##### 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 December 28, 2008
 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 Avenue
    
    07083Union, New Jersey
    
    (Zip Code)(Address of principal executive offices)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



INDEX
 PageNo.PART 1 Financial InformationItem 1. Condensed Financial Statements (Unaudited)
    
    
    3Condensed Statements of Consolidated Operations Three and Nine Month
Periods Ended December 28, 2008 and December 30, 2007
(Unaudited)
    
    
    4Condensed Consolidated Balance Sheets
December 28, 2008 (Unaudited) and March 31, 2008
    
    
    5Condensed Statements of Consolidated Cash Flows Nine Month Periods Ended
December 28, 2008 and December 30, 2007 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7 - 18Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18 - 29Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31PART II. Other InformationItem 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    31Item 6. Exhibits
    
    
    32SIGNATURES
    
    
    32EX-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)
(In Thousands of Dollars, Except Share and Per Share Data)
 Three Months Ended
    
    
    Nine Months EndedDecember 28, 2008
    
    
    December 30, 2007
    
    
    December 28, 2008
    
    
    December 30, 2007Net sales
    
    $
    23,527
    
    
    $
    18,061
    
    
    $
    52,002
    
    
    $
    51,556Cost of sales
    
    
    14,175
    
    
    
    9,919
    
    
    
    30,758
    
    
    
    29,763Gross profit
    
    
    9,352
    
    
    
    8,142
    
    
    
    21,244
    
    
    
    21,793General, administrative and
selling expenses
    
    
    4,744
    
    
    
    4,714
    
    
    
    13,607
    
    
    
    14,069Interest expense
    
    
    305
    
    
    
    846
    
    
    
    1,129
    
    
    
    2,670Other expense  net
    
    
    45
    
    
    
    38
    
    
    
    133
    
    
    
    107Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    551
    
    
    
    Income before income taxes
    
    
    4,258
    
    
    
    2,544
    
    
    
    5,824
    
    
    
    4,947Income tax provision
    
    
    1,788
    
    
    
    1,018
    
    
    
    2,446
    
    
    
    1,979Net income
    
    $
    2,470
    
    
    $
    1,526
    
    
    $
    3,378
    
    
    $
    2,968Earnings per share:Basic:Net income per share:
    
    $
    0.26
    
    
    $
    0.16
    
    
    $
    0.36
    
    
    $
    0.32Diluted:Net income per share:
    
    $
    0.26
    
    
    $
    0.16
    
    
    $
    0.36
    
    
    $
    0.32Weighted  average basic
shares outstanding
    
    
    9,365,000
    
    
    
    9,327,000
    
    
    
    9,351,000
    
    
    
    9,308,000Weighted  average diluted
shares outstanding
    
    
    9,398,000
    
    
    
    9,404,000
    
    
    
    9,407,000
    
    
    
    9,395,000
 See notes to consolidated financial statements.
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##### Table of Contents



BREEZE-EASTERN CORPORATION


CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)December 28, 2008
    
    March 31, 2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,204
    
    
    $
    1,876Accounts receivable (net of allowance for doubtful accounts of
$105 at December 28, 2008 and $101 at March 31, 2008)
    
    
    18,567
    
    
    
    19,733Inventories
    
    
    22,614
    
    
    
    18,227Prepaid expenses and other current assets
    
    
    340
    
    
    
    410Deferred income taxes
    
    
    6,914
    
    
    
    7,545Total current assets
    
    
    50,639
    
    
    
    47,791PROPERTY:Property, plant and equipment
    
    
    13,242
    
    
    
    13,226Less accumulated depreciation and amortization
    
    
    9,085
    
    
    
    9,393Property , plant and equipment  net
    
    
    4,157
    
    
    
    3,833OTHER ASSETS:Deferred income taxes
    
    
    12,399
    
    
    
    13,819Goodwill
    
    
    402
    
    
    
    402Real estate held for sale
    
    
    4,000
    
    
    
    4,000Other
    
    
    7,600
    
    
    
    6,345Total other assets
    
    
    24,401
    
    
    
    24,566TOTAL
    
    $
    79,197
    
    
    $
    76,190LIABILITIES AND STOCKHOLDERS EQUITY:CURRENT LIABILITIES:Revolving credit facility
    
    $
    2,400
    
    
    $
    2,920Current portion of long-term debt
    
    
    3,286
    
    
    
    3,057Accounts payable  trade
    
    
    6,216
    
    
    
    3,934Accrued compensation
    
    
    2,486
    
    
    
    2,952Accrued income taxes
    
    
    316
    
    
    
    353Accrued interest
    
    
    146
    
    
    
    136Other current liabilities
    
    
    5,372
    
    
    
    5,895Total current liabilities
    
    
    20,222
    
    
    
    19,247LONG-TERM DEBT PAYABLE TO BANKS
    
    
    18,893
    
    
    
    19,849OTHER LONG-TERM LIABILITIES
    
    
    9,305
    
    
    
    10,202COMMITMENTS 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,
9,778,097 at December 28, 2008 and 9,751,315 shares at March 31, 2008
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    93,601
    
    
    
    93,090Accumulated deficit
    
    
    (56,201
    )
    
    
    (59,580
    )Accumulated other comprehensive loss
    
    
    (16
    )
    
    
    (16
    )37,481
    
    
    
    33,591Less treasury stock, at cost - 412,731 at December 28, 2008 and 412,323 shares at
March 31, 2008
    
    
    (6,704
    )
    
    
    (6,699
    )Total stockholders equity
    
    
    30,777
    
    
    
    26,892TOTAL
    
    $
    79,197
    
    
    $
    76,190
 See notes to consolidated financial statements.
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BREEZE-EASTERN CORPORATION


CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Nine months endedDecember 28, 2008
    
    December 30, 2007Cash flows from operating activities:Net income
    
    $
    3,378
    
    
    $
    2,968Adjustments to reconcile net income to net cash
provided by operating activities:Write off of unamortized loan fees
    
    
    223
    
    
    
    Depreciation and amortization
    
    
    1,038
    
    
    
    987Noncash interest expense, net
    
    
    63
    
    
    
    79Stock based compensation
    
    
    500
    
    
    
    463Provision for losses on accounts receivable
    
    
    4
    
    
    
    10Deferred taxes-net
    
    
    2,051
    
    
    
    1,869Changes in assets and liabilities :Decrease in accounts receivable and other receivables
    
    
    1,162
    
    
    
    2,870Increase in inventories
    
    
    (4,387
    )
    
    
    (1,744
    )Increase in other assets
    
    
    (74
    )
    
    
    (1,033
    )Increase (decrease) in accounts payable
    
    
    2,347
    
    
    
    (1,377
    )Decrease in accrued compensation
    
    
    (466
    )
    
    
    (821
    )Decrease in accrued income taxes
    
    
    (37
    )
    
    
    (77
    )Decrease in other liabilities
    
    
    (1,482
    )
    
    
    (199
    )Net cash provided by operating activities
    
    
    4,320
    
    
    
    3,995Cash flows from investing activities:Capital expenditures
    
    
    (1,416
    )
    
    
    (672
    )Capitalized project costs
    
    
    (823
    )
    
    
    Decrease in restricted cash
    
    
    
    
    
    
    4Net cash used in investing activities
    
    
    (2,239
    )
    
    
    (668
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (23,727
    )
    
    
    (4,296
    )Proceeds from long-term debt and borrowings
    
    
    23,000
    
    
    
    Net (repayments) borrowings of other debt
    
    
    (520
    )
    
    
    782Payment of debt issue costs
    
    
    (513
    )
    
    
    Expenses related to the private placement of common stock
    
    
    
    
    
    
    (5
    )Exercise of stock options
    
    
    7
    
    
    
    65Net cash used in financing activities
    
    
    (1,753
    )
    
    
    (3,454
    )Increase (decrease) in cash
    
    
    328
    
    
    
    (127
    )Cash at beginning of period
    
    
    1,876
    
    
    
    2,127Cash at end of period
    
    $
    2,204
    
    
    $
    2,000Supplemental information:Interest payments
    
    $
    1,025
    
    
    $
    2,659Income tax payments
    
    $
    438
    
    
    $
    189Non-cash financing activity for stock option exercise
    
    $
    
    
    
    $
    210Non-cash investing activity for capitalized project costs
    
    $
    69
    
    
    $
    Non-cash investing activity for additions to property, plant and equipment
    
    $
    40
    
    
    $
    122
 See notes to consolidated financial statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
   Three Months Ended
    
    
    Nine Months EndedDecember 28,
    
    
    December 30,
    
    
    December 28,
    
    
    December 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,365,000
    
    
    
    9,327,000
    
    
    
    9,351,000
    
    
    
    9,308,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,365,000
    
    
    
    9,327,000
    
    
    
    9,351,000
    
    
    
    9,308,000Stock options*
    
    
    33,000
    
    
    
    77,000
    
    
    
    56,000
    
    
    
    87,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,398,000
    
    
    
    9,404,000
    
    
    
    9,407,000
    
    
    
    9,395,000
 
 *
    
    During the three and nine month periods ended December 28, 2008, options to purchase 311,000
and 213,000 shares of common stock, respectively, and during the three and nine month periods
ended December 30, 2007, options to purchase 171,000 and 99,000 shares of common stock,
respectively, were not included in the computation of diluted earnings per share because the
exercise prices of the options were greater than the average market price of the common share. Stock-Based Compensation
  7




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2009
    
    2008Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    33.5
    %
    
    
    48.9
    %Risk-free interest rate
    
    
    3.6
    %
    
    
    4.7
    %Expected term of options (in years)
    
    
    7.0
    
    
    
    7.0
 8




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Aggregate
    
    Approximate
    
    Weighted-Intrinsic
    
    Remaining
    
    AverageNumber
    
    Value
    
    Contractual
    
    Exerciseof Shares
    
    (in thousands)
    
    Term (Years)
    
    PriceOutstanding at March 31, 2008
    
    
    380,911
    
    
    $
    738
    
    
    
    6
    
    
    $
    9.90Granted
    
    
    82,000
    
    
    
    
    
    
    
    
    
    
    $
    10.60Exercised
    
    
    (1,000
    )
    
    $
    4
    
    
    
    
    
    
    $
    7.05Canceled or expired
    
    
    ( 7,000
    )
    
    
    
    
    
    
    
    
    
    $
    11.87Outstanding at December 28, 2008
    
    
    454,911
    
    
    $
    159
    
    
    
    6
    
    
    $
    10.00Options exercisable at December 28,
2008
    
    
    303,411
    
    
    $
    159
    
    
    
    5
    
    
    $
    9.40Unvested options expected to become
exercisable after December 28, 2008
    
    
    151,500
    
    
    $
    0
    
    
    
    9
    
    
    $
    11.20Shares available for future option
grants at
December 28, 2008 (a)
    
    
    356,936
 
 (a)
    
    May be decreased by restricted stock grants.     Weighted -Average GrantNumber of
    
    DateShares
    
    Fair ValueNon-vested at March 31, 2008
    
    
    26,899
    
    
    $
    12.17Granted
    
    
    25,782
    
    
    $
    10.63Vested
    
    
    (20,369
    )
    
    $
    12.36Cancelled
    
    
    (  408
    )
    
    $
    12.04Non-vested at December 28, 2008
    
    
    31,904
    
    
    $
    10.80
 9




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Inventories
  December 28,
    
    

    March 31,2008
    
    

    2008Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    5,501
    
    
    
    3,782Purchased and manufactured parts
    
    
    17,113
    
    
    
    14,445Total
    
    $
    22,614
    
    
    $
    18,227
 Property and Related Depreciation
   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, 2008
    
    $
    397Warranty costs incurred
    
    
    (152
    )Change in estimates to pre-existing warranties
    
    
    (166
    )Product warranty accrual
    
    
    179Balance at December 28, 2008
    
    $
    258
 10




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Income Taxes
      11




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Debt
  December 28, 2008
    
    
    March 31, 2008Senior Credit Facility
    
    $
    24,579
    
    
    $
    25,826Less current maturities
    
    
    5,686
    
    
    
    5,977Total long-term debt
    
    $
    18,893
    
    
    $
    19,849
 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
    
    
    Nine Months EndedDecember 28,
    
    
    December 30,
    
    
    December 28,
    
    
    December 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Components of net
periodic benefit
costs:Interest cost
    
    $
    11
    
    
    $
    13
    
    
    $
    34
    
    
    $
    39Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    11
    
    
    $
    13
    
    
    $
    34
    
    
    $
    39
 Pension PlanThree Months Ended
    
    
    Nine Months EndedDecember 28,
    
    
    December 30,
    
    
    December 28,
    
    
    December 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Components of net
periodic benefit
costs:Interest Cost
    
    $
    98
    
    
    $
    47
    
    
    $
    206
    
    
    $
    136Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    98
    
    
    $
    47
    
    
    $
    206
    
    
    $
    136
 New Accounting Standards
   14




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15




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Contingencies
 Environmental Matters
    16




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Litigation
 Segment, Geographic Location and Customer Information
   Three Months Ended
    
    
    Nine Months EndedDecember 28,
    
    
    December 30,
    
    
    December 28,
    
    
    December 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Hoist and Winch
    
    $
    14,369
    
    
    $
    12,608
    
    
    $
    32,065
    
    
    $
    36,638Cargo Hooks
    
    
    4,873
    
    
    
    2,774
    
    
    
    10,529
    
    
    
    9,265Weapons Handling
    
    
    3,115
    
    
    
    2,522
    
    
    
    5,924
    
    
    
    4,949Other Sales
    
    
    1,170
    
    
    
    157
    
    
    
    3,484
    
    
    
    704Total
    
    $
    23,527
    
    
    $
    18,061
    
    
    $
    52,002
    
    
    $
    51,556
 17




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 28,
    
    
    December 30,
    
    
    December 28,
    
    
    December 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Location:United States
    
    $
    14,083
    
    
    $
    9,967
    
    
    $
    32,336
    
    
    $
    27,661England
    
    
    872
    
    
    
    1,410
    
    
    
    1,693
    
    
    
    3,110Italy
    
    
    1,465
    
    
    
    2,031
    
    
    
    4,038
    
    
    
    6,955Other European
Countries
    
    
    3,193
    
    
    
    986
    
    
    
    5,407
    
    
    
    5,237Pacific and Far East
    
    
    1,840
    
    
    
    1,296
    
    
    
    3,447
    
    
    
    2,810Other non-United
States
    
    
    2,074
    
    
    
    2,371
    
    
    
    5,081
    
    
    
    5,783Total
    
    $
    23,527
    
    
    $
    18,061
    
    
    $
    52,002
    
    
    $
    51,556
 
 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 December 28, 2008 Compared with Three Months Ended December 30, 2007 (in
thousands)
 Three Months EndedDecember 28,
    
    
    December 30,
    
    
    Increase (decrease)2008
    
    
    2007
    
    
    $
    
    
    %New Equipment
    
    $
    12,695
    
    
    $
    11,026
    
    
    $
    1,669
    
    
    
    15.1Spare Parts
    
    
    4,664
    
    
    
    3,527
    
    
    
    1,137
    
    
    
    32.2Overhaul and Repair
    
    
    5,159
    
    
    
    3,403
    
    
    
    1,756
    
    
    
    51.6Engineering Services
    
    
    1,009
    
    
    
    105
    
    
    
    904
    
    
    
    861.0Net Sales
    
    
    23,527
    
    
    
    18,061
    
    
    
    5,466
    
    
    
    30.3Cost of Sales
    
    
    14,175
    
    
    
    9,919
    
    
    
    4,256
    
    
    
    42.9Gross Profit
    
    
    9,352
    
    
    
    8,142
    
    
    
    1,210
    
    
    
    14.9General,
administrative and
selling expenses
    
    
    4,744
    
    
    
    4,714
    
    
    
    30
    
    
    
    0.6Interest expense
    
    
    305
    
    
    
    846
    
    
    
    (541
    )
    
    
    (63.9
    )Net income
    
    $
    2,470
    
    
    $
    1,526
    
    
    $
    944
    
    
    
    61.9
 Net Sales
 19




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Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 20




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Net Income
 New orders
   Backlog
  21




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Nine Months Ended December 28, 2008 Compared with Nine Months Ended December 30, 2007 (in
thousands)
 Nine Months Ended
    
    
    IncreaseDecember 28,
    
    
    December 30,
    
    
    (decrease)2008
    
    
    2007
    
    
    $
    
    
    %New Equipment
    
    $
    26,441
    
    
    $
    29,037
    
    
    $
    (2,596
    )
    
    
    (8.9
    )Spare Parts
    
    
    10,351
    
    
    
    11,613
    
    
    
    (1,262
    )
    
    
    (10.9
    )Overhaul and Repair
    
    
    12,095
    
    
    
    10,507
    
    
    
    1,588
    
    
    
    15.1Engineering Services
    
    
    3,115
    
    
    
    399
    
    
    
    2,716
    
    
    
    680.7Net Sales
    
    
    52,002
    
    
    
    51,556
    
    
    
    446
    
    
    
    0.9Cost of Sales
    
    
    30,758
    
    
    
    29,763
    
    
    
    995
    
    
    
    3.3Gross Profit
    
    
    21,244
    
    
    
    21,793
    
    
    
    (549
    )
    
    
    (2.5
    )General,
administrative and
selling expenses
    
    
    13,607
    
    
    
    14,069
    
    
    
    (462
    )
    
    
    (3.3
    )Interest expense
    
    
    1,129
    
    
    
    2,670
    
    
    
    (1,541
    )
    
    
    (57.7
    )Loss on
extinguishment of
debt
    
    
    551
    
    
    
    
    
    
    
    551
    
    
    
    N/ANet income
    
    $
    3,378
    
    
    $
    2,968
    
    
    $
    410
    
    
    
    13.8
 Net Sales
     Cost of Sales.
 22




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##### Table of Contents



Gross Profit
 General, administrative and selling expenses
 Interest expense
 Loss on Extinguishment of Debt.
 Net Income
 New orders
  23




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##### Table of Contents



Backlog
  Liquidity and Capital Resources
   24




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##### Table of Contents



Working Capital
     Capital Expenditures
   Senior Credit Facility
 Senior Credit Facility 
 25




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##### Table of Contents



Interest Rate Swap
  Tax Benefits from Net Operating Losses
  26




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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 (a)
    
    $
    22,179
    
    
    $
    3,286
    
    
    $
    6,571
    
    
    $
    12,322
    
    
    $
    Estimated interest
payments on
long-term debt (b)
    
    
    2,931
    
    
    
    882
    
    
    
    1,350
    
    
    
    699
    
    
    
    Operating leases
    
    
    381
    
    
    
    234
    
    
    
    147
    
    
    
    
    
    
    
    FIN48 obligations,
including interest
and penalties (c)
    
    
    350
    
    
    
    350
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    25,841
    
    
    $
    4,752
    
    
    $
    8,068
    
    
    $
    13,021
    
    
    $
    
     Inflation
   27




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##### Table of Contents



Environmental Matters
     28




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##### Table of Contents



Litigation
  Recently Issued Accounting Standards
    29




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
   30




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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
  31




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##### Table of Contents



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 3, 2009
    By:
    /s/  Joseph F. SpanierJoseph F. Spanier, Executive Vice President,Chief Financial Officer and Treasurer *   32