SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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 June 30, 2010
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
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95-4062211
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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35 Melanie Lane
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Whippany, New Jersey
(Address of principal executive offices)
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07981
(Zip Code)
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Registrants telephone number, including area code: (973) 602-1001
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 has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
o
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 definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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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 July 30, 2010, the total number of outstanding shares of common stock was 9,396,130.
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The results reflected in the unaudited condensed consolidated Statement of Operations for the
period ended June 30, 2010 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, 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, 2010.
When the Company refers to its Fiscal year in this Quarterly Report on Form 10-Q, the Company is
referring to the Fiscal year ended on March 31
st
of that year. Thus the Company is
currently operating in its Fiscal year 2011, which commenced on April 1, 2010. Unless the context
expressly indicates a contrary intention, all references to years in this filing are to the
Companys Fiscal years.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
B
REEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Data)
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(Unaudited)
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(Audited)
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June 30, 2010
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March 31, 2010
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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2,361
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$
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3,371
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Accounts receivable (net of allowance for doubtful accounts
of $154 at June 30, 2010 and $150 at March 31, 2010)
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14,880
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12,102
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Tax refund receivable
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904
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904
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Inventories
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16,900
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17,365
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Prepaid expenses and other current assets
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537
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423
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Deferred income taxes
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5,609
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5,686
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Total current assets
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41,191
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39,851
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PROPERTY:
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Property and equipment
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17,216
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20,323
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Less accumulated depreciation and amortization
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7,939
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10,748
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Property net
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9,277
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9,575
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OTHER ASSETS:
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Deferred income taxes
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13,430
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13,718
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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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3,800
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3,800
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Other
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8,426
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8,762
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Total other assets
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26,058
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26,682
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TOTAL ASSETS
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$
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76,526
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$
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76,108
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LIABILITIES AND STOCKHOLDERS EQUITY
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CURRENT LIABILITES:
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Revolving credit facility
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$
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$
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Current portion of long-term debt
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3,286
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3,286
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Accounts payable trade
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6,160
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5,578
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Accrued compensation
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2,267
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2,286
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Accrued income taxes
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155
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114
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Other current liabilities
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3,552
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3,399
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Total current liabilities
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15,420
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14,663
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LONG-TERM DEBT, NET OF CURRENT PORTION
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13,964
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14,786
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OTHER LONG-TERM LIABILITIES
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18,583
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18,839
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COMMITMENTS AND CONTINGENCIES (Note 13)
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TOTAL LIABILITIES
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47,967
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48,288
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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 $.01 par
value; issued, 9,813,097 at June 30, 2010 and
March 31, 2009, respectively
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98
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98
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Additional paid-in capital
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94,734
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94,612
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Accumulated deficit
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(59,274
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(59,863
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Accumulated other comprehensive loss
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(254
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(285
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)
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35,304
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34,562
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Less treasury stock, at cost 416,386 at June 30, 2010
and 416,147
at March 31, 2010
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(6,745
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(6,742
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Total stockholders equity
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28,559
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27,820
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TOTAL LIABILITIES & STOCKHOLDERS EQUITY
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$
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76,526
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$
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76,108
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See notes to condensed consolidated financial statements.
4
BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share and Per Share Data)
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Three Months Ended
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June 30, 2010
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June 28, 2009
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Net sales
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$
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16,540
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$
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13,362
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Cost of sales
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10,407
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8,128
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Gross profit
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6,133
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5,234
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Selling, general, and administrative expenses
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4,629
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4,184
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Relocation expense
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211
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138
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Operating income
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1,293
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912
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Interest expense
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214
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234
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Other expense net
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64
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61
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Income before incomes taxes
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1,015
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617
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Income tax provision
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426
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259
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Net income
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$
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589
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$
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358
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Earnings per common share:
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Basic net income per share
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$
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0.06
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$
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0.04
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Diluted net income per share
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0.06
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0.04
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Weighted-average basic shares outstanding
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9,397,000
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9,365,000
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Weighted-average diluted shares outstanding
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9,412,000
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9,382,000
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See notes to condensed consolidated financial statements.
5
BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars)
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Three Months Ended
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June 30, 2010
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June 28, 2009
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Cash flows from operating activities:
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Net income
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$
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589
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$
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358
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Adjustments to reconcile net income to net cash provided by operating activities:
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Loss on disposal of property and equipment
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4
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Depreciation and amortization
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470
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359
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Non-cash interest expense
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108
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15
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Stock based compensation
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119
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176
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Provision for losses on accounts receivable
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4
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1
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Deferred taxes-net
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343
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222
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Changes in assets and liabilities:
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(Increase) decrease in accounts receivable and other receivables
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(2,782
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)
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5,050
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Decrease (increase) in inventories
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465
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(4,691
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)
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Decrease (increase) in other assets
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281
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(302
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)
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Increase in accounts payable
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582
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19
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(Decrease) increase in accrued compensation
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(19
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)
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79
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Increase (decrease) in accrued income taxes
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41
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(50
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)
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(Decrease) increase in other liabilities
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(158
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)
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79
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Net cash provided by operating activities
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47
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1,315
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Cash flows from investing activities:
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Capital expenditures
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(174
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)
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(843
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)
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Capitalized project costs
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(61
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)
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(114
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)
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Net cash used in investing activities
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(235
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)
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(957
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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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(822
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)
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(821
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)
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Net borrowings (repayments) of other debt
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Net cash used in financing activities
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(822
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)
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(821
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)
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Decrease in cash
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(1,010
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)
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(463
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)
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Cash at beginning of period
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3,371
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2,667
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Cash at end of period
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$
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2,361
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$
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2,204
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Supplemental information:
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Interest payments
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$
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162
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$
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198
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Income tax payments
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$
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42
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$
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87
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See notes to condensed consolidated financial statements.
6
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
NOTE 1.
Financial Presentation
The following unaudited, Condensed Consolidated Statements of Operations, Condensed Consolidated
Balance Sheets, and Condensed Consolidated Statements of 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.
Certain prior year amounts may have been reclassified to conform to the current period
presentation.
NOTE 2.
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 as well as
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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June 30,
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June 28,
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2010
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2009
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Basic Earnings per Common Share:
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Weighted-average common shares outstanding for
basic earnings per share calculation
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9,397,000
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9,365,000
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Diluted Earnings per Common Share:
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Weighted-average common shares outstanding
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9,397,000
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9,365,000
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Stock options (a)
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15,000
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17,000
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Weighted-average common shares outstanding for
diluted earnings per share calculation
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9,412,000
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9,382,000
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(a)
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During the three month periods ended June 30, 2010 and June 28, 2009, options to purchase
367,000 and 382,000 shares of common stock, respectively, were not included in the computation
of diluted earnings per share because the exercise prices of these options were greater than
the average market price of the common share.
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NOTE 3.
Stock-Based Compensation
The Company records stock-based compensation using a fair-value method in its condensed
consolidated financial statements. Currently, the Companys stock-based compensation relates to
restricted stock awards and stock options.
Net income for the three month periods ended June 30, 2010 and June 28, 2009, includes stock-based
compensation expense of $69 net of tax, or $0.01 per diluted share, and $102 net of tax, or $0.03
per diluted share, respectively. Stock based compensation expense is included in selling, general
and administrative expenses.
The Company maintains the Amended and Restated 1992 Long-Term Incentive Plan (the 1992 Plan), the
1999 Long-Term Incentive Plan (the 1999 Plan), the 2004 Long-Term Incentive Plan (the 2004
Plan), and the 2006 Long-Term Incentive Plan (the 2006 Plan).
Under the terms of the 2006 Plan, 500,000 shares of the Companys common stock may be granted as
stock options or awarded as restricted stock to officers, non-employee directors, and certain
employees of the Company through July 2016. Under the terms of the 2004 Plan, 200,000 shares of
the Companys common stock may be granted as stock options or awarded as restricted stock to
officers, non-employee directors, and certain employees of the Company through September 2014. The
1999 Plan expired in July 2009, and no further grants or awards may be made under this plan. Under
the 1999 Plan, there remain outstanding unexercised options granted in Fiscal years 2001, 2004,
2006 and 2008. The 1992 Plan expired in September 2002,
7
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
and no further grants or awards may be made under this plan. There remain outstanding unexercised
options granted 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. Prior to May 1999, options granted to
officers and employees and all options granted to non-employee directors expired if not exercised
on or before five years after the date of the grant. Beginning in May 1999, options granted 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 certain circumstances, including a change of control of the Company as
defined in the various Plans, option vesting may be accelerated.
The Black-Scholes weighted-average value per option granted in Fiscal 2011 was $2.41. In Fiscal
2010, the Black-Scholes weighted-average values per option granted were $2.52, $2.55, and $2.63.
The Black-Scholes option pricing model uses dividend yield, volatility, risk-free rate, expected
term, and forfeiture assumptions to value options granted in Fiscal 2011 and Fiscal 2010. Expected
volatilities are based on historical volatility of the Companys common stock and other factors.
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 uses historical data to
estimate the expected option term. The Company assumed no forfeitures because of the limited
number of employees at the executive and senior management levels who receive stock options, past
employment history, and current stock price projections. The Company uses the following
assumptions to estimate the fair value of option grants.
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2011 $2.41 value
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2010 $2.52 value
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2010 $2.55 value
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2010 $2.63 value
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per option
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per option
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per option
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per option
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Dividend yield
|
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|
0.0
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%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Volatility
|
|
|
30.19
|
%
|
|
|
32.6
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%
|
|
|
34.0
|
%
|
|
|
34.0
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%
|
Risk-free interest rate
|
|
|
3.2
|
%
|
|
|
3.1
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%
|
|
|
3.2
|
%
|
|
|
3.4
|
%
|
Expected term of options (in years)
|
|
|
7.0
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|
|
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7.0
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|
|
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7.0
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7.0
|
|
The following table summarizes stock option activity under all plans and other grants authorized by
the Board of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
Approximate
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Intrinsic
|
|
|
Remaining
|
|
|
Average
|
|
|
|
Number
|
|
|
Value
|
|
|
Contractual
|
|
|
Exercise
|
|
|
|
of Shares
|
|
|
(in thousands)
|
|
|
Term (Years)
|
|
|
Price
|
|
Outstanding at March 31, 2010
|
|
|
624,911
|
|
|
$
|
198
|
|
|
|
7
|
|
|
$
|
8.38
|
|
Granted
|
|
|
26,000
|
|
|
|
|
|
|
|
|
|
|
|
6.20
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled or expired
|
|
|
(48,000
|
)
|
|
|
|
|
|
|
|
|
|
|
8.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010
|
|
|
602,911
|
|
|
|
10
|
|
|
|
7
|
|
|
|
8.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at June 30, 2010
|
|
|
397,577
|
|
|
|
10
|
|
|
|
5
|
|
|
|
9.08
|
|
Unvested options expected to become
exercisable after June 30, 2010
|
|
|
205,334
|
|
|
|
|
|
|
|
9
|
|
|
|
6.70
|
|
Shares available for future option grants at June 30, 2010 (a)
|
|
|
185,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
May be decreased by restricted stock grants.
|
No options were exercised during the first three months of Fiscal 2011.
8
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
During the first three months of Fiscal 2011 and Fiscal 2010, stock option compensation expense
recorded in selling, general and administrative expenses was $63 and $109, respectively, before
taxes of $23 and $46, respectively. As of June 30, 2010, there was $438 of unrecognized
compensation cost related to stock options granted-but-not-yet-vested that are expected to become
exercisable. This cost is expected to be recognized over a weighted-average period of 2.1 years.
Except as otherwise authorized by the Board of Directors, it is the general policy of the Company
that the stock underlying the option grants consists 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 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
Number of Shares
|
|
|
Fair Value
|
|
Non-vested at March 31, 2010
|
|
|
37,984
|
|
|
$
|
6.43
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(1,899
|
)
|
|
|
11.61
|
|
Cancelled
|
|
|
( 239
|
)
|
|
|
11.07
|
|
|
|
|
|
|
|
|
|
Non-vested at June 30, 2010
|
|
|
35,846
|
|
|
|
6.12
|
|
|
|
|
|
|
|
|
|
Restricted stock awards are utilized both for director compensation and awards to officers and
employees, and are distributed in a single grant of shares which are subject to forfeiture prior to
vesting and have voting and dividend rights from the date of distribution. Restricted stock awards
to officers and employees have forfeiture and transfer restrictions that lapse ratably over three
years beginning one year after the date of the award.
Restricted stock awards granted to non-employee directors contain the possibility of forfeiture
lapses after one year and transfer restrictions lapse six months after the person ceases to be a
director. In certain circumstances, including a change of control of the Company as defined in the
various Plans, forfeiture lapses 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 expensed 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. During the first three months of Fiscal 2011 and Fiscal
2010, compensation expense related to restricted stock awards recorded in selling, general and
administrative expenses was $56 and $67, respectively, before taxes of $23 and $28, respectively.
As of June 30, 2010, there was approximately $26 of unrecognized compensation cost related to
non-vested restricted stock awards, which is expected to be recognized over a period of less than
one year.
NOTE 4.
Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2010
|
|
Finished goods
|
|
$
|
1,094
|
|
|
$
|
1,985
|
|
Work in process
|
|
|
5,266
|
|
|
|
6,133
|
|
Purchased and manufactured parts
|
|
|
13,128
|
|
|
|
11,785
|
|
|
|
|
|
|
|
|
|
|
|
19,488
|
|
|
|
19,903
|
|
Reserve for slow moving and obsolescence
|
|
|
(2,588
|
)
|
|
|
(2,538
|
)
|
|
|
|
|
|
|
|
Total
|
|
$
|
16,900
|
|
|
$
|
17,365
|
|
|
|
|
|
|
|
|
9
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
Inventory obsolescence is determined by identifying specific items based on the age of inventory
and by establishing a general reserve based on annual purchases. Analyzing inventory by age showed
little movement once items have aged five years; and historical trends showed that 1.1% of
purchases would eventually be scrapped.
NOTE 5.
Property, Equipment, and Related Depreciation
Property and equipment are recorded at cost, and equipment is depreciated on a straight-line basis
over its estimated economic useful life. Depreciation expense for the three month periods ended
June 30, 2010 and June 28, 2009 was $468 and $354, respectively.
Average estimated useful lives for property are as follows:
|
|
|
|
|
Machinery and equipment
|
|
|
3 to 10 years
|
|
Furniture and fixtures
|
|
|
3 to 10 years
|
|
Computer hardware and software
|
|
|
3 to 5 years
|
|
Leasehold improvements
|
|
10 years
|
|
The Company classified as real estate held for sale on the condensed consolidated balance sheets a
property currently under sales contract owned in Glen Head, New York. The sale of the property is
expected to be concluded upon completion of municipal approvals and soil remediation pursuant to
the remediation plan approved by the New York Department of Environmental Conservation. The net
sale proceeds are expected to be $3,800. See Note 13 for a discussion of environmental matters
related to this site.
NOTE 6.
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 three month period ended June 30, 2010 are summarized as follows:
|
|
|
|
|
Balance at March 31, 2010
|
|
$
|
179
|
|
Warranty costs incurred
|
|
|
( 41
|
)
|
Change in estimates to pre-existing warranties
|
|
|
( 1
|
)
|
Product warranty accrual
|
|
|
70
|
|
|
|
|
|
|
Balance at June 30, 2010
|
|
$
|
207
|
|
NOTE 7. Income Taxes
Income taxes for the three month period ended June 30, 2010 was computed using the effective tax
rate estimated to be applicable for the full Fiscal year, which is subject to ongoing review and
evaluation by management.
At June 30, 2010, the Company has federal and state net operating loss carry forwards, or NOLs, of
approximately $23,400 and $11,733, respectively, which are due to expire in fiscal 2022 through
fiscal 2030 and fiscal 2011 through fiscal 2017, respectively. These 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 valuation allowance of $265 has been
established relating to other items, as it is managements belief that it is more likely than not
that a portion of this deferred asset is not realizable.
At June 30, 2010, the current deferred tax assets are $5,609, and non-current deferred tax assets
are $13,430. If the Company does not generate adequate taxable earnings, some or all of our
deferred tax assets may not be realized. Additionally, changes to the federal and state income tax
laws also could impact its ability to use the NOLs. In such cases, the Company may need to revise
the valuation allowance established related to deferred tax assets for state purposes.
10
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
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 over the most recent three-year
testing period that would cause the Companys NOLs to be subject to the Section 382 Limitation.
However, given the Companys current ownership structure, the creation of one or more new 5%
shareholders could result in the Companys NOLs being subject to the Section 382 Limitation.
At June 30, 2010, the Company had no unrecognized tax benefits, and the Company does not expect the
liability for uncertain tax positions to increase during Fiscal 2011.
NOTE 8.
Long-Term Debt Payable to Banks
Long-term debt, including current maturities, consists of the following:
|
|
|
|
|
|
|
|
|
$ Thousands
|
|
June 30, 2010
|
|
|
March 31, 2010
|
|
Senior Credit Facility
|
|
$
|
17,250
|
|
|
$
|
18,072
|
|
Less current maturities
|
|
|
3,286
|
|
|
|
3,286
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
13,964
|
|
|
$
|
14,786
|
|
|
|
|
|
|
|
|
Senior Credit Facility
-
The Company has a 60-month, $33,000 senior credit facility consisting of a
$10,000 revolving line of credit and, at the inception of the credit agreement in August 2008, term
loans totaling $23,000 (the Senior Credit Facility). The term loan requires quarterly principal
payments of $821 over the life of the loan and $6,571 due at maturity in August 2013. Accordingly,
the balance sheet reflects $3,286 of current maturities due under the term loan of the Senior
Credit Facility as of June 30, 2010.
The Senior Credit Facility bears interest at either the Base Rate or the London Interbank Offered
Rate (LIBOR) plus applicable margins based on the Companys leverage ratio. The leverage ratio
is equal to consolidated total debt divided by consolidated EBITDA (the sum of net income,
depreciation, amortization, other non-cash charges and credits to net income, interest expense, and
income tax expense minus charges related to debt refinancing) for the most recent four quarters and
is calculated at each quarter end. The Base Rate is the higher of the Prime Rate or the Federal
Funds Open Rate plus 0.50%. The applicable margins for the Base Rate based borrowings are between
0% and 0.75%. The applicable margins for LIBOR-based borrowings are between 1.25% and 2.25%. At
June 30, 2010, the Senior Credit Facility had a blended interest rate of 4.1%, for debt of $17,100
tied to LIBOR and for debt of $150 tied to the Prime Rate. The Company also pays a commitment fee
of 0.375% on the average daily unused portion of the Revolver. The Senior Credit Facility requires
the Company to enter into an interest rate swap (discussed below).
The Senior Credit Facility is secured by all of the Companys assets and allows the Company to
issue letters of credit against the total borrowing capacity of the facility. At June 30, 2010,
there were no outstanding borrowings under the Revolver, $951 in outstanding (standby) letters of
credit, and $9,049 in Revolver availability. The Senior Credit Facility contains certain financial
covenants which require a minimum fixed charge coverage ratio that is not permitted to be less than
1.25 : 1.0 and a leverage ratio (as defined above) that is not permitted to be more than 2.5 : 1.0.
The fixed charge coverage ratio is equal to consolidated EBITDA (as defined above) divided by
fixed charges (the sum of cash interest expense, cash income taxes, dividends, cash environmental
costs, scheduled principal installments on indebtedness adjusted for prepayments, capital
expenditures, and payments under capitalized leases). The Company is permitted to exclude from
fixed charges certain one-time capital expenditures of up to $5,500 related to the facility
relocation. At June 30, 2010, the Company was in compliance with the covenant provisions of the
Senior Credit Facility.
11
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
Interest Rate Swap
- The Senior Credit Facility requires the Company to enter into an interest rate
swap for at least three years in an amount not less than 50% of the term loan for the first two
years and 35% of the term loan for the third year. An interest
rate swap, a type of derivative financial instrument, is used to minimize the effects of interest
rate fluctuations on cash flows. 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 on the term loan as required by the Companys Senior
Credit Facility. The swaps net effect of the spread between the floating rate (30 day LIBOR) and
the fixed rate (3.25%), is settled monthly, and is reflected as an adjustment to interest expense
in the period incurred. An unrealized loss to adjust the interest rate swap to its fair value was
recorded net of tax, in accumulated other comprehensive loss, during the first three months of
Fiscal 2011.
NOTE 9.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date (i.e. an
exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The three levels of the fair value hierarchy
are as follows:
|
|
|
Level 1- Unadjusted quoted prices for identical assets or liabilities in active markets;
|
|
|
|
|
Level 2-Inputs other than quoted prices in active markets for identical assets or
liabilities that are observable whether directly or indirectly for substantially the full
term of the asset or liability; and
|
|
|
|
|
Level 3-Unobservable inputs for the asset or liability, which include managements own
assumptions about what the assumptions market participants would use in pricing the asset
or liability, including assumptions about risk.
|
The carrying amount reported in the Condensed Consolidated Balance Sheets for cash, accounts
receivable, accounts payable and accrued expenses approximates fair value because of the short-term
maturity of those instruments. The carrying amount for borrowings under the revolving portion of
the Senior Credit Facility, if applicable, would approximate fair value because of the variable
market interest rate charged to the Company for these borrowings. The fair value of the long-term
debt was estimated using a discounted cash flow analysis and a yield rate that was estimated using
yield rates for publicly traded debt instruments of comparable companies with similar features.
The carrying amounts and fair value of the Companys financial instruments are presented below as
of June 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
Long-term debt
|
|
$
|
17,250
|
|
|
$
|
17,250
|
|
Interest rate swap liability included in
other long- term liabilities (Level 2)
|
|
|
164
|
|
|
|
164
|
|
NOTE 10.
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 $159 and $205, respectively, for the three month periods ended June 30, 2010 and June 28,
2009.
The Company provides postretirement benefits to certain union employees. The Company funds these
benefits on a pay-as-you-go basis. The measurement date is March 31.
In February 2002, the Companys subsidiary, Seeger-Orbis GmbH & Co. OHG, now known as
TransTechnology Germany GmbH (the Selling Company), sold its retaining ring business in Germany
to Barnes Group Inc. (Barnes). German law prohibits the transfer of unfunded pension obligations
which have vested for retired and former employees, so the legal responsibility for the pension
plan that related to the business (the Pension Plan) remained with the Selling Company. At the
time of the sale and subsequent to the sale, that pension liability was recorded based on the
projected benefit obligation since future compensation levels will not affect the level of pension
benefits. The relevant information for the Pension Plan is shown below under the caption Pension
Plan. The measurement date is December 31. Barnes has entered into an agreement with the
12
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
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 recorded an asset equal to the
benefit obligation for the Pension Plan of $3,063 and $3,376 as of
June 30, 2010 and March 31, 2010, respectively. This asset is included in other long-term assets
and it is restricted in use to satisfy the legal liability associated with the Pension Plan.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits
|
|
|
Pension Plan
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 28, 2009
|
|
|
June 30, 2010
|
|
|
June 28, 2009
|
|
Interest cost
|
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
44
|
|
|
$
|
|
|
Amortization of net (gain) loss
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost
|
|
$
|
17
|
|
|
$
|
9
|
|
|
$
|
44
|
|
|
$
|
|
|
|
|
|
NOTE 11.
Concentration of Credit Risk
The Company is subject to concentration of credit risk primarily with its trade receivables. The
Company grants credit to certain customers who meet pre-established credit requirements, and
generally requires no collateral from its customers. Estimates of potential credit losses are
provided for in the Companys condensed consolidated financial statements and are within
managements expectations. As of June 30, 2010, the Company had no other significant
concentrations of credit risk.
NOTE 12.
New Accounting Standards
In January 2010, the FASB issued updated guidance related to ASC 820, Fair Value Measurements and
Disclosure, which requires a reporting entity to disclose separately the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for
the transfers. In addition, in the reconciliation for fair value measurements using significant
unobservable inputs, or Level 3, a reporting entity should disclose separately information about
purchases, sales, issuances and settlements (that is, on a gross basis rather than one net number).
The updated guidance also requires that an entity should provide fair value measurement
disclosures for each class of assets and liabilities and disclosures about the valuation techniques
and inputs used to measure fair value for both recurring and non-recurring fair value measurements
for Level 2 and Level 3 fair value measurements. The updated guidance is effective for interim or
annual financial reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair
value measurements, which are effective for fiscal years beginning after December 15, 2010 and for
interim periods within those fiscal years. The adoption of this guidance did not have a material
impact on the Companys financial position, results of operations, or cash flows.
In June 2009, the FASB issued the FASB Accounting Standards Codification, codified as ASC 105,
Generally Accepted Accounting Principles, formerly SFAS No. 168, as the single source of
authoritative nongovernmental U.S. GAAP. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to U.S. GAAP by providing all authoritative literature related to
a particular topic in one place. ASC 105 supersedes all existing accounting standard documents and
considers all other accounting literature not included in the FASB Codification as
non-authoritative. The Codification also superseded all then-existing non-SEC accounting and
reporting standards, and all other non-grandfathered non-SEC accounting literature not included in
the Codification became non-authoritative. ASC 105 is effective for interim and annual periods
ending after September 15, 2009 and, accordingly, is effective for the Companys current fiscal
reporting period. Adopting this guidance did not have an impact on the Companys consolidated
financial statements, but will impact the Companys financial disclosures by eliminating
pre-codification nomenclature.
In February 2010, the FASB issued updated guidance related to ASC 855, Subsequent Events. The
amendments within Accounting Standards Update (ASU) 2010-09 were issued by the FASB due to
questions that were raised in practice that the requirements to disclose the date that the
financial statements are issued potentially conflict with some of the SECs guidance.
13
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
The FASBs
update addresses both the interaction of the requirements of this Topic with the SECs reporting
requirements and the intended breadth of the reissuance disclosure provision related to subsequent
events. All of the updated guidance is effective upon issuance. The adoption of the updated
guidance did not have an impact on the Companys financial position, results of operations, or cash
flows.
In April 2009, the FASB issued ASC 820, Fair Value Measurements and Disclosures, formerly three
FASB Staff Positions (FSP) FSP No. 157-4, FSP No. 157, and FSP No. 115-2, intended to provide
additional application guidance and enhanced disclosures regarding fair value measurements and
impairments of securities. FSP No. 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly, provides additional guidelines for estimating fair value in accordance with SFAS
No. 157, Fair Value Measurements. FSP No. 115-2, Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance related to the disclosure of
impairment losses on securities and the accounting for impairment losses on debt securities. FSP
No. 115-2 does not amend existing guidance related to other-than-temporary impairments of equity
securities. FSP No. 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, Interim
Disclosures about Fair Value of Financial Instruments, increases the frequency of fair value
disclosures. These FSPs are effective for fiscal years and interim periods ended after June 15,
2009. The adoption of this guidance did not have a material effect on the Companys financial
position, results of operations, or cash flows.
NOTE 13.
Contingencies
Environmental Matters
The Company is involved in environmental proceedings and potential proceedings relating to soil and
groundwater contamination and other environmental matters at several of its former facilities that
were never required for its current operations. These facilities were part of the business disposed
of by TransTechnology Corporation, the former parent of the Company. Environmental cleanup
activities usually span several years, which make estimating liabilities a matter of judgment
because of such factors as changing remediation technologies, assessments of the extent of
contamination, and continually evolving regulatory environmental standards. The Company considers
these and other factors in estimates of the timing and amount of any future costs that may be
required for remediation actions. The Company records a liability for the amount that it
determines to be the best estimate of the cost of remediation. The Company does not discount the
recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be
reliably determined.
In the fourth quarter of Fiscal 2010, the Company reviewed and evaluated new information regarding
several of its environmental sites which triggered a reassessment of its environmental liability
estimates. To support this reassessment, the Company retained the services of a
nationally-recognized environmental consulting firm. Based upon the new information and the
consultants analysis and recommendations, the Company determined that its best estimate of its
future environmental liabilities is now $14,546 before offsetting cost-sharing of approximately
$1,500 that is classified mostly as a non-current asset.
At June 30, 2010 and March 31, 2010, the aggregate amount of liabilities recorded relative to
environmental matters was $14,546 and $14,496, respectively. In the first three months of Fiscal
2011, and for the entire Fiscal 2010, the Company spent $58 and $772, respectively, on
environmental costs. In Fiscal 2011, the Company anticipates spending $1,023. These costs will be
charged against the Companys environmental liability reserve and will not impact income. The
Company performs quarterly reviews of the status of its environmental sites and the related
liabilities. Based on the reviews completed during Fiscal 2010, the Company increased the
liability by $9,722 from the amounts recorded at March 31, 2009. There are a number of former
operating facilities that the Company is monitoring or investigating for potential future
remediation. In some cases, although a loss may be probable, it is not possible at this time to
reasonably estimate the amount of any obligation for remediation activities because of
uncertainties with respect to assessing the extent of the contamination or the applicable
regulatory standard. The Company is also pursuing claims for contribution to site investigation and
cleanup costs against other potentially responsible parties (PRPs), including the U.S. Government.
Although the Company takes great care in the development of these risk assessments and future cost
estimates, the actual amount of the remediation costs may be different from those estimated as a
result of a number of factors including: changes to federal and state environmental regulations or
laws; changes in local construction costs and the availability of personnel and materials;
unforeseen remediation requirements that are not apparent until the work actually commences; and
actual remediation
14
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
expenses that differ from those estimated. The Company does not include any
unasserted claims that it might have against others in determining its potential 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 may 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 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. The
Company does not discount the recorded liabilities.
In the first quarter of Fiscal 2003, the Company entered into a consent order for a former facility
in Glen Head, New York, which is currently subject to a contract for sale, pursuant to which the
Company developed a remediation plan for review and approval by the New York Department of
Environmental Conservation. The Company was advised during Fiscal 2010 that the Department of
Environmental Conservation was requiring additional offsite groundwater delineation studies as part
of its review. At the former facility in Glen Head, New York, based upon the characterization work
performed to date and this latest request, the Company has accrued estimated costs of approximately
$4,277. The amounts and timing of payments are subject to the approved remediation plan and
additional discussions with the Department on the scope of the additional delineation study.
The Company sold the business previously operated at the property it owns in Saltzburg, PA
(Federal Labs). The Company presented an environmental cleanup plan during the fourth quarter of
Fiscal 2000 for a portion of Federal Labs site, which 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 (the 1999
Consent Order). 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. The
Company concluded a second Consent with PaDEP in the third quarter of Fiscal 2001 for a second
portion of the Federal Labs site (the 2001 Consent Order), and a third Consent Order for the
remainder of the Federal Labs site was concluded in the third quarter of Fiscal 2003 (the 2003
Consent Order). The Company submitted an environmental cleanup plan for the portion of the
Federal Labs site covered by the 2003 Consent Order 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 Federal Government pays 50% of the direct and
indirect environmental response costs associated with a portion of the Fed Labs site subject to the
1999 Consent Order. 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 a second portion of the Federal Labs site subject to the 2001
Consent Order. No future payments are due under this second agreement. The Company is currently
under a tolling agreement with the Federal Government with respect to the remainder of the Federal
Labs site while we negotiate a cost sharing arrangement with respect to the final portion of this
site subject to the 2003 Consent Order. However, there can be no assurance the Company will be
successful in these negotiations or any litigation seeking to enforce our rights to contribution
and or indemnification from the Federal Government with respect to this final portion of the
Federal Labs site. The reserves are shown without giving effect to any cost sharing payments due
from the Federal Government. These amounts are shown as other assets on our balance sheet.
At June 30, 2010, the reserve for environmental liabilities at Federal Labs was $5,851. 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 $100 and has provided for these estimated costs in the Companys
accrual for environmental liabilities.
The Company has entered into a sales contract for the Glen Head, New York property for $4,000, and
it is classified as held for sale in the amount of $3,800 after allowing for certain costs. The
contract does not include a price adjustment clause and
15
Notes To Unaudited Condensed Consolidated Financial Statements
($ In Thousands Except Share Amounts)
(Unaudited)
although there are conditions precedent to
the buyers obligations to close, the contract does not allow for contract termination. Thus, the
buyer cannot unilaterally terminate the contract without liability, a buy-out, or some other
settlement that must be negotiated with the Company. However, there is no outside date for closing
to occur and we must provide the buyer with a funded remediation plan and environmental insurance
prior to the buyer being obligated to close. The buyer has indicated its intent to build
residential housing on the property and has been engaged in the lengthy process of securing the
municipal
approvals necessary to redevelop this former industrial site for residential purposes. Based on
information provided by the buyer, the Company believes that all necessary approvals precedent to
the sale of the Glen Head property are likely to be completed and the sale closed by June 2011.
The property is the subject of a consent order with the State of New York in which the Company has
developed a remediation plan for review and approval by the New York Department of Environmental
Conservation. The Company received a request from the Department in Fiscal 2010 to provide
delineation and testing with respect to offsite groundwater contamination. Neither the consent
order nor the remediation plan affect the buyers obligation to close under the sales contract. At
the time the sales contract was entered into in July 2001, the property had an appraised value of
$3,300 without adjusting for the Companys estimated cost of remediation, which is separately
reserved. In 2005, the property had an appraised value of $4,200 without adjusting for the
Companys estimated cost of remediation. The property has not been appraised since 2005.
Litigation
The Company is also engaged in various other legal proceedings incidental to its business. It is
the opinion of management that, after taking into consideration information furnished by its
counsel, these matters will have no material effect on the Companys consolidated financial
position or the results of operations or cash flows in future periods.
NOTE 14.
Segment, Geographic Location and Customer Information
Our products and related services aggregate into one reportable segment sophisticated mission
equipment for specialty aerospace and defense applications. The nature of the production process
(assemble, inspect, and test) is similar for all products, as are the customers and distribution
methods.
During the three month period ended June 30, 2010, 32%, 17%, 13% and 11% of net sales were made to
four major customers, respectively. During the three month period ended June 28, 2009, 24%, 20% and
13% of net sales were made to three major customers, respectively.
Net sales below show the geographic location of customers for the three month period ended June 30,
2010 and June 28, 2009:
|
|
|
|
|
|
|
|
|
Location
|
|
June 30, 2010
|
|
|
June 28, 2009
|
|
United States
|
|
$
|
10,276
|
|
|
$
|
6,295
|
|
Other non-United States
|
|
|
1,924
|
|
|
|
1,747
|
|
Italy
|
|
|
1,557
|
|
|
|
2,220
|
|
Pacific and Far East
|
|
|
1,534
|
|
|
|
1,592
|
|
Other European countries
|
|
|
889
|
|
|
|
1,229
|
|
England
|
|
|
360
|
|
|
|
279
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
16,540
|
|
|
$
|
13,362
|
|
|
|
|
|
|
|
|
16
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts included or incorporated by
reference in this report, including, without limitation, statements regarding our future financial
position, business strategy, budgets, projected revenues, projected costs and plans and objective
of management for future operations, are forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology such as may,
will, expects, intends, plans, projects, estimates, anticipates, or believes or the
negative thereof or any variation there on or similar terminology or expressions.
We have based these forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are not guarantees and are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ materially from our expectations
include, but are not limited to: changes in business conditions, changes in applicable laws, rules
and regulations affecting the Company in locations in which it conducts its business, interest rate
trends, a decline or redirection of the U.S. defense budget, the termination of any contracts with
the U.S. Government, changes in our sales strategy and product development plans, changes in the
marketplace, continued services of our executive management team, competitive pricing pressures,
market acceptance of our products under development, delays in the development of products, changes
in spending allocation or the termination, postponement, or failure to fund one or more significant
contracts by the U.S. Government or other customers, determination by the Company to dispose of or
acquire additional assets, events impacting the U.S. and world financial markets and economies, and
statements of assumption underlying any of the foregoing, as well as other factors set forth under
Item 1A. Risk Factors contained in the Companys Annual Report on Form 10-K filed for the Fiscal
year ended March 31, 2010 and Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations below.
All subsequent written and oral forward-looking statements attributable to us, or persons acting on
our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law,
we assume no duty to update or revise our forward-looking statements based on changes in internal
estimates, expectations, or otherwise.
Unless otherwise indicated or the context otherwise requires, all references to the Company, the
registrant we, us or our and similar terms in this report refer to Breeze-Eastern
Corporation and its subsidiaries. All dollar amounts stated herein are in thousands except per
share amounts. All references to years in this report refer to the fiscal year ended March 31 of
the indicated year unless otherwise specified. This report reflects all adjustments of a normal
recurring nature, which are, in the opinion of management, necessary for fair presentation of the
results of operations for the periods reflected. Certain prior fiscal year amounts may have been
reclassified to conform to the current fiscal year presentation.
OVERVIEW
We design, develop, manufacture, sell, and service sophisticated engineered mission 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
mission-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
17
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
to complete rescue operations and military insertion/extraction operations, move and
transport cargo, and load weapons onto aircraft and ground-based launching systems.
CORE BUSINESS
Our core business is aerospace and defense products. We believe we are the worlds leading
designer, manufacturer, service provider, and supplier of mission-critical electric and hydraulic
rescue hoists and cargo hook systems. We also manufacture weapons handling systems, cargo winches,
and tie-down equipment. These products are sold primarily to military and civilian agencies and
aerospace contractors. Our emphasis is on the engineering, assembly, testing, service, and support
of our products.
PRODUCTS AND SERVICES
Our products and related services aggregate into one reportable segment. The nature of the
production process (assemble, inspect, and test), customers, and product distribution are similar
for all products. We sell our products through internal marketing representatives and independent
sales representatives and distributors.
Products
As a pioneer of helicopter rescue hoist technology, we continue to develop sophisticated helicopter
hoist and winch systems, including systems for the current generation of Blackhawk, Seahawk,
Osprey, Chinook, Ecureuil, Dolphin, Merlin/Cormorant, Super Stallion, Changhe Z-11, Agusta A109,
Agusta A119, AgustaWestland AW139, and AgustaWestland Future Lynx helicopters. We also design,
market, sell and service a broad line of hydraulic and electric aircraft cargo winch systems with
capacities from 900 pounds to over 7,000 pounds
Our external cargo hook systems are original equipment on most military medium and heavy lift
helicopters manufactured today. These hook systems range from smaller 1,000-pound capacity models
up to the largest 36,000-pound capacity hooks employed on the Super Stallion helicopter. Our
latest designs incorporate load sensing and display technology and automatic load release features.
We also manufacture cargo and aircraft tie-downs which are included in this product line.
We make static-line retrieval and cargo winches for military cargo aircraft including the Boeing
C-17, Alenia C-27J, and CASA CN-235, CASA C-295, and Airbus A400M. In addition, we have a contract
with Airbus to develop and sell a new cargo positioning and restraint system for the A400M cargo
plane and will be the sole supplier of this system with anticipated delivery beginning after Fiscal
2012.
Once our products are qualified and approved for use with a particular aircraft model, sales of
products and services generally continue over the life of the aircraft model, which can be decades.
It can be expensive and difficult for a second suppliers product to become qualified and approved
on the same aircraft.
Our weapons handling systems include weapons handling equipment for land-based rocket launchers and
munitions hoists for loading missiles and other loads using electric power or exchangeable battery
packs. We also supply equipment for the United States, Japanese, and European Multiple-Launch
Rocket Systems (MLRS), and the United States High Mobility Artillery Rocket System (HIMARS), which
uses specialized hoists to load and unload rocket pod containers. We also provide actuators and
specialty gearboxes for specialty weapons applications.
Services
We perform overhaul, repair, and maintenance services for all of our products. Most of these
services are performed at our Whippany, New Jersey facility. We also have also licensed
third-party vendors around the world to perform these services.
In addition to performing research and development to design new products, improve existing
products, and add new features to our product line, we also provide engineering services to adapt
our products to customer specific needs and aircraft models on a fee-for-service basis.
18
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
We discuss segment information in Note 14 of our Notes to Condensed Consolidated Financial
Statements contained elsewhere in this report.
OUTLOOK
Our primary strategy is to continue to expand our position as a market leader in the design,
development, and service of sophisticated mission equipment for specialty aerospace and defense
applications. We intend to maintain our position by continuing to focus on our principal customers
and on geographic areas where we have developed our reputation as a premier provider of aircraft
hoist and lift equipment, and by expanding both our customer base and product lines. We believe
that continued spending on research and development to improve the quality of our product offerings
and remaining on the leading edge of technological advances in our chosen markets is also crucial
to our business. In this regard, we will continue to commit resources to product research and
development.
CRITICAL ACCOUNTING POLICIES
For information regarding our critical accounting policies, please refer to the discussion provided
in our Annual Report on Form 10-K for our fiscal year ended March 31, 2010 under the caption Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and our Notes to Consolidated Financial Statements included therein.
Results of Operations
Three Months Ended June 30, 2010 Compared with Three Months Ended June 28, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
|
June 30,
|
|
June 28,
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$
|
|
%
|
|
|
|
Products
|
|
$
|
13,085
|
|
|
$
|
8,188
|
|
|
$
|
4,897
|
|
|
|
59.8
|
%
|
Services
|
|
|
3,455
|
|
|
|
5,174
|
|
|
|
(1,719
|
)
|
|
|
(33.2
|
)
|
|
|
|
|
|
|
|
Net sales
|
|
|
16,540
|
|
|
|
13,362
|
|
|
|
3,178
|
|
|
|
23.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
7,200
|
|
|
|
4,552
|
|
|
|
2,648
|
|
|
|
58.2
|
|
Services
|
|
|
3,207
|
|
|
|
3,576
|
|
|
|
(369
|
)
|
|
|
(10.3
|
)
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
10,407
|
|
|
|
8,128
|
|
|
|
2,279
|
|
|
|
28.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6,133
|
|
|
|
5,234
|
|
|
|
899
|
|
|
|
17.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses
|
|
|
4,629
|
|
|
|
4,184
|
|
|
|
445
|
|
|
|
10.6
|
|
Relocation expense
|
|
|
211
|
|
|
|
138
|
|
|
|
73
|
|
|
|
52.9
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,293
|
|
|
|
912
|
|
|
|
381
|
|
|
|
41.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
214
|
|
|
|
234
|
|
|
|
(20
|
)
|
|
|
(8.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
589
|
|
|
$
|
358
|
|
|
$
|
231
|
|
|
|
64.5
|
%
|
Net Sales.
Fiscal 2011 first quarter net sales of $16,540 increased by $3,178, or 23.8%, from net
sales of $13,362 in the Fiscal 2010 first quarter. Fiscal 2011 products sales of $13,085 were
$4,897, or 59.8%, above
19
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
prior year primarily due to increased spare parts volume of $4,111 resulting primarily from U.S.
military shipments and also due to increased new equipment volume of $786.
Fiscal 2011 first quarter services sales of $3,455 were lower by $1,719, or 33.2%, compared with
prior year primarily due to reduced overhaul and repair volume and also due to lower engineering
services volume. Overhaul and repair sales were lower than last year due to ramping up operations
in the Fiscal 2011 first quarter following our March 2010 relocation to our Whippany, New Jersey
facility.
The timing of U.S. Government awards, availability of U.S. Government funding, and product delivery
schedules are among the factors that affect the period of recording revenues. Fiscal 2010 was
consistent with recent years with revenues in the second half of the fiscal year exceeding revenues
in the first half of the fiscal year; we beleive Fiscal 2011 revenues will be consistent with this pattern.
Cost of Sales.
Products cost of sales of $7,200 in the Fiscal 2011 first quarter was 58.2% higher
than the prior year primarily due to higher sales and also due to under-absorbed manufacturing
overhead. Cost of services provided in the Fiscal 2011 first quarter of $3,207 was $369 lower than
the prior due lower sales volume, partly offset by under-absorbed overhead.
The under-absorbed overhead of $1,222 resulted from a manufacturing ramp-up period early in the
Fiscal 2011 first quarter due to our relocation in March 2010. This under-absorption is about
equally split between product and services.
Gross profit.
Gross profit of $6,133 in the Fiscal 2011 first quarter was 17.2% ahead of the same
period in Fiscal 2010. The dollar increase is due to sales volume growth in spare parts and in new
equipment, partly offset by under-absorbed overhead. As a percent of sales, the gross profit
margin was 37.1% for the Fiscal 2011 first quarter compared with 39.2% for the prior year.
Excluding under-absorbed overhead of $1,222, or 7.4% of sales, gross profit margin as a percent of
sales would have been 44.5% and reflects a favorable shift in mix due to higher margins on spare
parts.
Selling, General, and Administrative Expenses.
Selling, general, and administrative (SG&A)
expenses were $4,629 in the Fiscal 2011 first quarter compared with $4,184 in the Fiscal 2010 first
quarter, an increase of $445. This increase is primarily due to higher engineering expenditures and amortization related to the relocation.
As a percent of sales, SG&A was 28.0% in the Fiscal 2011 first quarter versus 31.3% in the
comparable period last year.
We relocated our headquarters and factory during the Fiscal 2010 fourth quarter and incurred $211
of expenses related to the move in the Fiscal 2011 first quarter.
Interest Expense
. Interest expense was $214 in the Fiscal 2011 first quarter versus $234 in the
Fiscal 2010 first quarter. The decline in interest expense is due to $3,286 lower total debt,
partly offset by higher interest rates.
Net Income
. Net income was $589, or $0.06 per diluted share, in the Fiscal 2011 first quarter
compared with $358, or $0.04 per diluted share, in the same period in Fiscal 2010. The net income
increase resulted from the higher sales volume and gross profit, partly offset by SG&A expenses
that increased at half the rate of sales growth.
New Orders
. New products and services orders received during the three months ended June 30, 2010
increased 26.2% to $19,730 compared with $15,632 during the three months ended June 28, 2009. The
increase was due to spare parts orders, primarily from the U.S. military. Orders for new equipment
decreased by $1,145, or 13.9%, primarily due to customers deferring their production requirements.
New orders for services in overhaul and repair and engineering were essentially equal to the prior
year.
20
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
Backlog
.
Backlog at June 30, 2010 was $133,334 compared with $133,258 at June 28, 2009 as most of
the new spare parts orders received in the Fiscal 2011 first quarter orders shipped in the same
quarter. The backlog at June 30, 2010 and June 28, 2009 includes approximately $69,936 and
$67,235, respectively, for the Airbus A400M military transport aircraft that was once scheduled to
commence shipping in late calendar 2009 and continue through 2020. Airbus now indicates shipments
are likely to commence in calendar 2012.
We measure backlog by the amount of products or services that customers committed by contract to
purchase as of a given date. Backlog may vary substantially over time due to the size and timing
of orders. Backlog of approximately $47,916 at June 30, 2010 is scheduled for shipment during the
next twelve months.
The book-to-bill ratio is computed by dividing the new orders received during a period by the sales
for the same period. Although significant cancellations of purchase orders or substantial
reductions of product quantities in existing contracts seldom occur, such cancellations or
reductions could substantially and materially reduce backlog. Therefore, backlog information may
not represent the actual amount of shipments or sales for any future period.
A book-to-bill ratio in excess of 1.0 is potentially indicative of continued overall growth in
sales. The book to bill ratio was 1.2 for the Fiscal 2011 first quarter and the Fiscal 2010 first
quarter.
Liquidity and Capital Resources
Our principal sources of liquidity are cash on hand, cash generated from operations, and our
$33,000 Senior Credit Facility. Our liquidity requirements depend on a number of factors, many of
which are beyond our control, including the timing of production under 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, because sales are generally made on
the basis of individual purchase orders, 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 liquidity requirements for the
next twelve months.
Our $33,000 Senior Credit Facility consists of a $10,000 revolving line of credit (Revolver) and,
at the inception of the credit agreement in August 2008, term loans totaling $23,000. The Senior
Credit Facility is secured by all of our assets and accrue interest at either the Base Rate (as
defined in the credit agreement) or the London Interbank Offered Rate (LIBOR) plus applicable margins based on our
leverage ratio (as defined in the credit agreement) for the most recent four quarters and is calculated at each quarter
end. At June 30, 2010, the term loan balance was $17,250, there were no outstanding Revolver
borrowings, there were $951 in outstanding (standby) letters of credit, and $9,049 of availability
under the Revolver. The Senior Credit Facility contains certain financial covenants, including
fixed charge coverage ratio and leverage ratio. Unless waived, any failure to comply with such
covenants could constitute an event of default resulting in the acceleration of all amounts due
under the Senior Credit Facility. A more complete description of these covenants is contained in
Note 8 of our financial statements. At June 30, 2010, we were in compliance with all covenant
provisions of the Senior Credit Facility.
Working Capital
Working capital at June 30, 2010 was $25,771, an increase of $583, versus $25,188 at March 31,
2010. The ratio of current assets to current liabilities was 2.7:1.0 at both June 30, 2010 and the
beginning of Fiscal 2011. The working capital increase resulted primarily from a $2,778 increase in
accounts receivable. Partly offsetting this amount was a $1,010 cash decrease, a $465 decrease in
inventories, a $582 accounts payable increase, and a $138 net decrease in other working capital
items.
The accounts receivable days outstanding based on 360 days decreased to 61.5 days at June 30, 2010,
from 74.0 days at March 31, 2010, due partly to lower accounts receivable balances exceeding
ninety-days
21
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
outstanding. Inventory turnover increased to 2.4 turns at June 30, 2010 versus 1.6 turns at June
28, 2009 due to managements focus since January 2010 on reducing inventory and large spare part
shipments in the Fiscal 2011 first quarter.
Capital Expenditures
Capital expenditures-operations for the three months ended June 30, 2010 and June 28, 2009 were
$45 and $104, respectively. Capitalized relocation expenditures for the three months ended June
30, 2010 and June 28, 2009 were $129 and $739, respectively. Capitalized project costs for
engineering for the three months ended June 30, 2010 and June 28, 2009 were $61 and $114,
respectively.
Senior Credit Facility
The Senior Credit Facility is discussed in Note 8 of the Notes to Condensed Consolidated Financial
Statements contained in Part 1, Item 1 of this report.
Interest Rate Swap
The Interest Rate Swap is discussed in Note 8 of the Notes to Condensed Consolidated Financial
Statements contained in Part 1, Item 1 of this report.
TAX BENEFITS FROM NET OPERATING LOSSES
The Tax Benefits from Net Operating Losses is discussed in Note 7 of the Notes to Condensed
Consolidated Financial Statements contained in Part 1, Item 1 of this report.
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations in future fiscal years:
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Payments Due By Period
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Less Than
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More Than
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Total
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1 Year
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1-3 Years
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3-5 Years
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5 Years
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Debt principal repayments (a)
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$
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17,250
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$
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3,286
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$
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6,571
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$
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7,393
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$
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Estimated interest payments on long-term debt (b)
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1,498
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618
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837
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43
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Operating leases (c)
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9,251
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1,017
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2,035
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2,040
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4,159
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Purchase Obligations (d)
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100
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100
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Total
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$
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28,099
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$
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5,021
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$
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9,443
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$
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9,476
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$
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4,159
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(a)
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Obligations for long-term debt reflect the requirements of the term loan under the
Senior Credit Facility. See Note 8 of Notes to Condensed Consolidated Financial Statements
contained elsewhere in this report.
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(b)
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Estimated interest payments on long-term debt reflect the scheduled interest payments of the
term loan under the Senior Credit Facility and assume an effective weighted average interest rate
of 4.1%, our blended interest rate at June 30, 2010.
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(c)
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Obligations for capital equipment and build-out of our facility in Whippany, New Jersey.
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22
Managements Discussion and Analysis of Financial Condition and Results of Operations
($ In Thousands Except Share Amounts)
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(d)
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Our supplier purchase orders contain provisions allowing vendors to recover certain costs in
the event of cancellation for convenience by us. We believe that we do not have ongoing purchase
obligations with respect to our suppliers that are material in amount or that would result,
individually or collectively, in a material loss exposure to us if cancelled for convenience.
Furthermore, purchase obligations for capital assets and services historically have not been
material in amount.
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INFLATION
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.
CONTINGENCIES
Environmental matters
Environmental matters are discussed in Note 13 of the Notes to Condensed
Consolidated Financial Statements contained in Part 1, Item 1 of this report.
Litigation
Litigation is discussed in Note 13 of the Notes to Condensed Consolidated Financial
Statements contained in Part 1, Item 1 of this report.
RECENTLY ISSUED ACCOUNTING STANDARDS
The recent accounting pronouncements are discussed in Note 12 of the Notes to Condensed
Consolidated Financial Statements contained in Part 1, Item 1 of this report.
23
($ In Thousands Except Share data)
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our business is affected by global economic and geo-political conditions, particularly defense
spending by the United States Government. In particular, any decline in or a redirection of the
United States defense budget could have a material impact on revenues and earnings in future
periods. Although the United States Defense spending levels are historically high, the priority of
the wars in Iraq and Afghanistan has resulted in less procurement for replacement parts and service
for our products than in prior years.
As our OEM customers development timetables have been extended, we have experienced corresponding
product development schedule slippage and increased investment. We have not seen, nor do we
currently anticipate, any program cancellations and still expect all of our current product
development projects to lead to production and aftermarket services which supports our current and
expected investments. As an example, the Airbus A400M military transport aircraft is not expected
to generate material revenues until after Fiscal 2012.
We are exposed to various market risks, primarily changes in interest rates associated with our
Senior Credit Facility. The Senior Credit Facility requires us to enter into an interest rate swap
for at least three years in an amount not less than 50% of the term loan for the first two years
and 35% of the term loan for the third year. An interest rate swap, a type of derivative financial
instrument, is used to minimize the effects of interest rate fluctuations on cash flows. 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 on the
term loan as required by our Senior Credit Facility. The swaps net effect of the spread between
the floating rate (30 day LIBOR) and the fixed rate (3.25%), is settled monthly, and is reflected
as an adjustment to interest expense in the period incurred. An unrealized loss to adjust the
interest rate swap to its fair value was recorded net of tax, in accumulated other comprehensive
loss, during the first three months of Fiscal 2011.
At June 30, 2010, $17,100 of our Senior Credit Facility was tied to LIBOR, and a 1% increase or
decrease in interest rates would increase or decrease annual interest expense by approximately $86
based on the debt outstanding under the facility at June 30, 2010.
24
($ In Thousands Except Share data)
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15(d)-15(e) under the Exchange Act) as of the end of
the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30,
2010, our disclosure controls and procedures were effective to ensure (i) that information we are
required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the SECs rules
and forms, and (ii) that such information is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, in order to allow timely decisions
regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended
June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are engaged in various other legal proceedings incidental to the Companys business. Management
believes that, after taking into consideration information furnished by its counsel, these matters
will not have a material effect on the 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, the user/reader 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, 2010 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 6. EXHIBITS
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31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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25
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.
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BREEZE-EASTERN CORPORATION
(Registrant)
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Dated: August 10, 2010
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By:
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/s/ Mark D. Mishler
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Mark D. Mishler, Senior Vice President,
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Chief Financial Officer, Treasurer, and Secretary *
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*
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On behalf of the Registrant and as Principal Financial and Accounting Officer.
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26
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