##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the quarterly period ended October 1, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 Commission file number 1-7872
 
 BREEZE-EASTERN CORPORATION
 
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    95-4062211
(I.R.S. employer
identification no.)700 Liberty Avenue 
Union, New Jersey
(Address of principal executive offices)
    
    07083
(Zip Code)
  þ o
  o o þ
 o þ




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##### Table of Contents



INDEX
 Page No.PART I. Financial InformationItem 1.
    
    Condensed Financial Statements (Unaudited)
    
    
    3Condensed Statements of Consolidated Operations Three and Six
Month Periods Ended October 1, 2006 and September 25, 2005 (Unaudited)
    
    
    4Condensed Consolidated Balance Sheets
October 1, 2006 (Unaudited) and March 31, 2006
    
    
    5Condensed Statements of Consolidated Cash Flows
Six Month Periods Ended October 1, 2006 and September 25, 2005 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7-17Item 2.
    
    Management's Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18-26Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4.
    
    Controls and Procedures
    
    
    27PART II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    27Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 6.
    
    Exhibits
    
    
    28SIGNATURES
    
    
    28EXHIBIT 31.1
    
    
    29EXHIBIT 31.2
    
    
    30EXHIBIT 32
    
    
    31EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
 2




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PART I. FINANCIAL INFORMATION
 
 Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
   3




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BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
 Three Months Ended
    
    
    Six Months EndedOctober 1, 2006
    
    
    September 25, 2005
    
    
    October 1, 2006
    
    
    September 25, 2005Net sales
    
    $
    17,682
    
    
    $
    12,997
    
    
    $
    33,924
    
    
    $
    25,979Cost of sales
    
    
    10,508
    
    
    
    7,551
    
    
    
    19,325
    
    
    
    14,896Gross profit
    
    
    7,174
    
    
    
    5,446
    
    
    
    14,599
    
    
    
    11,083General, administrative
and selling expenses
    
    
    4,589
    
    
    
    3,232
    
    
    
    9,335
    
    
    
    6,386Interest expense
    
    
    1,017
    
    
    
    2,361
    
    
    
    2,286
    
    
    
    4,556Other expense (income)-net
    
    
    30
    
    
    
    18
    
    
    
    79
    
    
    
    (19
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    1,331
    
    
    
    Income (loss) before income taxes
    
    
    1,538
    
    
    
    (165
    )
    
    
    1,568
    
    
    
    160Provision (benefit) for income taxes
    
    
    615
    
    
    
    (63
    )
    
    
    627
    
    
    
    61Net income (loss)
    
    $
    923
    
    
    $
    (102
    )
    
    $
    941
    
    
    $
    99Basic earnings (loss) per share:Net income (loss)
    
    $
    0.10
    
    
    $
    (0.02
    )
    
    $
    0.10
    
    
    $
    0.01Diluted earnings (loss) per share:Net income (loss)
    
    $
    0.10
    
    
    $
    (0.02
    )
    
    $
    0.10
    
    
    $
    0.01Number of shares used in
computation of per share
information: (Note 1)Basic
    
    
    9,251,000
    
    
    
    6,700,000
    
    
    
    9,240,000
    
    
    
    6,699,000Diluted
    
    
    9,362,000
    
    
    
    6,700,000
    
    
    
    9,338,000
    
    
    
    6,725,000
  4




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BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)October 1, 2006
    
    
    March 31, 2006AssetsCurrent assets:Cash
    
    $
    252
    
    
    $
    161Accounts receivable (net of allowance for doubtful accounts
of $28 at October 1, 2006 and $25 at March 31, 2006)
    
    
    14,185
    
    
    
    17,061Inventories
    
    
    19,237
    
    
    
    18,035Prepaid expenses and other current assets
    
    
    1,374
    
    
    
    686Deferred income taxes
    
    
    2,426
    
    
    
    2,426Total current assets
    
    
    37,474
    
    
    
    38,369Property, plant and equipment
    
    
    16,816
    
    
    
    16,322Less accumulated depreciation
    
    
    11,878
    
    
    
    11,512Property, plant and equipment  net
    
    
    4,938
    
    
    
    4,810Other assets:Deferred income taxes
    
    
    27,387
    
    
    
    28,015Goodwill
    
    
    402
    
    
    
    402Other
    
    
    9,313
    
    
    
    10,349Total other assets
    
    
    37,102
    
    
    
    38,766Total
    
    $
    79,514
    
    
    $
    81,945Liabilities and Stockholders EquityCurrent liabilities:Revolving credit facility
    
    $
    5,979
    
    
    $
    2,369Current portion of long-term debt
    
    
    3,057
    
    
    
    2,193Accounts payable-trade
    
    
    4,344
    
    
    
    7,641Accrued compensation
    
    
    2,384
    
    
    
    3,448Accrued income taxes
    
    
    281
    
    
    
    763Accrued interest
    
    
    892
    
    
    
    711Other current liabilities
    
    
    3,702
    
    
    
    4,144Total current liabilities
    
    
    20,639
    
    
    
    21,269Long-term debt payable to banks
    
    
    35,991
    
    
    
    39,415Other long-term liabilities
    
    
    9,199
    
    
    
    8,933Contingencies (Note 9)Stockholders equity:Preferred stock    authorized, 300,000 shares; none issued
    
    
    
    
    
    
    Common stock    authorized, 14,700,000 shares of $.01 par
value; issued 9,669,234 and 9,618,853 at October 1, 2006
and March 31, 2006, respectively
    
    
    97
    
    
    
    96Additional paid-in capital
    
    
    92,084
    
    
    
    91,392Accumulated deficit
    
    
    (72,007
    )
    
    
    (72,733
    )20,174
    
    
    
    18,755Less
treasury stock, at cost  395,135 and 390,135 shares
at October 1, 2006 and at March 31, 2006, resectively
    
    
    (6,489
    )
    
    
    (6,427
    )Total stockholders equity
    
    
    13,685
    
    
    
    12,328Total
    
    $
    79,514
    
    
    $
    81,945
  5




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BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Six Months EndedOctober 1, 2006
    
    
    September 25, 2005Cash Flows from Operating Activities:Net income
    
    $
    941
    
    
    $
    99Adjustments to reconcile net income to net cash provided by
operating activities:Write off of unamortized loan fees
    
    
    944
    
    
    
    Depreciation and amortization
    
    
    698
    
    
    
    594Noncash interest expense, net
    
    
    50
    
    
    
    525Stock based compensation
    
    
    146
    
    
    
    Loss on disposal of fixed asset
    
    
    1
    
    
    
    Increase in provision for bad debt
    
    
    3
    
    
    
    2Changes in assets and liabilities:Increase in accounts receivable and other receivables
    
    
    2,873
    
    
    
    939Increase in inventories
    
    
    (1,202
    )
    
    
    (710
    )Decrease in deferred taxes
    
    
    628
    
    
    
    61Increase in other assets
    
    
    (243
    )
    
    
    180Decrease in accounts payable
    
    
    (3,307
    )
    
    
    716(Decrease) increase in accrued compensation
    
    
    (1,064
    )
    
    
    (462
    )Decrease in income taxes payable
    
    
    (482
    )
    
    
    (183
    )Decrease in other liabilities
    
    
    18
    
    
    
    (604
    )Net cash (used in) provided by operating activities
    
    
    4
    
    
    
    1,157Cash Flows from Investing Activities:Additions to property, plant and equipment
    
    
    (595
    )
    
    
    (372
    )Collection of notes receivable
    
    
    
    
    
    
    133Increase in restricted cash
    
    
    (1
    )
    
    
    Net cash used in investing activities
    
    
    (596
    )
    
    
    (239
    )Cash Flows from Financing Activities:Payments on long-term debt
    
    
    (42,627
    )
    
    
    (1,500
    )Proceeds from long-term debt and borrowings
    
    
    40,000
    
    
    
    Borrowings (repayments) of other debt
    
    
    3,611
    
    
    
    (317
    )Payment of debt issue costs
    
    
    (414
    )
    
    
    Exercise of stock options
    
    
    113
    
    
    
    21Excess tax benefit from stock based compensation
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    683
    
    
    
    (1,796
    )Increase in cash
    
    
    91
    
    
    
    (878
    )Cash at beginning of period
    
    
    161
    
    
    
    1,039Cash and cash equivalents at end of period
    
    $
    252
    
    
    $
    161Supplemental information:Interest payments
    
    $
    1,948
    
    
    $
    4,119Income tax payments
    
    
    482
    
    
    
    183Increase in term loans and senior subordinated note for paid-in-kind
interest
    
    
    
    
    
    
    465Non-cash financing activity for stock option exercise
    
    
    62
    
    
    
    Non-cash investing activity for additions to property, plant and equipment
    
    
    131
    
    
    
    469
  6




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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1.
    
    Earnings Per Share
   Three Months Ended
    
    
    Six Months EndedOctober 1,
    
    
    September 25,
    
    
    October 1,
    
    
    September 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,251,000
    
    
    
    6,700,000
    
    
    
    9,240,000
    
    
    
    6,699,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,251,000
    
    
    
    6,700,000
    
    
    
    9,240,000
    
    
    
    6,699,000Stock options*
    
    
    111,000
    
    
    
    
    
    
    
    98,000
    
    
    
    26,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,362,000
    
    
    
    6,700,000
    
    
    
    9,338,000
    
    
    
    6,725,000
 
 *
    
    During the three and six month periods ended October 1, 2006, and the six month period ended
September 25, 2005, options to purchase 26,000 and 265,000 shares of common stock
respectively, were not included in the computation of diluted earnings per share because the
exercise prices of the options were greater than the average market price of the common
shares. During the three month period ended September 25, 2005, options to purchase 337,000
shares of common stock were not included in the computation of earnings per share because the
Company had a net loss for the quarter. NOTE 2.
    
    Stock-Based Compensation
  7




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Three Months Ended
    
    
    Six Months EndedSeptember 25, 2005
    
    
    September 25, 2005Net income (loss) as reported
    
    $
    (102
    )
    
    $
    99Add: Stock-based employee
compensation expense included in
reported net income (loss), net
of related tax effects
    
    
    20
    
    
    
    38Deduct: Total stock-based
compensation expense determined
under fair value based method for
all awards, net of related tax
effects
    
    
    (63
    )
    
    
    (113
    )Proforma net income (loss)
    
    $
    (145
    )
    
    $
    24Basic earnings (loss) per share:As reported
    
    $
    (0.02
    )
    
    $
    0.01Proforma
    
    $
    (0.02
    )
    
    $
    0.01Diluted earnings (loss) per share:As reported
    
    $
    (0.02
    )
    
    $
    0.01Proforma
    
    $
    (0.02
    )
    
    $
    0.01
 8




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2007
    
    2006Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    51.0
    %
    
    
    53.3
    %Risk-free interest rate
    
    
    5.5
    %
    
    
    3.9
    %Expected term of options (in years)
    
    
    7.0
    
    
    
    7.0
 9




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Aggregate
    
    Approximate
    
    Weighted-Intrinsic
    
    Remaining
    
    AverageNumber
    
    Value
    
    Contractual
    
    Exerciseof Shares
    
    (in thousands)
    
    Term (Years)
    
    PriceOutstanding at March 31, 2006
    
    
    450,500
    
    
    
    
    
    
    
    
    
    
    $
    9.36Granted
    
    
    73,500
    
    
    
    
    
    
    
    
    
    
    $
    11.65Exercised
    
    
    (28,504
    )
    
    $
    174
    
    
    
    
    
    
    $
    6.15Canceled or expired
    
    
    (125,500
    )
    
    
    
    
    
    
    
    
    
    $
    12.75Outstanding at October 1, 2006
    
    
    369,996
    
    
    $
    1,491
    
    
    
    7
    
    
    $
    8.91Options exercisable at October 1, 2006
    
    
    229,330
    
    
    $
    1,069
    
    
    
    6
    
    
    $
    8.57Unvested options expected to become
exercisable after October 1, 2006
    
    
    140,666
    
    
    $
    422
    
    
    
    9
    
    
    $
    9.45Shares available for future option
grants at October 1, 2006 (a)
    
    
    766,559
 
 (a)
    
    May be decreased by restricted stock grants.    10




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##### Table of Contents



Weighted  AverageGrant DateNumber of Shares
    
    Fair ValueNon-vested at March 31, 2006
    
    
    30,098
    
    
    $
    7.11Granted
    
    
    21,877
    
    
    $
    11.36Vested
    
    
    (2,428
    )
    
    $
    7.02Cancelled
    
    
    
    
    
    
    Non-vested at October 1, 2006
    
    
    49,547
    
    
    $
    8.99
   NOTE 3.
    
    Inventories
  October 1, 2006
    
    
    March 31, 2006Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    2,992
    
    
    
    3,847Purchased and
manufactured parts
    
    
    16,245
    
    
    
    14,188Total
    
    $
    19,237
    
    
    $
    18,035
 NOTE 4.
    
    Property and Related Depreciation
  11




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Buildings
    
    
    10 to 33 yearsMachinery and equipment
    
    
    3 to 10 yearsFurniture and fixtures
    
    
    3 to 10 yearsComputer hardware and software
    
    
    3 to 5 years
 NOTE 5.
    
    Product Warranty Costs
  Balance at March 31, 2006
    
    $
    301Warranty costs incurred
    
    
    (220
    )Change in estimates to pre-existing warranties
    
    
    Product warranty accrual
    
    
    280Balance at October 1, 2006
    
    $
    361
 NOTE 6.
    
    Long-Term Debt Payable
  October 1, 2006
    
    
    March 31, 2006Senior Credit Facility
    
    $
    45,027
    
    
    $
    43,977Less current maturities
    
    
    9,036
    
    
    
    4,562Total long-term debt
    
    $
    35,991
    
    
    $
    39,415
 Credit Facility 
  12




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Former Senior Credit Facility
 NOTE 7.
    
    Employee Benefit Plans
    Postretirement BenefitsThree Months Ended
    
    
    Six Months EndedOctober 1,
    
    
    September 25,
    
    
    October 1,
    
    
    September 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Components of net
periodic benefit
costs:Interest Cost
    
    $
    11
    
    
    $
    18
    
    
    $
    21
    
    
    $
    37Amortization of net
(gain) loss
    
    
    (11
    )
    
    
    13
    
    
    
    (21
    )
    
    
    26Net periodic
benefit cost
    
    $
    
    
    
    $
    31
    
    
    $
    
    
    
    $
    63
 13




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Pension PlanThree Months Ended
    
    
    Six Months EndedOctober 1,
    
    
    September 25,
    
    
    October 1,
    
    
    September 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Components of net
periodic benefit
costs:Interest Cost
    
    $
    31
    
    
    $
    32
    
    
    $
    61
    
    
    $
    83Amortization of net
loss
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    Net periodic
benefit cost
    
    $
    32
    
    
    $
    32
    
    
    $
    63
    
    
    $
    83
 NOTE 8.
    
    New Accounting Standards
    14




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NOTE 9.
    
    Contingencies
 Environmental Matters
  15




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Asset Sale
 Litigation
 16




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NOTE 10.
    
    Segment and Geographic Location
  Three Months Ended
    
    
    Six Months EndedOctober 1,
    
    
    September 25,
    
    
    October 1,
    
    
    September 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Hoist and Winch
    
    $
    12,902
    
    
    $
    9,517
    
    
    $
    24,772
    
    
    $
    19,024Cargo Hooks
    
    
    3,943
    
    
    
    2,996
    
    
    
    7,347
    
    
    
    5,228Weapons Handling
    
    
    267
    
    
    
    229
    
    
    
    877
    
    
    
    953Other Sales
    
    
    570
    
    
    
    255
    
    
    
    928
    
    
    
    774Total
    
    $
    17,682
    
    
    $
    12,997
    
    
    $
    33,924
    
    
    $
    25,979
  Three Months Ended
    
    Six Months EndedOctober 1,
    
    September 25,
    
    October 1,
    
    September 25,2006
    
    2005
    
    2006
    
    2005United States
Government
    
    $
    5,822
    
    
    $
    4,617
    
    
    $
    10,977
    
    
    $
    9,214Finmeccanica SpA
    
    $
    4,172
    
    
    $
    2,074
    
    
    $
    7,168
    
    
    $
    4,062
  Three Months Ended
    
    
    Six Months EndedOctober 1,
    
    
    September 25,
    
    
    October 1,
    
    
    September 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Location:United States
    
    $
    9,032
    
    
    $
    7,242
    
    
    $
    17,862
    
    
    $
    15,216Europe
    
    
    6,533
    
    
    
    2,967
    
    
    
    11,740
    
    
    
    5,874Pacific and Far East
    
    
    923
    
    
    
    1,040
    
    
    
    2,293
    
    
    
    1,638Other non-United
States
    
    
    1,194
    
    
    
    1,748
    
    
    
    2,029
    
    
    
    3,251Total
    
    $
    17,682
    
    
    $
    12,997
    
    
    $
    33,924
    
    
    $
    25,979
 17




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
    Results of Operations
 Three Months Ended October 1, 2006 Compared with Three Months Ended September 25, 2005
 Three Months EndedOctober 1,
    
    
    September 25,
    
    
    Increase (decrease)2006
    
    
    2005
    
    
    $
    
    
    %New Equipment
    
    $
    8,813
    
    
    $
    5,455
    
    
    $
    3,358
    
    
    
    61.6Spare Parts
    
    
    5,244
    
    
    
    3,727
    
    
    
    1,517
    
    
    
    40.7Overhaul and Repair
    
    
    3,529
    
    
    
    3,639
    
    
    
    (110
    )
    
    
    (3.0
    )Engineering Services
    
    
    96
    
    
    
    176
    
    
    
    (80
    )
    
    
    (45.5
    )Net Sales
    
    
    17,682
    
    
    
    12,997
    
    
    
    4,685
    
    
    
    36.0Cost of Sales
    
    
    10,508
    
    
    
    7,551
    
    
    
    2,957
    
    
    
    39.2Gross Profit
    
    
    7,174
    
    
    
    5,446
    
    
    
    1,728
    
    
    
    31.7General,
administrative and
selling expenses
    
    
    4,589
    
    
    
    3,232
    
    
    
    1,357
    
    
    
    42.0Interest expense
    
    
    1,017
    
    
    
    2,361
    
    
    
    (1,344
    )
    
    
    (56.9
    )Net income (loss)
    
    $
    923
    
    
    $
    (102
    )
    
    $
    1,025
    
    
    
    1,004.9
 Net Sales
 Cost of Sales.
 18




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##### Table of Contents



Gross Profit
 General, administrative and selling expenses
 Interest expense
 Net Income
 New orders
 Backlog
 19




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##### Table of Contents



Six Months Ended October 1, 2006 Compared with Six Months Ended September 25, 2005
 Six Months EndedOctober 1,
    
    
    September 25,
    
    
    Increase (decrease)2006
    
    
    2005
    
    
    $
    
    
    %New Equipment
    
    $
    15,703
    
    
    $
    9,901
    
    
    $
    5,802
    
    
    
    58.6Spare Parts
    
    
    10,279
    
    
    
    8,283
    
    
    
    1,996
    
    
    
    24.1Overhaul and Repair
    
    
    7,720
    
    
    
    7,298
    
    
    
    422
    
    
    
    5.8Engineering Services
    
    
    222
    
    
    
    497
    
    
    
    (275
    )
    
    
    (55.3
    )Net Sales
    
    
    33,924
    
    
    
    25,979
    
    
    
    7,945
    
    
    
    30.6Cost of Sales
    
    
    19,325
    
    
    
    14,896
    
    
    
    4,429
    
    
    
    29.7Gross Profit
    
    
    14,599
    
    
    
    11,083
    
    
    
    3,516
    
    
    
    31.7General,
administrative and
selling expenses
    
    
    9,335
    
    
    
    6,386
    
    
    
    2,949
    
    
    
    46.2Interest expense
    
    
    2,286
    
    
    
    4,556
    
    
    
    (2,270
    )
    
    
    (49.8
    )Loss on
extinguishment of
debt
    
    
    1,331
    
    
    
    
    
    
    
    1,331
    
    
    
    100.0Net income (loss)
    
    $
    941
    
    
    $
    99
    
    
    $
    842
    
    
    
    850.5
 Net Sales
 Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 20




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##### Table of Contents



Net Income
 New orders
 Backlog
 Liquidity and Capital Resources
    Working Capital
  21




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##### Table of Contents



Capital Expenditures
  Senior Credit Facility
 Senior Credit Facility 
   22




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##### Table of Contents



Tax Benefits from Net Operating Losses
    Summary Disclosure About Contractual Obligations and Commercial Commitments
   Less Than
    
    
    
    
    
    
    
    More ThanTotal
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsDebt principal
repayments
    
    $
    39,048
    
    $
    3,057
    
    $
    6,114
    
    $
    29,877
    
    $
    Estimated interest
payments on
long-term debt
    
    
    12,568
    
    
    3,261
    
    
    5,723
    
    
    3,584
     
    
    Operating leases
    
    
    470
    
    
    206
    
    
    151
    
    
    113
    
    
    Total
    
    $
    52,086
    
    $
    6,524
    
    $
    11,988
    
    $
    33,574
    
    $
    
   23




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##### Table of Contents



Inflation
  Environmental Matters
     24




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##### Table of Contents



Litigation
  Forward Looking Statements
    25




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##### Table of Contents



Recently Issued Accounting Standards
     (
 26




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  27




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##### Table of Contents



Item 4.
    
    Submission of Matters to a Vote of Security Holders
    Director Nominee
    
    Votes For
    
    WithheldJoseph S. Bracewell
    
    
    7,395,317
    
    
    
    1,088,837Thomas V. Chema
    
    
    5,876,269
    
    
    
    2,607,885Jan Naylor Cope
    
    
    7,165,017
    
    
    
    1,319,137John H. Dalton
    
    
    8,184,432
    
    
    
    299,722Gail F. Lieberman
    
    
    8,104,932
    
    
    
    379,222William J. Recker
    
    
    8,187,483
    
    
    
    296,671William M. Shockley
    
    
    8,421,792
    
    
    
    62,362Robert L.G. White
    
    
    8,421,810
    
    
    
    62,344
   
 Item 6.
    
    Exhibits
 31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  BREEZE-EASTERN CORPORATION
                    (Registrant)Dated:  November 14, 2006
    By:
    /s/  Joseph F. SpanierJoseph F. Spanier, Executive Vice President,Chief Financial Officer and Treasurer * 
 *
    
    On behalf of the Registrant and as Principal Financial and Accounting Officer. 28