1
BE AEROSPACE, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A 2
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2000
Commission File No. 0-18348
BE AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1209796
(State of Incorporation) (I.R.S. Employer Identification No.)
1400 CORPORATE CENTER WAY
WELLINGTON, FLORIDA 33414-2105
(Address of principal executive offices)
(561) 791-5000
(Registrant's telephone number, including area code)
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. YES[X] NO[ ]
The registrant has one class of common stock, $0.01 par value, of which
25,439,772 shares were outstanding as of October 2, 2000.
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BE AEROSPACE, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
August 26, February 26,
2000 2000
---- ----
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 40,199 $ 37,363
Accounts receivable - trade, less allowance for doubtful
accounts of $3,484 (August 26, 2000)
and $3,883 (February 26, 2000) 99,662 103,719
Inventories, net 117,977 127,230
Other current assets 29,387 35,291
--------- ---------
Total current assets 287,225 303,603
--------- ---------
Property and equipment, net 150,765 152,350
Intangibles and other assets, net 412,026 425,836
--------- ---------
$ 850,016 $ 881,789
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 55,934 $ 60,824
Accrued liabilities 83,259 109,143
Current portion of long-term debt 4,236 3,723
--------- ---------
Total current liabilities 143,429 173,690
--------- ---------
Long-term debt 615,893 618,202
Other liabilities 25,504 25,400
Stockholders' Equity:
Preferred stock, $0.01 par value; 1,000,000 shares
authorized; no shares outstanding -- --
Common stock, $0.01 par value; and 25,219,067 (August 26, 2000)
24,931,307 (February 26, 2000) issued and outstanding 252 249
Additional paid-in capital 251,946 249,682
Accumulated deficit (165,707) (174,874)
Accumulated other comprehensive loss (21,301) (10,560)
--------- ---------
Total stockholders' equity 65,190 64,497
--------- ---------
$ 850,016 $ 881,789
========= =========
See accompanying notes to condensed consolidated financial statements.
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BE AEROSPACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollars in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- --------------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
-------- -------- -------- --------
Net sales $164,116 $191,895 $333,241 $376,927
Cost of sales 103,358 121,558 210,930 240,003
-------- -------- -------- --------
Gross profit 60,758 70,337 122,311 136,924
Operating expenses:
Selling, general and administrative 23,941 21,295 47,982 43,323
Research, development and engineering 12,228 12,280 25,209 23,525
Amortization 5,847 5,856 11,715 11,552
-------- -------- -------- --------
Total operating expenses 42,016 39,431 84,906 78,400
-------- -------- -------- --------
Operating earnings 18,742 30,906 37,405 58,524
Equity in losses of unconsolidated subsidiary -- 562 -- 1,289
Interest expense, net 13,488 13,195 27,219 25,817
-------- -------- -------- --------
Earnings before income taxes 5,254 17,149 10,186 31,418
Income taxes 525 3,429 1,019 6,283
-------- -------- -------- --------
Net earnings $ 4,729 $ 13,720 $ 9,167 $ 25,135
======== ======== ======== ========
Basic net earnings per common share $ .19 $ .56 $ .36 $ 1.02
======== ======== ======== ========
Diluted net earnings per common share $ .19 $ .55 $ .36 $ 1.01
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
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BE AEROSPACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
SIX MONTHS ENDED
--------------------------
August 26, August 28,
2000 1999
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 9,167 $ 25,135
Adjustments to reconcile net earnings to net cash flows
provided by operating activities:
Depreciation and amortization 21,394 20,402
Deferred income taxes -- 24
Non-cash employee benefit plan contributions 1,099 1,193
Changes in operating assets and liabilities:
Accounts receivable 1,978 3,293
Inventories 5,146 (23,423)
Other current assets 6,290 (3,213)
Accounts payable (4,471) 13,569
Accrued liabilities (23,574) (12,489)
-------- --------
Net cash flows provided by operating activities 17,029 24,491
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10,548) (22,919)
Change in intangible and other assets (2,634) (8,136)
-------- --------
Net cash flows used in investing activities (13,182) (31,055)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments under bank credit facilities (1,450) --
Proceeds from issuances of stock, net of expenses 1,168 427
Principal payments on long-term debt -- (3,457)
-------- --------
Net cash flows used in financing activities (282) (3,030)
-------- --------
Effect of exchange rate changes on cash flows (729) (78)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,836 (9,672)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 37,363 39,500
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 40,199 $ 29,828
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for:
Interest, net $ 28,048 $ 25,853
Income taxes, net $ 494 $ 2,278
See accompanying notes to condensed consolidated financial statements.
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BE AEROSPACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 26, 2000 AND AUGUST 28, 1999
(UNAUDITED - DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Note 1. Basis of Presentation
The condensed consolidated financial statements of BE
Aerospace, Inc. and its wholly-owned subsidiaries (the "Company" or
"B/E") have been prepared by the Company and are unaudited pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information related to the Company's
organization, significant accounting policies and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. In the
opinion of management, these unaudited condensed consolidated
financial statements reflect all material adjustments (consisting
only of normal recurring adjustments) necessary for a fair
presentation of the results of operations and statements of financial
position for the interim periods presented. These results are not
necessarily indicative of a full year's results of operations.
Certain reclassifications have been made to the prior year financial
statements to conform to the August 26, 2000 presentation.
Although the Company believes that the disclosures provided
are adequate to make the information presented not misleading, these
unaudited interim condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report
on Form 10-K/A for the fiscal year ended February 26, 2000.
Note 2. Comprehensive Earnings (Loss)
Comprehensive earnings (loss) is defined as all changes in a
company's net assets except changes resulting from transactions with
shareholders. It differs from net earnings in that certain items
currently recorded to equity would be a part of comprehensive
earnings (loss). The following table sets forth the computation of
comprehensive earnings (loss) for the periods presented:
Three Months Ended Six Months Ended
-------------------------- ---------------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
------- -------- -------- --------
Net earnings $ 4,729 $ 13,720 $ 9,167 $ 25,135
Other comprehensive earnings (loss):
Foreign exchange translation (2,455) (803) (10,741) (2,454)
------- -------- -------- --------
adjustment
Comprehensive earnings (loss) $ 2,274 $ 12,917 $ (1,574) $ 22,681
======= ======== ======== ========
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BE AEROSPACE, INC.
Note 3. Segment Reporting (As Restated)
Subsequent to the issuance of the Company's condensed
consolidated financial statements for the quarterly period ended
August 26, 2000, management determined that the Company should
disaggregate the disclosures for its Commercial Aircraft Products,
Business Jet Products and Engineering Services operating segments.
Previously, such disclosures had been aggregated and presented as a
single reportable segment. As a result, the following information
pertaining to the Company's operating segments has been restated to
present such disaggregated segment disclosures.
The Company is organized based on the products and services it
offers. Under this organizational structure, the Company has three
reportable segments: Commercial Aircraft Products, Business Jet
Products and Engineering Services. The Company's Commercial Aircraft
Products segment consists of 15 operating units while the Business
Jet and Engineering Services segments consist of three and one
operating units, respectively.
Each segment reports its operating earnings and makes requests
for capital expenditures and acquisition funding to the Company's
chief operational decision-making group. This group is presently
comprised of the Chairman, the Vice-Chairman and the Chief Executive
Officer, and the Corporate Senior Vice President of Administration
and Chief Financial Officer. Each operating segment has separate
management teams and infrastructures dedicated to providing a full
range of products and services to their commercial and general
aviation customers. Corporate expenses are allocated to reportable
segments based upon segment revenues to consolidated revenues. The
Company does not allocate interest expense to its segments.
The following table presents net sales and other financial
information by business segment:
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ----------------------------
AUGUST 26, AUGUST 28, AUGUST 26, AUGUST 28,
2000 1999 2000 1999
--------------------------- ----------------------------
Commercial Aircraft Products
Net sales $124,755 $149,906 $260,501 $299,878
Operating earnings 11,867 17,929 25,328 37,327
Business Jet Products
Net sales 21,172 24,293 39,892 45,256
Operating earnings 3,901 6,775 6,732 10,486
Engineering Services
Net sales 18,189 17,696 32,848 31,793
Operating earnings 2,974 6,202 5,345 10,711
Consolidated
Net sales 164,116 191,895 333,241 376,927
Operating earnings 18,742 30,906 37,405 58,524
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BE AEROSPACE, INC.
Note 4. Earnings Per Common Share
Basic net earnings per common share is computed using the
weighted average common shares outstanding during the period. Diluted
net earnings per common share is computed by using the average share
price during the period when calculating the dilutive effect of stock
options. Shares outstanding for the periods presented were as
follows:
Three Months Ended Six Months Ended
---------------------- ------------------------
August 26 August 28, August 26, August 28,
2000 1999 2000 1999
------ ------ ------ ------
Weighted average common shares outstanding 25,179 24,696 25,135 24,664
Dilutive effect of employee stock options 33 285 188 322
------ ------ ------ ------
Diluted shares outstanding 25,367 25,018 25,168 24,949
Note 5. New Accounting Pronouncements
In December 1999, the SEC staff issued Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition in Financial Statements. SAB 101
summarizes the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements.
The Company does not expect its implementation will have an effect on
its revenue recognition policy.
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BE AEROSPACE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following discussion and analysis addresses the results of the
Company's operations for the three months ended August 26, 2000, as
compared to the Company's results of operations for the three months
ended August 28, 1999. The discussion and analysis then addresses the
results of the Company's operations for the six months ended August 26,
2000, as compared to the Company's results of operations for the six
months ended August 28, 1999. The discussion and analysis then addresses
the liquidity and financial condition of the Company and other matters.
See Note 3 for additional information regarding reportable
segments.
THREE MONTHS ENDED AUGUST 26, 2000, AS COMPARED TO THE RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED AUGUST 28, 1999
Net sales for the three-month period ended August 26, 2000 of
$164,116 were 14.5% lower than net sales of $191,895 for the comparable
period in the prior year. The year over year decrease in net sales is
attributable to a lower volume of seating and galley structures revenues
during the second quarter of fiscal 2001 and our previously announced
decision to discontinue certain low-margin products and services. The
decline in seating and galley structure revenues is a result of both last
year's seat manufacturing problems, which have since been resolved, and
the year over year reduction in airframe manufacturers' deliveries of new
aircraft.
Gross profit was $60,758 or 37.0% of net sales for the three
months ended August 26, 2000 as compared to $70,337 or 36.7% of net sales
in the comparable period in the prior year. The Company's gross margin
improved by 60 basis points over the first quarter of this fiscal year,
by 1,240 basis points over the fourth quarter of fiscal 2000 and by 30
basis points over the same quarter in the prior fiscal year. This gross
margin improvement was due to the turnaround in the seating business
together with the positive impact of the Company's information technology
investments, lean manufacturing and continuous improvement programs. Lean
manufacturing and continuous improvement programs are enabling the
Company to reduce costs, improve quality and productivity and accelerate
the order fulfillment cycle. The year over year decrease in gross profit
was directly related to the lower level of revenues as compared to the
prior year.
Selling, general and administrative expenses were $23,941 or 14.6%
of net sales for the three months ended August 26, 2000 as compared to
$21,295 or 11.1% of net sales in the comparable period in the prior year
and as compared to $24,315 in the Company's fourth quarter in fiscal
2000, which represented 13.4% of net sales. The year over year increase
in selling, general and administrative expenses was primarily
attributable to costs associated with the implementation of lean
manufacturing at the Company's principal manufacturing facilities, costs
associated with the implementation of shared platforms for information
management and increased costs including depreciation expense associated
with the Company's new Enterprise Resource Planning system which was
placed into service during fiscal 2000. If successfully implemented, the
Company's e-commerce project should facilitate the placement of customer
orders in a more efficient manner.
Research, development and engineering expenses were $12,228 or
7.5% of net sales for the three months ended August 26, 2000, as compared
with $12,280 or 6.4% of sales for the comparable period in the prior
year.
Amortization expense for the quarter ended August 26, 2000 was
$5,847 as compared to $5,856 in the second quarter of fiscal 2000.
The Company generated operating earnings of $18,742 or 11.4% of
net sales as compared to operating earnings of $30,906 or 16.1% of net
sales during the comparable period in the prior year. The decrease in
operating earnings in the current period is primarily the result of a
lower sales volume.
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BE AEROSPACE, INC.
Interest expense, net was $13,488 for the three months ended
August 26, 2000, or $293 greater than interest expense of $13,195 for the
comparable period in the prior year. The increase in interest expense is
due to the year over year increase in bank borrowings along with the
impact of higher interest rates on the Company's bank borrowings.
Earnings before income taxes in the current quarter were $5,254,
as compared to $17,149 in the prior year's comparable period. Income tax
expense for the quarter ended August 26, 2000 was $525, as compared to
$3,429 in the prior year's comparable period.
Net earnings were $4,729 or $.19 per share (diluted) for the three
months ended August 26, 2000, as compared to $13,720 or $.55 per share
(diluted) for the comparable period in the prior year.
SIX MONTHS ENDED AUGUST 26, 2000, AS COMPARED TO THE RESULTS OF
OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 28, 1999
Net sales for the fiscal 2001 six-month period were $333,241, a
decrease of $43,686 or 11.6% over the comparable period in the prior
year. The year over year decrease in sales is primarily attributable to a
lower volume of seating and galley structures revenues during the second
quarter of fiscal 2001 and our previously announced decision to
discontinue certain low-margin products and services.
Gross profit was $122,311 or 36.7% of net sales for the six months
ended August 26, 2000, which was $14,613 or 10.7%, lower than the
comparable period in the prior year of $136,924 or 36.3% of net sales.
The Company's gross margin increased 2440 basis points over the gross
margin the Company recorded in the second half of fiscal 2000, which was
negatively impacted by manufacturing problems in its seating operations
with the same period last year. Year over year, the Company's gross
margin increased by 40 basis points. This gross margin improvement was
due to the turnaround in the seating business together with the positive
impact of the Company's information technology investments, lean
manufacturing and continuous improvement programs. Lean manufacturing and
continuous improvement programs are enabling the Company to reduce costs,
improve quality and productivity and accelerate the order fulfillment
cycle. The year over year decrease in gross profit is primarily
attributable to the lower level of revenues as compared to the prior
year.
Selling, general and administrative expenses were $47,982 or 14.4%
of net sales for the six months ended August 26, 2000, as compared to
$43,323 or 11.5% of net sales in the prior year. The year over year
increase in selling, general and administrative expenses was primarily
attributable to costs associated with the implementation of lean
manufacturing at the Company's principal manufacturing facilities, costs
associated with the implementation of shared platforms for information
management and increased costs including depreciation expense associated
with the Company's new Enterprise Resource Planning system which was
placed into service during fiscal 2000. If successfully implemented, the
Company's e-commerce project should facilitate the placement of customer
orders in a more efficient manner.
Research, development and engineering expenses for the current six
month period were $25,209 or 7.6% of net sales or $1,684 greater than the
prior year of $23,525 or 6.2% of net sales.
Amortization expense for the six months ended August 26, 2000 was
$11,715 as compared to $11,552 in the prior year.
The Company generated operating earnings of $37,405 or 11.2% of
net sales in the current period, as compared to operating earnings of
$58,524 or 15.5% of net sales in the prior year.
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BE AEROSPACE, INC.
Interest expense for the six months ended August 26, 2000 was
$27,219 or $1,402 greater than interest expense of $25,817 in the prior
year. Interest expense increased due to the year over year increase in
bank borrowings and the impact of higher interest rates on bank
borrowings.
Earnings before income taxes in the current six month period were
$10,186, as compared to $31,418 in the comparable period in the prior
year. Income tax expense in the current period was $1,019 as compared to
$6,283 in the prior year.
Net earnings were $9,167 or $.36 per share (diluted) for the six
months ended August 26, 2000, as compared to $25,135 or $1.01 (diluted)
for the comparable period in the prior year.
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BE AEROSPACE, INC.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements consist of working capital
needs, on-going capital expenditures and scheduled payments of interest
and principal on indebtedness. B/E's primary requirements for working
capital have been related to the reduction of accrued liabilities,
including interest, accrued penalties incurred in connection with the
fiscal 2000 seating manufacturing problems, incentive compensation,
warranty obligations and accrued severance. B/E's working capital was
$143,796 as of August 26, 2000, as compared to $129,913 as of February
26, 2000.
At August 26, 2000, the Company's cash and cash equivalents were
$40,199, as compared to $37,363 at February 26, 2000. Cash provided from
operating activities was $17,029 for the six months ended August 26,
2000. The primary source of cash during the six months ended August 26,
2000 was net earnings, depreciation and amortization of $30,561, a
$13,414 decrease in accounts receivable, inventories and other current
assets offset by a use of cash of $4,471 related to a decrease in
accounts payable and $23,574 related to a decrease in accrued
liabilities.
The Company's capital expenditures were $10,548 and $22,919 during
the six months ended August 26, 2000 and August 28, 1999, respectively.
The year over year decrease in capital expenditures is primarily
attributable to significant expenditures in the prior year for management
information system enhancements and expenditures for plant modernization.
The Company anticipates on-going annual capital expenditures of
approximately $20,000 for the next several years.
The Company believes that the cash flow from operations and
availability under the Company's Bank Credit Facility will provide
adequate funds for its working capital needs, planned capital
expenditures and debt service requirements through the term of the Bank
Credit Facility. The Company believes that it will be able to refinance
the Bank Credit Facility prior to its termination in August 2004,
although there can be no assurance that it will be able to do so. The
Company's ability to fund its operations, make planned capital
expenditures, make scheduled payments and refinance its indebtedness
depends on its future operating performance and cash flow, which, in
turn, are subject to prevailing economic conditions and to financial,
business and other factors, some of which are beyond its control.
In August, the Company announced that its wholly-owned subsidiary
Advanced Thermal Technologies, Inc. ("ATT") filed a registration
statement to effect an initial public offering of 4 million newly-issued
shares at an estimated price range of $9-$11 per share. Following this
offering, the Company will own the remaining 10 million shares of ATT
stock, assuming no exercise of the underwriters' over-allotment option,
and expects to receive a $15 million payment from ATT. These proceeds
will be used to reduce the Company's debt.
DEFERRED TAX ASSETS
The Company has established a valuation allowance related to the
utilization of its deferred tax assets because of uncertainties that
preclude it from determining that it is more likely than not that it will
be able to generate taxable income to realize such assets during the
federal operating loss carryforward period, which begins to expire in
2012. Such uncertainties include recent cumulative losses by the Company,
the highly cyclical nature of the industry in which it operates, the
Company's high degree of financial leverage, risks associated with new
product introductions, recent increases in the cost of fuel and its
impact on our airline customers, further remediation of our Seating
Products operating problems and risks associated with the integration of
its acquired businesses. The Company monitors these uncertainties, as
well as other positive and negative factors that may arise in the future,
as it assesses the necessity for a valuation allowance for its deferred
tax assets.
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BE AEROSPACE, INC.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC staff issued Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition in Financial Statements. SAB 101
summarizes the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company does not expect its implementation will have an effect on its
revenue recognition policy.
DEPENDENCE UPON CONDITIONS IN THE AIRLINE INDUSTRY
The Company's principal customers are the world's commercial
airlines. As a result, our business is directly dependent upon the
conditions in the highly cyclical and competitive commercial airline
industry. In the late 1980s and early 1990s, the world airline industry
suffered a severe downturn, which resulted in record losses and several
air carriers seeking protection under bankruptcy laws. As a consequence,
during such period, airlines sought to conserve cash by reducing or
deferring scheduled cabin interior refurbishment and upgrade programs and
by delaying purchases of new aircraft. This led to a significant
contraction in the commercial aircraft cabin interior products industry
and a decline in our business and profitability. Since early 1994, the
airlines have experienced a turnaround in operating results, leading the
domestic airline industry to record operating earnings during calendar
years 1995 through 1998. This financial turnaround was, in part, driven
by record load factors, rising fare prices and declining fuel costs.
Airline company balance sheets have been substantially strengthened and
their liquidity enhanced as a result of their record profitability, debt
and equity financings and a closely managed fleet expansion. Recent
increases in fuel prices have not had a material impact on the airline
industry to-date. However, should fuel prices continue at or above the
current level for a prolonged period, we would expect to see the airline
industry's profitability impacted and discretionary airline spending may
be more closely monitored or even reduced.
In addition, the airline industry is undergoing a process of
consolidation and significantly increased competition. Such consolidation
could result in a reduction of future aircraft orders as overlapping
routes are eliminated and airlines seek greater economies through higher
aircraft utilization. Increased airline competition may also result in
airlines seeking to reduce costs by promoting greater price competition
from airline cabin interior products manufacturers, thereby adversely
affecting our revenues and margins.
Recently, turbulence in the financial and currency markets of many
Asian countries has led to uncertainty with respect to the economic
outlook for these countries. Although not all carriers have been affected
by the current economic events in the Pacific Rim, certain carriers,
including non-Asian carriers that have substantial Asian routes, could
cancel or defer their existing orders.
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BE AEROSPACE, INC.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements, including
statements regarding the future benefits of corrective actions in the
Company's seating business, implementation and expected benefits of lean
manufacturing and continuous improvement programs, the Company's dealings
with customers and partners, the consolidation of facilities,
productivity improvements from recent information technology investments,
the roll-out of the Company's e-commerce system, ongoing capital
expenditures, the adequacy of funds to meet the Company's capital
requirements, the ability to refinance the Bank Credit Facility if
necessary, completion of and benefits derived from the expected initial
public offering of Advanced Thermal Technologies, and the reduction of
debt. These forward-looking statements include risks and uncertainties,
and the Company's actual experience may differ materially from that
anticipated in such statements. Factors that might cause such a
difference include those discussed in the Company's filings with the
Securities and Exchange Commission, including its most recent proxy
statement and Form 10-K, as well as future events that may have the
effect of reducing the Company's available operating income and cash
balances, such as unexpected operating losses, the impact of rising fuel
prices on our airline customers, delays in, or unexpected costs
associated with, the integration of our acquired businesses, conditions
in the airline industry, problems meeting customer delivery requirements,
the Company's success in winning new or expected refurbishment contracts
from customers, capital expenditures, cash expenditures related to
possible future acquisitions, further remediation of our Seating Products
operating problems, labor disputes involving us, our significant
customers or airframe manufacturers, the possibility of a write-down of
intangible assets, delays or inefficiencies in the introduction of new
products or fluctuations in currency exchange rates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the three months ended August 26, 2000, there were no
material changes to the disclosure about market risk included in the
Company's Annual Report on Form 10-K/A for the fiscal year ended February
26, 2000.
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BE AEROSPACE, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings Not applicable.
Item 2. Changes in Securities Not applicable.
Item 3. Defaults Upon Senior Securities Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders Not applicable.
1. Annual meeting took place on August 8, 2000
2. Directors elected (Class III) - Richard G. Hammermesh and Amin
J. Khoury
3. Directors whose term of office continued after meeting (Class
I and II) - Jim C. Cowart, Brian H. Rowe, Robert J. Khoury and
Hansjorg Wyss
4. Amended the 1994 Employee Stock Purchase Plan
5. Adopted the Non-Employee Directors Stock and Deferred
Compensation Plan
1. ELECTION OF TWO CLASS III DIRECTORS
For Withheld
--- --------
Richard G. Hammermesh 21,240,061 899,944
Amin J. Khoury 21,239,557 900,448
2. PROPOSAL TO AMEND THE 1994 EMPLOYEE STOCK PURCHASE PLAN
For Against Abstain
--- ------- -------
21,157,092 924,000 58,913
3. PROPOSAL TO ADOPT THE NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED
COMPENSATION PLAN
For Against Abstain
--- ------- -------
20,622,673 1,438,157 79,175
4. PROPOSAL TO ADOPT THE MACBRIDE PRINCIPLES
For Against Abstain Unvoted
--- ------- ------- -------
1,466,829 11,526,501 551,134 8,595,541
Item 5. Other Information None.
Item 6. Exhibits and Reports on Form 8-K
a. Reports on Form 8-K None.
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BE AEROSPACE, INC.
Pursuant to the requirements 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.
BE AEROSPACE, INC.
Date: May 3, 2001 By: /s/ Robert J. Khoury
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Robert J. Khoury
Vice Chairman and
Chief Executive Officer
Date: May 3, 2001 By: /s/ Thomas P. McCaffrey
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Thomas P. McCaffrey
Corporate Senior Vice President of
Administration and Chief
Financial Officer
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