##### 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 December 31, 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
    
    95-4062211(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification no.)700 Liberty AvenueUnion, New Jersey
    
    07083(Address of principal executive offices)
    
    (Zip Code)
  þ o
  o o þ
 o þ




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##### 



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




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##### Table of Contents



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
    
    
    Nine Months EndedDecember 31,
    
    
    December 25,
    
    
    December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    18,894
    
    
    $
    16,315
    
    
    $
    52,818
    
    
    $
    42,294Cost of sales
    
    
    10,079
    
    
    
    9,562
    
    
    
    29,404
    
    
    
    24,458Gross profit
    
    
    8,815
    
    
    
    6,753
    
    
    
    23,414
    
    
    
    17,836General, administrative
and selling expenses
    
    
    5,050
    
    
    
    3,616
    
    
    
    14,385
    
    
    
    10,002Interest expense
    
    
    1,000
    
    
    
    2,444
    
    
    
    3,286
    
    
    
    7,000Other expense-net
    
    
    62
    
    
    
    69
    
    
    
    141
    
    
    
    50Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    1,331
    
    
    
    Income before income taxes
    
    
    2,703
    
    
    
    624
    
    
    
    4,271
    
    
    
    784Provision for income taxes
    
    
    1,081
    
    
    
    237
    
    
    
    1,708
    
    
    
    298Net income
    
    $
    1,622
    
    
    $
    387
    
    
    $
    2,563
    
    
    $
    486Basic earnings per share:Net income
    
    $
    0.17
    
    
    $
    0.06
    
    
    $
    0.28
    
    
    $
    0.07Diluted earnings per share:Net income
    
    $
    0.17
    
    
    $
    0.06
    
    
    $
    0.27
    
    
    $
    0.07Number of shares used in computation
of per share information: (Note 1)Basic
    
    
    9,275,000
    
    
    
    6,726,000
    
    
    
    9,252,000
    
    
    
    6,706,000Diluted
    
    
    9,383,000
    
    
    
    6,760,000
    
    
    
    9,353,000
    
    
    
    6,734,000
  4




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##### Table of Contents



BREEZE-EASTERN CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS
  (Unaudited)December 31,2006
    
    
    March 31,2006AssetsCurrent assets:Cash
    
    $
    1,864
    
    
    $
    161Accounts receivable (net of allowance for doubtful accounts
of $29 at December 31, 2006 and $25 at March 31, 2006)
    
    
    14,370
    
    
    
    17,061Inventories
    
    
    20,229
    
    
    
    18,035Prepaid expenses and other current assets
    
    
    704
    
    
    
    686Deferred income taxes
    
    
    2,290
    
    
    
    2,426Total current assets
    
    
    39,457
    
    
    
    38,369Property, plant and equipment
    
    
    17,110
    
    
    
    16,322Less accumulated depreciation
    
    
    12,209
    
    
    
    11,512Property, plant and equipment  net
    
    
    4,901
    
    
    
    4,810Other assets:Deferred income taxes
    
    
    26,442
    
    
    
    28,015Goodwill
    
    
    402
    
    
    
    402Other
    
    
    9,396
    
    
    
    10,349Total other assets
    
    
    36,240
    
    
    
    38,766Total
    
    $
    80,598
    
    
    $
    81,945Liabilities and Stockholders EquityCurrent liabilities:Revolving credit facility
    
    $
    4,968
    
    
    $
    2,369Current portion of long-term debt
    
    
    3,057
    
    
    
    2,193Accounts payable-trade
    
    
    4,886
    
    
    
    7,641Accrued compensation
    
    
    2,524
    
    
    
    3,448Accrued income taxes
    
    
    246
    
    
    
    763Accrued interest
    
    
    297
    
    
    
    711Other current liabilities
    
    
    4,234
    
    
    
    4,144Total current liabilities
    
    
    20,212
    
    
    
    21,269Long-term debt payable to banks
    
    
    35,514
    
    
    
    39,415Other long-term liabilities
    
    
    9,396
    
    
    
    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 9,670,566 and 9,618,853 at December 31, 2006
and March 31, 2006, respectively
    
    
    97
    
    
    
    96Additional paid-in capital
    
    
    92,177
    
    
    
    91,515Accumulated deficit
    
    
    (70,309
    )
    
    
    (72,856
    )21,965
    
    
    
    18,755Less treasury stock, at cost  395,135 and 390,135 shares at December 31, 2006
and at March 31, 2006, resectively
    
    
    (6,489
    )
    
    
    (6,427
    )Total stockholders equity
    
    
    15,476
    
    
    
    12,328Total
    
    $
    80,598
    
    
    $
    81,945
  5




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##### Table of Contents



BREEZE-EASTERN CORPORATION
 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
 (UNAUDITED)
  Nine Months EndedDecember
31,2006
    
    

December
25,2005Cash Flows from Operating Activities:Net income
    
    $
    2,563
    
    
    $
    486Adjustments to reconcile net income to net cash provided by
operating activities:Write off of unamortized loan fees
    
    
    944
    
    
    
    Depreciation and amortization
    
    
    1,132
    
    
    
    1,080Noncash interest expense, net
    
    
    75
    
    
    
    794Stock based compensation
    
    
    230
    
    
    
    Loss on disposal of fixed asset
    
    
    1
    
    
    
    Increase in provision for bad debt
    
    
    4
    
    
    
    3Changes in assets and liabilities:Decrease (increase) in accounts receivable and other receivables
    
    
    2,687
    
    
    
    (642
    )Increase in inventories
    
    
    (2,194
    )
    
    
    (2,162
    )Decrease in deferred taxes
    
    
    1,709
    
    
    
    298(Increase) decrease in other assets
    
    
    (175
    )
    
    
    16(Decrease) increase in accounts payable
    
    
    (2,668
    )
    
    
    3,877(Decrease) increase in accrued compensation
    
    
    (924
    )
    
    
    144Decrease in income taxes payable
    
    
    (517
    )
    
    
    (183
    )Increase (decrease) in other liabilities
    
    
    124
    
    
    
    (913
    )Net cash provided by operating activities
    
    
    2,991
    
    
    
    2,798Cash Flows from Investing Activities:Additions to property, plant and equipment
    
    
    (987
    )
    
    
    (1,231
    )Collection of notes receivable
    
    
    
    
    
    
    133Decrease in restricted cash-net
    
    
    499
    
    
    
    4Net cash used in investing activities
    
    
    (488
    )
    
    
    (1,094
    )Cash Flows from Financing Activities:Payments on long-term debt
    
    
    (43,103
    )
    
    
    (2,250
    )Proceeds from long-term debt and borrowings
    
    
    40,000
    
    
    
    Borrowings (repayments) of other debt
    
    
    2,599
    
    
    
    (307
    )Payment of debt issue costs
    
    
    (419
    )
    
    
    Exercise of stock options
    
    
    123
    
    
    
    21Net cash used in financing activities
    
    
    (800
    )
    
    
    (2,536
    )Increase (decrease) in cash
    
    
    1,703
    
    
    
    (832
    )Cash at beginning of period
    
    
    161
    
    
    
    1,039Cash and cash equivalents at end of period
    
    $
    1,864
    
    
    $
    207Supplemental information:Interest payments
    
    $
    3,515
    
    
    $
    6,271Income tax payments
    
    
    517
    
    
    
    184Increase in term loans and senior subordinated note for paid-in-kind
interest
    
    
    
    
    
    
    639Non-cash financing activity for stock option exercise
    
    
    62
    
    
    
    Non-cash investing activity for additions to property, plant and equipment
    
    
    34
    
    
    
    182
  6




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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  Earnings Per Share
   Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 25,
    
    December 31,
    
    December 25,2006
    
    2005
    
    2006
    
    2005Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,275,000
    
    
    
    6,726,000
    
    
    
    9,252,000
    
    
    
    6,706,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,275,000
    
    
    
    6,726,000
    
    
    
    9,252,000
    
    
    
    6,706,000Stock options*
    
    
    108,000
    
    
    
    34,000
    
    
    
    101,000
    
    
    
    28,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,383,000
    
    
    
    6,760,000
    
    
    
    9,353,000
    
    
    
    6,734,000
 
 *
    
    During the three and nine month periods ended December 31, 2006, options to purchase 26,000
shares of common stock, and during the three and nine month periods ended December 25, 2005,
options to purchase 193,500 and 241,167 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.
 Stock-Based Compensation
  7




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##### Table of Contents



Three MonthsEnded
    
    
    Nine MonthsEndedDecember 25,2005
    
    
    December 25,2005Net income as reported
    
    $
    387
    
    
    $
    486Add: Stock-based employee
compensation expense included in
reported net income, net of
related tax effects
    
    
    24
    
    
    
    62Deduct: Total stock-based
compensation expense determined
under fair value based method
for all awards, net of related
tax effects
    
    
    (59
    )
    
    
    (172
    )Proforma net income
    
    $
    352
    
    
    $
    376Basic earnings per share:As reported
    
    $
    0.06
    
    
    $
    0.07Proforma
    
    $
    0.05
    
    
    $
    0.06Diluted earnings per share:As reported
    
    $
    0.06
    
    
    $
    0.07Proforma
    
    $
    0.05
    
    
    $
    0.06
 8




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##### Table of Contents



2007
    
    2006Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    51.0
    %
    
    
    53.3
    %Risk-free interest rate
    
    
    5.1
    %
    
    
    3.9
    %Expected term of options (in years)
    
    
    7.0
    
    
    
    7.0
 9




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##### Table of Contents



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
    
    
    (29,836
    )
    
    $
    181
    
    
    
    
    
    
    $
    6.19Canceled or expired (a)
    
    
    (129,168
    )
    
    
    
    
    
    
    
    
    
    $
    12.66Outstanding at December 31, 2006
    
    
    364,996
    
    
    $
    935
    
    
    
    7
    
    
    $
    8.91Options exercisable at December 31, 2006
    
    
    227,996
    
    
    $
    698
    
    
    
    6
    
    
    $
    8.58Unvested options expected to become
exercisable after December 31, 2006
    
    
    137,000
    
    
    $
    236
    
    
    
    9
    
    
    $
    9.45Shares available for future option
grants at December 31, 2006 (b)
    
    
    770,227
 
 (a)
    
    Included are 60,000 stock options granted to the former Chairman of the Board that expired
by their terms in the first quarter of fiscal 2007. Also included are 65,000 stock options
eligible for exercise that the former Chairman surrendered for cancellation in consideration for
payment by the Company of the aggregate difference between the stock option exercise price and
the price of the Common Stock at the transaction date.(b)
    
    May be decreased by restricted stock grants.    10




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##### Table of Contents



Weighted   AverageNumber of
    
    Grant DateShares
    
    Fair ValueNon-vested at March 31, 2006
    
    
    30,098
    
    
    $
    7.11Granted
    
    
    21,877
    
    
    $
    11.36Vested
    
    
    (27,670
    )
    
    $
    7.12Cancelled
    
    
    
    
    
    
    Non-vested at December 31, 2006
    
    
    24,305
    
    
    $
    10.93
   Inventories
  December 31,
    
    
    March 31,2006
    
    
    2006Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    2,882
    
    
    
    3,847Purchased and
manufactured parts
    
    
    17,347
    
    
    
    14,188Total
    
    $
    20,229
    
    
    $
    18,035
 Property and Related Depreciation
  11




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##### Table of Contents



Buildings
    
    10 to 33 yearsMachinery 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, 2006
    
    $
    301Warranty costs incurred
    
    
    (313
    )Change in estimates to pre-existing warranties
    
    
    Product warranty accrual
    
    
    449Balance at December 31, 2006
    
    $
    437
 Long-Term Debt Payable
  December 31,
    
    
    March 31,2006
    
    
    2006Senior Credit Facility
    
    $
    43,539
    
    
    $
    43,977Less current maturities
    
    
    8,025
    
    
    
    4,562Total long-term debt
    
    $
    35,514
    
    
    $
    39,415
 Credit Facility 
  12




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Former Senior Credit Facility
 Employee Benefit Plans
    13




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##### Table of Contents



Postretirement BenefitsThree Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 25,
    
    
    December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Components of net
periodic benefit
costs:Interest Cost
    
    $
    10
    
    
    $
    18
    
    
    $
    31
    
    
    $
    55Amortization of net
(gain) loss
    
    
    (10
    )
    
    
    14
    
    
    
    (31
    )
    
    
    40Net periodic
benefit cost
    
    $
    
    
    
    $
    32
    
    
    $
    
    
    
    $
    95
 Pension PlanThree Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 25,
    
    
    December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Components of net
periodic benefit
costs:Interest Cost
    
    $
    31
    
    
    $
    38
    
    
    $
    92
    
    
    $
    121Amortization of net
loss
    
    
    1
    
    
    
    
    
    
    
    3
    
    
    
    Net periodic
benefit cost
    
    $
    32
    
    
    $
    38
    
    
    $
    95
    
    
    $
    121
 New Accounting Standards
   14




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Contingencies
 Environmental Matters
  15




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##### Table of Contents



Asset Sale
 16




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##### Table of Contents



Litigation
 Segment and Geographic Location
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 25,
    
    
    December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Hoist and Winch
    
    $
    12,511
    
    
    $
    12,280
    
    
    $
    37,283
    
    
    $
    31,304Cargo Hooks
    
    
    4,467
    
    
    
    1,890
    
    
    
    11,814
    
    
    
    7,118Weapons Handling
    
    
    1,422
    
    
    
    1,794
    
    
    
    2,299
    
    
    
    2,747Other Sales
    
    
    494
    
    
    
    351
    
    
    
    1,422
    
    
    
    1,125Total
    
    $
    18,894
    
    
    $
    16,315
    
    
    $
    52,818
    
    
    $
    42,294
  Three Months Ended
    
    Nine Months EndedDecember 31,
    
    December 25,
    
    December 31,
    
    December 25,2006
    
    2005
    
    2006
    
    2005United States
Government
    
    $
    7,114
    
    
    $
    3,501
    
    
    $
    18,091
    
    
    $
    12,716Finmeccanica SpA
    
    $
    4,239
    
    
    $
    3,042
    
    
    $
    11,407
    
    
    $
    7,104
 17




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 25,
    
    
    December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Location:United States
    
    $
    11,955
    
    
    $
    7,704
    
    
    $
    29,817
    
    
    $
    22,920England
    
    
    3,121
    
    
    
    1,297
    
    
    
    5,644
    
    
    
    2,557Italy
    
    
    1,389
    
    
    
    2,711
    
    
    
    7,115
    
    
    
    6,240Other European
Countries
    
    
    880
    
    
    
    1,203
    
    
    
    4,371
    
    
    
    2,288Pacific and Far East
    
    
    538
    
    
    
    2,040
    
    
    
    2,831
    
    
    
    3,678Other non-United
States
    
    
    1,011
    
    
    
    1,360
    
    
    
    3,040
    
    
    
    4,611Total
    
    $
    18,894
    
    
    $
    16,315
    
    
    $
    52,818
    
    
    $
    42,294
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
    18




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Results of Operations
 Three Months Ended December 31, 2006 Compared with Three Months Ended December 25, 2005
 Three Months Ended
    
    
    Increase (decrease)December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    $
    
    
    %New Equipment
    
    $
    8,318
    
    
    $
    8,428
    
    
    $
    (110
    )
    
    
    (1.3
    )Spare Parts
    
    
    7,250
    
    
    
    4,345
    
    
    
    2,905
    
    
    
    66.9Overhaul and Repair
    
    
    3,233
    
    
    
    3,352
    
    
    
    (119
    )
    
    
    (3.6
    )Engineering Services
    
    
    93
    
    
    
    190
    
    
    
    (97
    )
    
    
    (51.1
    )Net Sales
    
    
    18,894
    
    
    
    16,315
    
    
    
    2,579
    
    
    
    15.8Cost of Sales
    
    
    10,079
    
    
    
    9,562
    
    
    
    517
    
    
    
    5.4Gross Profit
    
    
    8,815
    
    
    
    6,753
    
    
    
    2,062
    
    
    
    30.5General,
administrative and
selling expenses
    
    
    5,050
    
    
    
    3,616
    
    
    
    1,434
    
    
    
    39.7Interest expense
    
    
    1,000
    
    
    
    2,444
    
    
    
    (1,444
    )
    
    
    (59.1
    )Net income
    
    $
    1,622
    
    
    $
    387
    
    
    $
    1,235
    
    
    
    319.1
 Net Sales
 Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 19




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##### Table of Contents



Net Income
 New orders
 Backlog
 Nine Months Ended December 31, 2006 Compared with Nine Months Ended December 25, 2005
 Nine Months Ended
    
    
    Increase (decrease)December 31,
    
    
    December 25,2006
    
    
    2005
    
    
    $
    
    
    %New Equipment
    
    $
    24,021
    
    
    $
    18,329
    
    
    $
    5,692
    
    
    
    31.1Spare Parts
    
    
    17,529
    
    
    
    12,628
    
    
    
    4,901
    
    
    
    38.8Overhaul and Repair
    
    
    10,953
    
    
    
    10,650
    
    
    
    303
    
    
    
    2.8Engineering Services
    
    
    315
    
    
    
    687
    
    
    
    (372
    )
    
    
    (54.1
    )Net Sales
    
    
    52,818
    
    
    
    42,294
    
    
    
    10,524
    
    
    
    24.9Cost of Sales
    
    
    29,404
    
    
    
    24,458
    
    
    
    4,946
    
    
    
    20.2Gross Profit
    
    
    23,414
    
    
    
    17,836
    
    
    
    5,578
    
    
    
    31.3General,
administrative and
selling expenses
    
    
    14,385
    
    
    
    10,002
    
    
    
    4,383
    
    
    
    43.8Interest expense
    
    
    3,286
    
    
    
    7,000
    
    
    
    (3,714
    )
    
    
    (53.1
    )Loss on
extinguishment of
debt
    
    
    1,331
    
    
    
    
    
    
    
    1,331
    
    
    
    100.0Net income
    
    $
    2,563
    
    
    $
    486
    
    
    $
    2,077
    
    
    
    427.4
 Net Sales
 20




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##### Table of Contents



Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 Net Income
 New orders
 Backlog
 21




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Liquidity and Capital Resources
    Working Capital
    22




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##### Table of Contents



Capital Expenditures
  Senior Credit Facility
 Senior Credit Facility 
   Tax Benefits from Net Operating Losses
   23




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##### Table of Contents



Summary Disclosure About Contractual Obligations and Commercial Commitments
  Payments Due By PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsDebt principal
repayments
    
    $
    38,571
    
    
    $
    3,057
    
    
    $
    6,114
    
    
    $
    29,400
    
    
    $
    Estimated interest
payments on
long-term debt
    
    
    11,864
    
    
    
    3,179
    
    
    
    5,568
    
    
    
    3,117
    
    
    
    Operating leases
    
    
    412
    
    
    
    160
    
    
    
    147
    
    
    
    105
    
    
    
    Total
    
    $
    50,847
    
    
    $
    6,396
    
    
    $
    11,829
    
    
    $
    32,622
    
    
    $
    
   Inflation
  Environmental Matters
  24




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##### Table of Contents



25




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##### Table of Contents



Litigation
  Forward Looking Statements
     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
   27




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 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: February 13, 2007
    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