##### Table of Contents



FORM 10-Q
 
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 27, 2009
 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
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



INDEX
 PageNo.PART 1
    
    Financial InformationItem 1.
    
    Condensed Financial Statements (Unaudited)
    
    
    3Condensed Statements of Consolidated Operations Three and Six Month
Periods Ended September 27, 2009 and September 28, 2008
(Unaudited)
    
    
    4Condensed Consolidated Balance Sheets
September 27, 2009 (Unaudited) and March 31, 2009
    
    
    5Condensed Statements of Consolidated Cash Flows Six Month Periods Ended
September 27, 2009 and September 28, 2008 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7-18Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18-31Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    31-32Item 4.
    
    Controls and Procedures
    
    
    32PART II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    32Item 1A.
    
    Risk Factors
    
    
    32Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    32Item 3.
    
    Defaults Upon Senior Securities
    
    
    32Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    33Item 5.
    
    Other Information
    
    
    33Item 6.
    
    Exhibits
    
    
    33SIGNATURES
    
    
    34EX-31.1EX-31.2EX-32
  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)
(In Thousands of Dollars, Except Share and Per Share Data)
 Three Months Ended
    
    
    Six Months EndedSeptember 27, 2009
    
    
    September 28, 2008
    
    
    September 27, 2009
    
    
    September 28, 2008Net sales
    
    $
    16,408
    
    
    $
    14,507
    
    
    $
    29,770
    
    
    $
    28,475Cost of sales
    
    
    10,445
    
    
    
    8,637
    
    
    
    18,573
    
    
    
    16,583Gross profit
    
    
    5,963
    
    
    
    5,870
    
    
    
    11,197
    
    
    
    11,892General, administrative and selling expenses
    
    
    4,516
    
    
    
    4,636
    
    
    
    8,726
    
    
    
    8,863Relocation expense
    
    
    51
    
    
    
    
    
    
    
    189
    
    
    
    Interest expense
    
    
    201
    
    
    
    385
    
    
    
    409
    
    
    
    824Other expense  net
    
    
    67
    
    
    
    51
    
    
    
    128
    
    
    
    88Loss on extinguishment of debt
    
    
    
    
    
    
    551
    
    
    
    
    
    
    
    551Income before income taxes
    
    
    1,128
    
    
    
    247
    
    
    
    1,745
    
    
    
    1,566Income tax provision
    
    
    474
    
    
    
    104
    
    
    
    733
    
    
    
    658Net income
    
    $
    654
    
    
    $
    143
    
    
    $
    1,012
    
    
    $
    908Earnings per share:Basic:Net income per share:
    
    $
    0.07
    
    
    $
    0.02
    
    
    $
    0.11
    
    
    $
    0.10Diluted:Net income per share:
    
    $
    0.07
    
    
    $
    0.02
    
    
    $
    0.11
    
    
    $
    0.10Weighted  average basic shares outstanding
    
    
    9,389,000
    
    
    
    9,348,000
    
    
    
    9,377,000
    
    
    
    9,344,000Weighted  average diluted shares outstanding
    
    
    9,394,000
    
    
    
    9,413,000
    
    
    
    9,388,000
    
    
    
    9,411,000
 See notes to condensed consolidated financial statements.
 4




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##### Table of Contents



BREEZE-EASTERN CORPORATION  CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)September 27, 2009
    
    March 31, 2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,387
    
    
    $
    2,667Accounts receivable (net of allowance for doubtful accounts of
$33 at September 27, 2009 and $30 at March 31, 2009)
    
    
    16,214
    
    
    
    20,238Inventories
    
    
    25,829
    
    
    
    19,635Prepaid expenses and other current assets
    
    
    504
    
    
    
    377Deferred income taxes
    
    
    6,783
    
    
    
    6,988Total current assets
    
    
    50,717
    
    
    
    49,905PROPERTY:Property and equipment
    
    
    15,330
    
    
    
    13,230Less accumulated depreciation and amortization
    
    
    9,956
    
    
    
    9,371Property  net
    
    
    5,374
    
    
    
    3,859OTHER ASSETS:Deferred income taxes
    
    
    10,692
    
    
    
    11,114Goodwill
    
    
    402
    
    
    
    402Real estate held for sale
    
    
    4,000
    
    
    
    4,000Other
    
    
    7,465
    
    
    
    7,425Total other assets
    
    
    22,559
    
    
    
    22,941TOTAL
    
    $
    78,650
    
    
    $
    76,705LIABILITIES AND STOCKHOLDERS EQUITY:CURRENT LIABILITIES:Revolving credit facility
    
    $
    2,400
    
    
    $
    Current portion of long-term debt
    
    
    3,286
    
    
    
    3,286Accounts payable  trade
    
    
    6,102
    
    
    
    6,311Accrued compensation
    
    
    2,535
    
    
    
    2,144Accrued income taxes
    
    
    241
    
    
    
    253Other current liabilities
    
    
    4,335
    
    
    
    5,589Total current liabilities
    
    
    18,899
    
    
    
    17,583LONG-TERM DEBT PAYABLE TO BANKS
    
    
    16,429
    
    
    
    18,071OTHER LONG-TERM LIABILITIES
    
    
    8,628
    
    
    
    7,724COMMITMENTS AND CONTINGENCIES (Note 10)STOCKHOLDERS EQUITYPreferred stock  authorized, 300,000 shares; none issued
    
    
    
    
    
    
    Common stock  authorized, 14,700,000 shares of $.01 par value; issued,9,813,097 at September 27, 2009 and 9,778,097 at March 31, 2009
    
    
    98
    
    
    
    98Additional paid-in capital
    
    
    94,134
    
    
    
    93,778Accumulated deficit
    
    
    (52,808
    )
    
    
    (53,820
    )Accumulated other comprehensive loss
    
    
    (25
    )
    
    
    (25
    )41,399
    
    
    
    40,031Less treasury stock, at cost - 412,853 at September 27, 2009 and 412,731 at March 31, 2009
    
    
    (6,705
    )
    
    
    (6,704
    )Total stockholders equity
    
    
    34,694
    
    
    
    33,327TOTAL
    
    $
    78,650
    
    
    $
    76,705
 See notes to condensed consolidated financial statements.
 5




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BREEZE-EASTERN CORPORATION  CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Six months endedSeptember 27, 2009
    
    September 28, 2008Cash flows from operating activities:Net income
    
    $
    1,012
    
    
    $
    908Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Write off of unamortized loan fees
    
    
    
    
    
    
    223Depreciation and amortization
    
    
    794
    
    
    
    700Noncash interest expense, net
    
    
    16
    
    
    
    42Stock based compensation
    
    
    356
    
    
    
    323Provision for losses on accounts receivable
    
    
    3
    
    
    
    3Deferred taxes-net
    
    
    627
    
    
    
    518Changes in assets and liabilities :Decrease in accounts receivable and other receivables
    
    
    4,021
    
    
    
    6,198Increase in inventories
    
    
    (6,194
    )
    
    
    (6,335
    )Increase in other assets
    
    
    (481
    )
    
    
    (81
    )(Decrease) increase in accounts payable
    
    
    (480
    )
    
    
    2,412Increase (decrease) in accrued compensation
    
    
    390
    
    
    
    (342
    )Decrease in accrued income taxes
    
    
    (12
    )
    
    
    (273
    )Decrease in other liabilities
    
    
    (369
    )
    
    
    (1,278
    )Net cash (used in) provided by operating activities
    
    
    (317
    )
    
    
    3,018Cash flows from investing activities:Capital expenditures
    
    
    (1,430
    )
    
    
    (920
    )Capitalized project costs
    
    
    (291
    )
    
    
    (376
    )Net cash used in investing activities
    
    
    (1,721
    )
    
    
    (1,296
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (1,642
    )
    
    
    (22,906
    )Proceeds from long-term debt and borrowings
    
    
    
    
    
    
    23,000Net borrowings (repayments) of other debt
    
    
    2,400
    
    
    
    (520
    )Payment of debt issue costs
    
    
    
    
    
    
    (467
    )Exercise of stock options
    
    
    
    
    
    
    7Net cash provided by (used in) financing activities
    
    
    758
    
    
    
    (886
    )(Decrease) increase in cash
    
    
    (1,280
    )
    
    
    836Cash at beginning of period
    
    
    2,667
    
    
    
    1,876Cash at end of period
    
    $
    1,387
    
    
    $
    2,712Supplemental information:Interest payments
    
    $
    389
    
    
    $
    778Income tax payments
    
    $
    117
    
    
    $
    418Non-cash investing activity for capitalized project costs
    
    $
    115
    
    
    $
    14Non-cash investing activity for additions to property and equipment
    
    $
    882
    
    
    $
    141
 See notes to condensed consolidated financial statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
   Three Months Ended
    
    Six Months EndedSeptember 27,
    
    September 28,
    
    September 27,
    
    September 28,2009
    
    2008
    
    2009
    
    2008Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,389,000
    
    
    
    9,348,000
    
    
    
    9,377,000
    
    
    
    9,344,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,389,000
    
    
    
    9,348,000
    
    
    
    9,377,000
    
    
    
    9,344,000Stock options*
    
    
    5,000
    
    
    
    65,000
    
    
    
    11,000
    
    
    
    67,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,394,000
    
    
    
    9,413,000
    
    
    
    9,388,000
    
    
    
    9,411,000
 
 *
    
    During the three and six month periods ended September 27, 2009, options to purchase 493,000
and 438,000 shares of common stock, respectively, and during both the three and six month
periods ended September 28, 2008, options to purchase 164,000 shares of common stock were not
included in the computation of diluted earnings per share because the exercise prices of the
options were greater than the average market price of the common share. Stock-Based Compensation
   7




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August 17,
    
    June 22,
    
    July 21,2009
    
    2009
    
    2008Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    33.5
    %Risk-free interest rate
    
    
    3.2
    %
    
    
    3.4
    %
    
    
    3.6
    %Expected term of options (in
years)
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0
 8




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Aggregate
    
    Approximate
    
    Weighted-Intrinsic
    
    Remaining
    
    AverageNumber
    
    Value
    
    Contractual
    
    Exerciseof Shares
    
    (in thousands)
    
    Term (Years)
    
    PriceOutstanding at March 31, 2009
    
    
    454,911
    
    
    $
    28
    
    
    
    6
    
    
    $
    10.00Granted
    
    
    186,000
    
    
    
    
    
    
    
    
    
    
    $
    6.12Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Canceled or expired
    
    
    (26,000
    )
    
    
    
    
    
    
    
    
    
    $
    19.38Outstanding at September 27, 2009
    
    
    614,911
    
    
    $
    154
    
    
    
    7
    
    
    $
    8.43Options exercisable at September 27,
2009
    
    
    350,577
    
    
    $
    35
    
    
    
    5
    
    
    $
    9.08Unvested options expected to become
exercisable after September 27, 2009
    
    
    264,334
    
    
    $
    119
    
    
    
    9
    
    
    $
    7.58Shares available for future option
grants at
September 27, 2009 (a)
    
    
    200,214
 
 (a)
    
    May be decreased by restricted stock grants.    9




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Weighted-AverageNumber of
    
    Grant DateShares
    
    Fair ValueNon-vested at March 31, 2009
    
    
    31,904
    
    
    $
    10.80Granted
    
    
    35,000
    
    
    $
    6.00Vested
    
    
    (25,624
    )
    
    $
    10.65Cancelled
    
    
    (
    )
    
    $
    Non-vested at September 27, 2009
    
    
    41,280
    
    
    $
    6.82
   Inventories
  September 27,
    
    
    March 31,2009
    
    
    2009Finished goods
    
    $
    468
    
    
    $
    Work in process
    
    
    7,311
    
    
    
    4,742Purchased and manufactured parts
    
    
    18,050
    
    
    
    14,893Total
    
    $
    25,829
    
    
    $
    19,635
 Property and Related Depreciation
   10




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Machinery and equipment
    
    
    3 to 10 yearsFurniture and fixtures
    
    
    3 to 10 yearsComputer hardware and software
    
    
    3 to 5 years
 Product Warranty Costs
  Balance at March 31, 2009
    
    $
    238Warranty costs incurred
    
    
    (67
    )Change in estimates to pre-existing warranties
    
    
    Product warranty accrual
    
    
    36Balance at September 27, 2009
    
    $
    207
 Income Taxes
    11




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Long-Term Debt Payable to Banks
  September 27,
    
    
    March 31,2009
    
    
    2009Senior Credit Facility
    
    $
    19,715
    
    
    $
    21,357Less current maturities
    
    
    3,286
    
    
    
    3,286Total long-term debt
    
    $
    16,429
    
    
    $
    18,071
 Senior Credit Facility 
   Interest Rate Swap
 12




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Former Senior Credit Facility 
 Employee Benefit Plans
    13




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Postretirement BenefitsThree Months Ended
    
    
    Six Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Components of net
periodic benefit
costs:Interest cost
    
    $
    9
    
    
    $
    12
    
    
    $
    18
    
    
    $
    23Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    9
    
    
    $
    12
    
    
    $
    18
    
    
    $
    23
 Pension PlanThree Months Ended
    
    
    Six Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Components of net
periodic benefit
costs:Interest Cost
    
    $
    96
    
    
    $
    53
    
    
    $
    96
    
    
    $
    108Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    96
    
    
    $
    53
    
    
    $
    96
    
    
    $
    108
 New Accounting Standards
  14




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Contingencies
 Environmental Matters
 15




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16




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Litigation
 Segment, Geographic Location and Customer Information
   Three Months Ended
    
    
    Six Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Hoist and Winch
    
    $
    12,202
    
    
    $
    9,137
    
    
    $
    21,330
    
    
    $
    17,696Cargo Hooks
    
    
    3,150
    
    
    
    1,865
    
    
    
    5,972
    
    
    
    5,656Weapons Handling
    
    
    564
    
    
    
    2,271
    
    
    
    806
    
    
    
    2,809Other Sales
    
    
    492
    
    
    
    1,234
    
    
    
    1,662
    
    
    
    2,314Total
    
    $
    16,408
    
    
    $
    14,507
    
    
    $
    29,770
    
    
    $
    28,475
    17




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Three Months Ended
    
    
    Six Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Location:United States
    
    $
    9,679
    
    
    $
    9,032
    
    
    $
    15,975
    
    
    $
    18,253England
    
    
    332
    
    
    
    439
    
    
    
    611
    
    
    
    821Italy
    
    
    3,040
    
    
    
    1,311
    
    
    
    5,259
    
    
    
    2,573Other European
Countries
    
    
    802
    
    
    
    1,248
    
    
    
    2,031
    
    
    
    2,214Pacific and Far East
    
    
    702
    
    
    
    1,109
    
    
    
    2,294
    
    
    
    1,607Other non-United
States
    
    
    1,853
    
    
    
    1,368
    
    
    
    3,600
    
    
    
    3,007Total
    
    $
    16,408
    
    
    $
    14,507
    
    
    $
    29,770
    
    
    $
    28,475
 Subsequent Events
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934:
  Forward Looking Statements
  18




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General
   Results of Operations
 Three Months Ended September 27, 2009 Compared with Three Months Ended September 28, 2008 (in thousands)
 Three Months EndedSeptember 27,
    
    
    September 28,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    $
    
    
    %New Equipment
    
    $
    9,118
    
    
    $
    7,467
    
    
    $
    1,651
    
    
    
    22.1Spare Parts
    
    
    2,607
    
    
    
    2,758
    
    
    
    (151
    )
    
    
    (5.5
    )Overhaul and Repair
    
    
    4,191
    
    
    
    3,127
    
    
    
    1,064
    
    
    
    34.0Engineering Services
    
    
    492
    
    
    
    1,155
    
    
    
    (663
    )
    
    
    (57.4
    )Net Sales
    
    
    16,408
    
    
    
    14,507
    
    
    
    1,901
    
    
    
    13.1Cost of Sales
    
    
    10,445
    
    
    
    8,637
    
    
    
    1,808
    
    
    
    20.9Gross Profit
    
    
    5,963
    
    
    
    5,870
    
    
    
    93
    
    
    
    1.6General,
administrative and
selling expenses
    
    
    4,516
    
    
    
    4,636
    
    
    
    (120
    )
    
    
    (2.6
    )Relocation expense
    
    
    51
    
    
    
    
    
    
    
    51
    
    
    
    N/AInterest expense
    
    
    201
    
    
    
    385
    
    
    
    (184
    )
    
    
    (47.8
    )Loss on
extinguishment of
debt
    
    
    
    
    
    
    551
    
    
    
    (551
    )
    
    
    (100.0
    )Net income
    
    $
    654
    
    
    $
    143
    
    
    $
    511
    
    
    
    357.3
 19




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Net Sales .
     Cost of Sales.
 Gross Profit .
  20




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General, administrative and selling expenses .
 Interest expense .
 Loss on Extinguishment of Debt.
 Net Income .
  New orders .
  21




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Backlog .
  Six Months Ended September 27, 2009 Compared with Six Months Ended September 28, 2008 (in thousands)
 Six Months Ended
    
    
    IncreaseSeptember 27,
    
    
    September 28,
    
    
    (decrease)2009
    
    
    2008
    
    
    $
    
    
    %New Equipment
    
    $
    14,665
    
    
    $
    13,746
    
    
    $
    919
    
    
    
    6.7Spare Parts
    
    
    5,248
    
    
    
    5,687
    
    
    
    (439
    )
    
    
    (7.7
    )Overhaul and Repair
    
    
    8,195
    
    
    
    6,936
    
    
    
    1,259
    
    
    
    18.2Engineering Services
    
    
    1,662
    
    
    
    2,106
    
    
    
    (444
    )
    
    
    (21.1
    )Net Sales
    
    
    29,770
    
    
    
    28,475
    
    
    
    1,295
    
    
    
    4.5Cost of Sales
    
    
    18,573
    
    
    
    16,583
    
    
    
    1,990
    
    
    
    12.0Gross Profit
    
    
    11,197
    
    
    
    11,892
    
    
    
    (695
    )
    
    
    (5.8
    )General,
administrative and
selling expenses
    
    
    8,726
    
    
    
    8,863
    
    
    
    (137
    )
    
    
    (1.5
    )Relocation expense
    
    
    189
    
    
    
    
    
    
    
    189
    
    
    
    N/AInterest expense
    
    
    409
    
    
    
    824
    
    
    
    (415
    )
    
    
    (50.4
    )Loss on
extinguishment of
debt
    
    
    
    
    
    
    551
    
    
    
    (551
    )
    
    
    (100.0
    )Net income
    
    $
    1,012
    
    
    $
    908
    
    
    $
    104
    
    
    
    11.5
 Net Sales .
 22




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Cost of Sales.
 Gross Profit .
    23




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##### Table of Contents



General, administrative and selling expenses .
 Interest expense .
 Loss on Extinguishment of Debt.
 Net Income .
  New orders .
   24




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Backlog .
  Liquidity and Capital Resources
     25




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##### Table of Contents



Working Capital
      Capital Expenditures
   Senior Credit Facility
 26




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Interest Rate Swap
 Former Senior Credit Facility
  27




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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 (a)
    
    $
    19,715
    
    
    $
    3,286
    
    
    $
    6,572
    
    
    $
    9,857
    
    
    $
    Estimated interest
payments on
long-term debt (b)
    
    
    1,714
    
    
    
    601
    
    
    
    868
    
    
    
    245
    
    
    
    Operating leases (c)
    
    
    8,841
    
    
    
    736
    
    
    
    1,666
    
    
    
    1,616
    
    
    
    4,823Purchase
Obligations (d)
    
    
    3,568
    
    
    
    3,568
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    33,838
    
    
    $
    8,191
    
    
    $
    9,106
    
    
    $
    11,718
    
    
    $
    4,823
 
 (a)
    
    Obligations for long-term debt reflect the requirements of the term loan under the Senior
Credit Facility. See Note 7 of Notes to Unaudited Consolidated Financial Statements included
elsewhere in this Report.(b)
    
    Estimated interest payments on long-term debt reflect the scheduled interest payments of the
term loan under the Senior Credit Facility and assume an effective weighted average interest
rate of 3.4%, the Companys blended interest rate at September 27, 2009. 28




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##### Table of Contents



(c)
    
    Included is an $8.7 million lease obligation for our new facility in Whippany, New Jersey.
We expect to initiate and complete the relocation to this facility in the fourth quarter of
fiscal 2010. See Liquidity and Capital Resources included elsewhere in this Report for lease
terms.(d)
    
    Obligations for capital equipment and fit-out of the facility for our new location in
Whippany, New Jersey.Our supplier purchase orders contain provisions allowing the vendors to recover certain of their
costs in the event of cancellation for convenience by the Company. 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 the Company if
cancelled for convenience. Therefore, no purchase obligations with respect to our suppliers have
been included in the above table. Inflation
  Environmental Matters
    29




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Litigation
  Recently Issued Accounting Standards
  30




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
    31




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##### Table of Contents



Item 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  32




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
    Director Nominee
    
    Votes For
    
    WithheldWilliam H. Alderman
    
    
    7,822,699
    
    
    
    214,770Charles W. Grigg
    
    
    7,803,812
    
    
    
    233,657Jay R. Harris
    
    
    7,821,391
    
    
    
    216,078William J. Recker
    
    
    7,816,162
    
    
    
    221,307Russell M. Sarachek
    
    
    8,012,238
    
    
    
    25,231William M. Shockley
    
    
    7,798,974
    
    
    
    238,495Frederick Wasserman
    
    
    6,786,907
    
    
    
    1,250,562Robert L.G. White
    
    
    7,821,324
    
    
    
    216,145
    
 Item 5. Other Information
  
 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.
 33




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SIGNATURES
  BREEZE-EASTERN CORPORATION
(Registrant)Dated:  October 29, 2009
    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. 34