standby) letters of credit, and
$6.8 million in availability under the revolving portion of the Senior Credit Facility. At
September 28, 2008, we were in compliance with the provisions of the Senior Credit Facility.
Interest Rate Swap
The Senior Credit Facility requires we enter into an interest rate swap for a term of at least
three years in an amount not less than 50% for the first two years and 35% for the third year, in
each case of the aggregate amount of the term loan. The interest rate swap, a type of derivative
financial instrument, is used to manage interest costs and minimize the effects of interest rate
fluctuations on cash flows associated with the term portion of the Senior Credit Facility. We do
not use derivatives for trading or speculative purposes. In September, 2008, we entered into a
three year interest rate swap to exchange floating rate for fixed rate interest payments to hedge
against interest rate changes on the term portion of our Senior Credit Facility, as required by the
loan agreement executed as part of the Senior Credit Facility. The net effect of the spread between
the floating rate (30 day LIBOR) and the fixed rate (3.25%), is settled monthly, and will be
reflected as an adjustment to interest expense in the period incurred. No gain or loss relating to
the interest rate swap was recognized in earnings during the second quarter of fiscal 2009.
Tax Benefits from Net Operating Losses
At September 28, 2008, we had federal and state net operating loss carry forwards, or NOLs, of
approximately $29.2 million and $67.4 million, respectively, which are due to expire in fiscal 2022
through fiscal 2025 and fiscal 2009 through fiscal 2012, respectively. The state NOLs due to
expire in fiscal 2009 is approximately $4.5 million against which we have a valuation allowance.
The NOLs may be used to offset future taxable income through their respective expiration dates and
thereby reduce or eliminate our federal and state income taxes otherwise payable. A corresponding
valuation allowance of $5.6 million has been established relating to the state NOLs, as it is
managements belief that it is more likely than not that a portion of the state NOLs are not
realizable. Failure to achieve sufficient taxable income to utilize the NOLs would require the
recording of an additional valuation allowance against some or all of the deferred tax assets.
The Internal Revenue Code of 1986, as amended (the Code) imposes significant limitations on the
utilization of NOLs in the event of an ownership change as defined under section 382 of the Code
(the Section 382 Limitation). The Section 382 Limitation is an annual limitation on the amount
of pre-ownership NOLs that a corporation may use to offset its post-ownership change income. The
Section 382 Limitation is calculated by multiplying the value of a corporations stock immediately
before an ownership change by the long-term tax-exempt interest rate (as published by the Internal
Revenue Service). Generally, an ownership change occurs with respect to a corporation if the
aggregate increase in the percentage of stock ownership by value of that corporation by one or more
5% shareholders (including specified groups of shareholders who in the aggregate own at least 5% of
that corporations stock) exceeds 50 percentage points over a three-year testing period. We
believe that we have not gone through an ownership change that would cause our NOLs to be subject
to the Section 382 Limitation.
If we do not generate adequate taxable earnings, some or all of the deferred tax assets represented
by our NOLs may not be realized. Additionally, changes to the federal and state income tax laws
also could impact our ability to use the NOLs. In such cases, we may need to revise the valuation
allowance established related to deferred tax assets for state purposes.
26
Summary Disclosure About Contractual Obligations and Commercial Commitments
The following table reflects a summary of our contractual cash obligations for the next several
fiscal years as of September 28, 2008 (in thousands):
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|
|
|
|
|
|
|
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|
|
Payments Due By Period
|
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
|
|
More Than
|
|
|
|
Total
|
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
Debt principal
repayments (a)
|
|
$
|
23,000
|
|
|
$
|
3,286
|
|
|
$
|
6,571
|
|
|
$
|
13,143
|
|
|
$
|
|
|
Estimated interest
payments on
long-term debt (b)
|
|
|
3,259
|
|
|
|
957
|
|
|
|
1,464
|
|
|
|
838
|
|
|
|
|
|
Operating leases
|
|
|
667
|
|
|
|
480
|
|
|
|
184
|
|
|
|
3
|
|
|
|
|
|
FIN48 obligations,
including interest
and penalties (c)
|
|
|
350
|
|
|
|
350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,276
|
|
|
$
|
5,073
|
|
|
$
|
8,219
|
|
|
$
|
13,984
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Obligations for long-term debt reflect the requirements of the term loan under the Senior
Credit Facility. See Note 7 of Notes to Unaudited Consolidated Financial Statements included
elsewhere in this Report.
|
|
(b)
|
|
Estimated interest payments on long-term debt reflect the scheduled interest payments of the
term loans under the Senior Credit Facility and assume an effective weighted average interest
rate of 4.58%, the Companys estimated blended interest rate at September 28, 2008.
|
|
(c)
|
|
The FIN 48 obligations shown in the table above represents unrecognized tax benefits. See
Note 6 of Notes to Unaudited Consolidated Financial Statements included elsewhere in this
Report.
|
Inflation
While neither inflation nor deflation has had, and we do not expect it to have, a material impact
upon operating results, we cannot be certain that our business will not be affected by inflation or
deflation in the future.
Environmental Matters
We evaluate the exposure to environmental liabilities using a financial risk assessment
methodology, including a system of internal environmental audits and tests, and outside
consultants. This risk assessment includes the identification of risk events/issues, including
potential environmental contamination at Company and off-site facilities; characterizes risk issues
in terms of likelihood, consequences and costs, including the year(s) when these costs could be
incurred; analyzes risks using statistical techniques; and, constructs risk cost profiles for each
site. Remediation cost estimates are prepared from this analysis and are taken into consideration
in developing project budgets from third party contractors. Although we take great care in the
development of these risk assessments and future cost estimates, the actual amount of the
remediation costs may be different from those estimated as a result of a number of factors
including: changes to government regulations or laws; changes in local construction costs and the
availability of personnel and materials; unforeseen remediation requirements that are not apparent
until the work actually commences; and other similar uncertainties. We do not include any
unasserted claims that we might have
27
against others in determining the liability for such costs, and, except as noted with regard to
specific cost sharing arrangements, have no such arrangements, nor have we taken into consideration
any future claims against insurance carriers that we might have in determining our environmental
liabilities. In those situations where we are considered a de minimis participant in a remediation
claim, the failure of the larger participants to meet their obligations could result in an increase
in our liability with regard to such a site.
We continue to participate in environmental assessments and remediation work at eleven locations,
including certain former facilities. Due to the nature of environmental remediation and monitoring
work, such activities can extend for up to thirty years, depending upon the nature of the work, the
substances involved, and the regulatory requirements associated with each site. In calculating the
net present value (where appropriate) of those costs expected to be incurred in the future, we used
a discount rate of 4.48%, which is the 20 year Treasury Bill rate at the end of the fiscal second
quarter and represents the risk free rate for the 20 years those costs are expected to be paid. We
believe that the application of this rate produces a result which approximates the amount that
would hypothetically satisfy our liability in an arms-length transaction. Based on the above, we
estimate the current range of undiscounted cost for remediation and monitoring to be between $5.4
million and $9.4 million with an undiscounted amount of $6.6 million to be most probable. Current
estimates for expenditures, net of recoveries pursuant to cost sharing agreements, for each of the
five succeeding fiscal years are $1.6 million, $0.6 million, $1.4 million, $0.8 million, and $0.6
million respectively, with $1.6 million payable thereafter. Of the total undiscounted costs, we
estimate that approximately 50% will relate to remediation activities and that 50% will be
associated with monitoring activities.
We estimate that the potential cost for implementing corrective action at nine of these sites will
not exceed $0.5 million in the aggregate, payable over the next several years, and have provided
for the estimated costs, without discounting for present value, in our accrual for environmental
liabilities. In the first quarter of fiscal 2003, we entered into a consent order for a former
facility in New York, which is currently subject to a contract for sale, pursuant to which we have
developed a remediation plan for review and approval by the New York Department of Environmental
Conservation. Based upon the characterization work performed to date, we have accrued estimated
costs of approximately $1.6 million without discounting for present value. The amounts and timing
of such payments are subject to the approved remediation plan.
The environmental cleanup plan we presented during the fourth quarter of fiscal 2000 for a portion
of a site in Pennsylvania which continues to be owned, although the related business has been sold,
was approved during the third quarter of fiscal 2004. This plan was submitted pursuant to the
Consent Order and Agreement with the Pennsylvania Department of Environmental Protection (PaDEP)
concluded in fiscal 1999. Pursuant to the Consent Order, upon its execution we paid $0.2 million
for past costs, future oversight expenses and in full settlement of claims made by PaDEP related to
the environmental remediation of the site with an additional $0.2 million paid in fiscal 2001. A
second Consent Order was concluded with PaDEP in the third quarter of fiscal 2001 for another
portion of the site, and a third Consent Order for the remainder of the site was concluded in the
third quarter of fiscal 2003 (the 2003 Consent Order). An environmental cleanup plan for the
portion of the site covered by the 2003 Consent Order was presented during the second quarter of
fiscal 2004. We are also administering an agreed settlement with the Federal government, concluded
in the first quarter of fiscal 2000, under which the government pays 50% of the direct and indirect
environmental response costs associated with a portion of the site. We also concluded an agreement
in the first quarter of fiscal 2006, under which the Federal government paid an amount equal to 45%
of the estimated environmental response costs associated with another portion of the site. No
future payments are due under this second agreement. At September 28, 2008, the cleanup reserve
was $2.4 million based on the net present value of future expected cleanup and monitoring costs and
is net of expected reimbursement by the Federal Government of $0.5 million. The aggregate
undiscounted amount associated with the estimated environmental response costs for the site in
Pennsylvania is $3.4 million. We expect that remediation at this site, which is subject to the
oversight of the Pennsylvania authorities, will not be completed for several years, and that
monitoring costs, although expected to be incurred over twenty years, could extend for up to thirty
years.
In addition, we have been named as a potentially responsible party in four environmental
proceedings pending in several states in which it is alleged that we are a generator of waste that
was sent to landfills and other treatment
28
facilities. Such properties generally relate to businesses which have been sold or discontinued.
We estimate that expected future costs, and the estimated proportional share of remedial work to be
performed associated with these proceedings, will not exceed $0.1 million without discounting for
present value and we have provided for these estimated costs in our accrual for environmental
liabilities.
Litigation
We are also engaged in various other legal proceedings incidental to our business. It is our
opinion that, after taking into consideration information furnished by our counsel, these matters
will not have a material effect on our consolidated financial position, results of operations, or
cash flows in future periods.
Recently Issued Accounting Standards
In May 2008, FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, The
Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used in the preparation
of the financial statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162
became effective 60 days following approval by the Securities and Exchange Commission of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. The adoption of the provisions of SFAS
162 is not expected to have a material effect on our financial position, results of operations, or
cash flows.
In March 2007, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, An Amendment of FASB Statement No. 133. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, does not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance, and cash flows.
Accordingly, SFAS No. 161 requires enhanced disclosures about an entitys derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS 161 is effective for
fiscal years and interim periods beginning after November 15, 2008. The adoption of the provisions
of SFAS 161 is not expected to have a material effect on our financial position, results of
operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS
141R). SFAS 141R will significantly change the accounting for business combinations in a number of
areas including the treatment of contingent consideration, contingencies, acquisition costs,
research and development assets and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in a business
combination after the measurement period will impact income taxes. SFAS 141R is effective for
fiscal years beginning after December 15, 2008. The adoption of the provisions of SFAS 141R is not
expected to have a material effect on our financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, An Amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of
a subsidiary. It also amends certain of ARB 51s consolidation procedures for consistency with the
requirements of SFAS 141R. SFAS 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. The statement shall be applied
prospectively as of the beginning of the fiscal year in which the statement is initially adopted.
The adoption of the provisions of SFAS 160 is not expected to have a material effect on our
financial position, results of operations, or cash flows.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, providing companies with an option to report selected financial assets and
liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring related assets and
liabilities differently. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create artificial volatility
in
29
earnings. SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling
companies to report related assets and liabilities at fair value, which would likely reduce the
need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities. SFAS 159
requires companies to provide additional information that will help investors and other users of
financial statements to more easily understand the effect of the Companys choice to use fair value
on its earnings. It also requires entities to display the fair value of those assets and
liabilities for which the Company has chosen to use fair value on the face of the balance sheet.
The effective date of SFAS 159 for our Company is April 1, 2008. The adoption of the provisions of
SFAS 159 is not expected to have a material effect on our financial position, results of
operations, or cash flows.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R). SFAS 158
requires companies to recognize a net asset for a defined benefit postretirement pension or
healthcare plans over funded status or a net liability for a plans under funded status in its
balance sheet. SFAS 158 also requires companies to recognize changes in the funded status of a
defined benefit postretirement plan in accumulated other comprehensive income in the year in which
the changes occur. SFAS 158 was adopted on March 31, 2007. See Note 8 of Notes to Unaudited
Consolidated Financial Statements which is included elsewhere in this Report related to the
adoption of SFAS158. Additionally, SFAS 158 requires companies to measure plan assets and benefit
obligations as of the date of our fiscal year end balance sheet, which is consistent with our
current practice. This requirement is effective for fiscal years ending after December 15, 2008.
The adoption of the provisions of SFAS 158 is not expected to have a material effect on our
financial position, results of operations, or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective
for fiscal years beginning after November 15, 2007. The adoption of the provisions of SFAS 157 did
not have a material effect on our financial position, results of operations, or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to various market risks, primarily changes in interest rates associated with the
Senior Credit Facility.
In September, 2008, we entered into a three year interest rate swap to exchange floating rate for
fixed rate interest payments to hedge against interest rate changes on the term portion of our
Senior Credit Facility. As required by our Senior Credit Facility agreement, the interest rate swap
is for a term of three years for 50% for the first two years and 35% for the third year, in each
case of the aggregate amount of the term loan. The net effect of the spread between the floating
rate (30 day LIBOR) and the fixed rate (3.25%), is settled monthly, and will be reflected as an
adjustment to interest expense in the period incurred. As of September 28, 2008, the one month
LIBOR rate was approximately 2.93%, and an increase or decrease of 1% in the LIBOR rate will have
the effect of increasing or decreasing annual interest expense by approximately $0.1 million.
At September 28, 2008, $25.4 million of the Senior Credit Facility was tied to LIBOR and, as such,
a 1% increase or decrease will have the effect of increasing or decreasing annual interest expense
by approximately $0.3 million based on the amount outstanding under the facility at September 28,
2008.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Companys reports required under the Securities
Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that such information is
accumulated and communicated to the Companys management, including its
30
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
As of September 28, 2008, the Company carried out an evaluation under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and the
Companys Chief Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based on the foregoing, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures were effective.
There have been no changes in the Companys internal control over financial reporting (as defined
in Rule 13a-15f under the Securities Exchange Act of 1934, as amended) during the first six months
of the fiscal year to which this report relates that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are engaged in various legal proceedings incidental to our business. It is the opinion of
management that, after taking into consideration information furnished by our counsel, these
matters will not have a material effect on our consolidated financial position, results of
operations, or cash flows in future periods.
Item 1A.
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the
factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended March 31, 2008, as filed with the Securities and Exchange Commission, and incorporated herein
by reference, which factors could materially affect our business, financial condition, financial
results or future performance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its Annual Meeting of Shareholders on September 18, 2008. As of July 21, 2008,
the record date for determining the holders eligible to vote at the Annual Meeting, there were
9,344,514 shares of Common Stock outstanding.
(b) The following matters were voted upon at the meeting:
(i) The first item considered was the election of the directors of the Company to serve until the
next Annual Meeting of Shareholders and the election of successors. The results of the voting were
as follows:
|
|
|
|
|
|
|
|
|
Director Nominee
|
|
Votes For
|
|
Withheld
|
|
|
|
|
|
|
|
|
|
William H. Alderman
|
|
|
8,133,554
|
|
|
|
4,546
|
|
Charles W. Grigg
|
|
|
7,923,710
|
|
|
|
214,390
|
|
Jay R. Harris
|
|
|
8,133,323
|
|
|
|
4,777
|
|
William J. Recker
|
|
|
7,936,799
|
|
|
|
201,301
|
|
31
|
|
|
|
|
|
|
|
|
Director Nominee
|
|
Votes For
|
|
Withheld
|
Russell M. Sarachek
|
|
|
8,133,128
|
|
|
|
4,972
|
|
William M. Shockley
|
|
|
7,924,017
|
|
|
|
214,083
|
|
Frederick Wasserman
|
|
|
7,785,470
|
|
|
|
352,630
|
|
Robert L.G. White
|
|
|
8,133,615
|
|
|
|
4,485
|
|
(ii) The second item considered was the ratification of the Audit Committees selection of
Margolis & Company P.C. as the Companys independent registered public accounting firm for the
fiscal year ending March 31, 2009, which was approved with 8,134,214 shares voted in favor of such
proposal, 2,010 shares voted against such proposal, and holders of 1,876 shares abstained.
Item 6. Exhibits
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
BREEZE-EASTERN CORPORATION
(Registrant)
|
|
Dated: November 4, 2008
|
By:
|
/s/ Joseph F. Spanier
|
|
|
|
Joseph F. Spanier, Executive Vice President,
|
|
|
|
Chief Financial Officer and Treasurer *
|
|
|
|
|
|
*
|
|
On behalf of the Registrant and as Principal Financial and Accounting Officer.
|
32
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