SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A-1
(MARK ONE)
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
For the fiscal year ended March 31, 2006
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| o | | OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
Commission file number 1-7872 BREEZE-EASTERN CORPORATION
(formerly TransTechnology Corporation)
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
700 Liberty Avenue
Union, New Jersey
(Address of principal executive offices) | | 95-4062211
(I.R.S. employer
identification no.)
07083
(Zip Code) |
Registrant’s telephone number, including area code: (908) 688-2440
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yeso Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ
As of June 8, 2006, the aggregate market value of voting stock held by non-affiliates of the registrant based on the last sales price as reported by the Over-the-Counter market on such date was $95,537,931. (See Item 12)
As of June 8, 2006, the registrant had 9,230,718 shares of Common Stock outstanding.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
The Registrant’s Form 10-K was filed on June 16, 2006 for the year ended March 31, 2006. This amendment corrects or adds the following information: (i) the report of the independent registered public accounting firm related to the consolidated financial statement schedule of the Company listed in Item 15.
Except as described above, no other changes have been made to the Form 10-K and this amendment does not amend, update or change any other information contained in the Form 10-K. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the original filing of the Form 10-K on June 16, 2006. Accordingly, this amendment should be read in conjunction with the Registrant’s filings made with the Securities and Exchange Commission subsequent to the filing of the Form 10-K, including any amendments to those filings.
PART I
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934:
Certain of the statements contained in the body of this Report are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In the preparation of this Report, where such forward-looking statements appear, the Company has sought to accompany such statements with meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those described in the forward-looking statements. A description of the principal risks and uncertainties inherent in the Company’s business is included herein under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers of this Report are encouraged to read these cautionary statements carefully.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
(a) Financial Statements, Schedules and Exhibits:
1. Financial Statements:
Consolidated Balance Sheets at March 31, 2006 and 2005
Statements of Consolidated Operations for the years ended March 31, 2006, 2005 and 2004
Statements of Consolidated Cash Flows for the years ended March 31, 2006, 2005 and 2004
Statements of Consolidated Stockholders’ Equity (Deficit) for the years ended March 31, 2006, 2005 and 2004
Notes to Consolidated Financial Statements
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2. Financial Statement Schedules
Schedule II — Consolidated Valuation and Qualifying Accounts for the years ended March 31, 2006, 2005 and 2004
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 2006, 2005 AND 2004
| | | | | | | | | | | | | | | | | | | | | |
| | | Balance at
| | | Charged to
| | | Charged to
| | | | | | Balance
| |
| | | Beginning of
| | | Costs and
| | | Other
| | | | | | at End of
| |
Description | | Period | | | Expenses | | | Accounts | | | Deductions | | | Period | |
| | | (In thousands) | |
| |
| 2006 | | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts and sales returns | | $ | 16 | | | $ | 17 | | | $ | — | | | $ | 8 | | | $ | 25 | |
| Inventory reserves | | $ | 1,387 | | | $ | 85 | | | $ | — | | | $ | — | | | $ | 1,472 | |
| Environmental reserves | | $ | 5,775 | | | $ | 297 | | | $ | — | | | $ | 938 | | | $ | 5,134 | |
| Allowance for tax loss valuation | | $ | 5,946 | | | $ | — | | | $ | — | | | $ | 51 | | | $ | 5,895 | |
| 2005 | | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts and sales returns | | $ | 10 | | | $ | 16 | | | $ | — | | | $ | 10 | | | $ | 16 | |
| Inventory reserves | | $ | 1,577 | | | $ | — | | | $ | — | | | $ | 190 | | | $ | 1,387 | |
| Environmental reserves | | $ | 5,632 | | | $ | 370 | | | $ | — | | | $ | 227 | | | $ | 5,775 | |
| Allowance for tax loss valuation | | $ | — | | | $ | 5,946 | | | $ | — | | | $ | — | | | $ | 5,946 | |
| 2004 | | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts and sales returns | | $ | 65 | | | $ | 10 | | | $ | — | | | $ | 65 | | | $ | 10 | |
| Inventory reserves | | $ | 1,490 | | | $ | 300 | | | $ | — | | | $ | 213 | | | $ | 1,577 | |
| Environmental reserves | | $ | 5,888 | | | $ | 348 | | | $ | — | | | $ | 604 | | | $ | 5,632 | |
| Allowance for tax loss valuation | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Breeze-Eastern Corporation
We have audited the consolidated financial statements of Breeze-Eastern Corporation and subsidiaries (formerly TransTechnology Corporation) (the “Company”) as of March 31, 2006 and 2005, and for each of the three years in the period ended March 31, 2006, and have issued our report thereon dated June 8, 2006; such consolidated financial statements and report are incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended March 31, 2006. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 8, 2006
The following exhibits have been filed with this report:
| | 31.1 | | Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302. |
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| | 31.2 | | Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302. |
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| | 32.1 | | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Sarbanes Oxley Act of 2002 Section 906. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Date: January 31, 2007 | | | | |
| | | BREEZE-EASTERN CORPORATION | | |
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| | | By: /s/ Robert L.G. White | | |
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| | | Robert L.G. White | | |
| | | President and Chief Executive Officer | | |
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