UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the quarterly
period ended August 31, 1996
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
(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, $ .01 par value, of which
17,048,328 shares were outstanding as of September 20, 1996.
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EXPLANATORY NOTE:
This Form 10-Q/A dated October 15, 1996 amends the registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996 which was
filed on October 10, 1996 as follows:
1. On Page 8, the paragraph beginning with "Research, development..."
was inadvertently omitted in the original filing.
2. On Page 9, in the last paragraph, third line from the bottom, the
number was changed to read "3,900" from the original text which read $3.9
million."
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BE AEROSPACE, INC.
THREE MONTHS ENDED AUGUST 31, 1996, AS COMPARED TO THE THREE MONTHS ENDED
AUGUST 26, 1995. (Continued)
Earnings before income taxes of $2,070 for the three months ended August
31, 1996 was $9,584 greater than the loss before taxes of $(7,514) in the
prior year.
Income taxes for the three months ended August 31, 1996 were $207 or 10%
of earnings before income taxes as compared to no tax provision in the first
half of fiscal 1996.
Net earnings were $1,863 or $.11 per share for the three months ended
August 31, 1996, as compared to a net loss of $(7,514) or $(.47) per share
for the comparable period in the prior year.
SIX MONTHS ENDED AUGUST 31, 1996, AS COMPARED TO THE SIX MONTHS ENDED
AUGUST 26, 1996.
Sales for the six months ended August 31, 1996 were $200,328 or 77%
higher than sales of $113,045 for the comparable period in the prior year.
The increase in sales is attributable to substantially higher unit volume
shipments of all the Company's products as a result of improving industry
conditions. Of the $87,283 increase in sales for the six month period,
$56,129 was due to increased seating revenues directly related to the
acquisition of Burns. Excluding the effect of the Burns acquisition, revenues
were up 28% from the comparable period in the prior year.
At August 31, 1996, the Company's backlog stood at approximately
$480,000, up from approximately $450,000 at February 24, 1996. New order
bookings in the six months ended August 31, 1996 of approximately $230,000
were $113,000 greater than new orders bookings of approximately $118,000 for
the comparable period in the prior year. Management estimates that
approximately 36% of its backlog is deliverable during the balance of fiscal
1997.
Gross profit was $66,986 or 33.4% of sales for the six months ended
August 31, 1996 and was $29,866 higher than gross profit for the comparable
period in the prior year of $37,120, which represented 32.8% of sales. The
increase in gross profit is the result of the higher sales volume.
Selling, general and administrative expenses were $24,254 or 12.1% of
sales for the six months ended August 31, 1996. This was $7,511 higher than
selling, general and administrative expenses for the comparable period in the
prior year of $16,743, or 14.8% of sales, principally due to the substantial
increases in revenues and the acquisition of Burns.
Research, development and engineering expenses were $19,157 or 9.6% of
sales for the six months ended August 31, 1996. For the comparable period in
the prior year, research and development expense was $24,774 or 21.9% of
sales. The decrease in expense during the current year is the result of a
decrease in the level of activity associated with MDDS, offset somewhat by an
increase in product development activity in the Seating Products Division.
Amortization expense for the six months ended August 31, 1996 of $5,514
was $864 more than the amount recorded in the first half of fiscal 1996 as a
result of the Burns acquisition.
Net interest expense was $14,399 for the six months ended August 31,
1996, or $6,250 higher than the net interest expense of $8,149 recorded for
the comparable period in the prior year, and is due to the increase in the
Company's long-term outstanding debt as a result of the Burns acquisition.
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BE AEROSPACE, INC.
Earnings before income taxes of $3,662 for the six months ended August
31, 1996 was $20,858 more than the loss before income taxes of $(17,196) in
the prior year.
Income taxes for the six months ended August 31, 1996 were $366 or 10%
of earnings before income taxes, as compared to no tax provision in the first
half of fiscal 1996.
Net earnings were $3,296 or $.19 per share for the six months ended
August 31, 1996 as compared to a net loss of $(40,528) or $(2.52) per share
for the comparable period in the prior year, which includes the cumulative
effect of the accounting change of $23,332.
LIQUIDITY AND CAPITAL RESOURCES
BEA's primary requirements for working capital have been directly
related to its accounts receivable and inventory levels, costs associated
with the design and development of the MDDS and other products and scheduled
interest payments on its indebtedness. BEA's working capital was $62,282, as
of August 31, 1996, compared to $41,824 as of February 24, 1996.
In January 1996 the Company amended its existing credit facilities by
increasing the aggregate principal amount that may be borrowed thereunder to
$100,000 (the "Bank Credit Facility"). The Bank Credit Facility consists of a
$25,000 reducing revolver and a $75,000 revolving facility. The amount of the
reducing revolver will be reduced automatically by 12.5% on April 19, 1999
and on each of the seven succeeding quarterly anniversaries of such date. The
Reducing Revolver is collateralized by all of the issued and outstanding
capital stock of Acurex (a wholly owned subsidiary) and has a five year
maturity, with the commitments of the lenders thereunder reducing during such
five year period, and the revolving facility is collateralized by all of the
Company's accounts receivable, all of its inventory and substantially all of
its other personal property and has a five year maturity. The Bank Credit
Facility contains customary affirmative covenants, negative covenants and
conditions of borrowing. At August 31, 1996 indebtedness in an aggregate
principal amount of approximately $47,000, plus letters of credit amounting
to approximately $6,000 were outstanding under the Bank Credit Facility.
The Company's liquidity requirements consist primarily of working
capital needs and scheduled payments of interest on its indebtedness and
costs associated with integrating Burns. As a result of the Burns
acquisition, the Company will have significantly increased cash requirements
for the payment of interest on its outstanding borrowings. No principal
payments are required for any of the borrowings under the Bank Credit
Facility until February, 2001 at which time any unpaid principal under the
Bank Credit Facility will be due and payable.
At August 31, 1996, the Company's cash and cash equivalents were $14,188
as compared to $15,376 at February 24, 1996. Cash used in operating
activities during the six months ended August 31, 1996 was $(4,022), and cash
used in operating activities in fiscal 1996 was $(8,296). The primary source
of cash during the six months ended August 31, 1996 was net earnings of
$3,296 and non-cash charges for depreciation and amortization of $11,840 and
approximately $3,900 from issuance of common stock which was offset by a use
of cash of $19,158, principally due to increases in receivables and
inventories, as well as decreases in current liabilities.
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BE AEROSPACE, INC.
SIGNATURES
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: October 15, 1996 By: /s/ Robert J. Khoury
--------------------
Robert J. Khoury
Vice Chairman and
Chief Executive Officer
Date: October 15, 1996 By: /s/ Thomas P. McCaffrey
-----------------------
Thomas P. McCaffrey
Vice President &
Chief Financial Officer
