BE AEROSPACE INC
10-Q, 2000-10-05
PUBLIC BLDG & RELATED FURNITURE
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                               BE AEROSPACE, INC.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q

                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.


<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                    August 26,             February 26,
                                                                                         2000                     2000
                                                                                  (Unaudited)
ASSETS
<S>                                                                             <C>                     <C>

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
                                                                                =============           ==============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


<PAGE>


            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                          Three Months Ended                      Six Months Ended
                                                        August 26,     August 28,              August 26,    August 28,
                                                             2000           1999                    2000          1999
<S>                                                    <C>            <C>                    <C>            <C>
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
                                                       ===========    ==========             ===========    ==========

</TABLE>


See accompanying notes to condensed consolidated financial statements.



<PAGE>


           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                            Six Months Ended
                                                                                    August 26,               August 28,
                                                                                         2000                     1999
<S>                                                                             <C>                     <C>
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
</TABLE>



See accompanying notes to condensed consolidated financial statements.


<PAGE>


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 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:

<TABLE>
<CAPTION>
                                                            Three Months Ended                     Six Months Ended
                                                        August 26,     August 28,              August 26,    August 28,
                                                              2000          1999                    2000          1999
<S>                                                    <C>            <C>                    <C>            <C>
           Net earnings                                $     4,729    $   13,720             $     9,167    $   25,135

           Other comprehensive earnings (loss):

                Foreign exchange translation                (2,455)         (803)                (10,741)       (2,454)
                                                       -----------    ----------             -----------    ----------

           Comprehensive earnings (loss)               $     2,274    $   12,917             $    (1,574)   $   22,681
                                                       ===========    ==========             ===========    ==========
</TABLE>


                  [Remainder of page intentionally left blank]


<PAGE>


Note 3.    Segment Reporting

               The  Company  is  organized  based on  customer-focused  lines of
          business  operating in a single  segment.  Each operation  reports its
          results of operations and makes requests for capital  expenditures and
          acquisition funding to the Company's chief operations  decision-making
          group.  This group is presently  comprised of the  Chairman,  the Vice
          Chairman and Chief Executive  Officer,  and the Corporate  Senior Vice
          President of Administration  and Chief Financial  Officer.  Under this
          organizational structure, the Company's operations are aggregated into
          one reportable  segment -- the Aircraft  Cabin  Interior  Products and
          Services  segment  ("ACIPS").  The ACIPS is comprised of five lines of
          business:   Seating  Products,   Interior  Systems  Products,   Flight
          Structures and Engineering Services, Business Jet and VIP Products and
          Global  Customer  Service  and  Product  Support,  each of which  have
          separate management teams and infrastructures dedicated to providing a
          full range of products  and services to their  commercial  and general
          aviation  operator   customers.   Each  of  these  lines  of  business
          demonstrates   similar  economic   performance  and  utilizes  similar
          distribution  methods  and  manufacturing   processes.  All  of  B/E's
          customers  are  supported  by a single  worldwide  after-sale  service
          organization.  The  Company  sold  a 51%  interest  in  its  In-Flight
          Entertainment   ("IFE")  subsidiary  on  February  25,  1999  and  its
          remaining 49% interest in IFE on October 5, 1999.  IFE was a separate,
          reportable segment.

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:

<TABLE>
<CAPTION>
                                                            Three Months Ended                     Six Months Ended
                                                        August 26,     August 28,              August 26,    August 28,
                                                              2000          1999                    2000          1999
<S>                                                    <C>            <C>                    <C>            <C>
                                                            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           188           322                      33           285
                                                       -----------    ----------             -----------    ----------
           Diluted shares outstanding                       25,367        25,018                  25,168        24,949
                                                       ===========    ==========             ===========    ==========
</TABLE>

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.

                  [Remainder of page intentionally left blank]





<PAGE>


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.

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.
<PAGE>
                  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.


<PAGE>

                  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.



                  [Remainder of page intentionally left blank]


<PAGE>


           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.


<PAGE>



           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.


                  [Remainder of page intentionally left blank]


<PAGE>


           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  for the  fiscal  year  ended
          February 26, 2000.


<PAGE>


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.

Item 5. Other Information                                        None.

Item 6. Exhibits and Reports on Form 8-K

     a.    Exhibits

           1. Exhibit 27 Financial Data Schedule for the six months
              ended August 26, 2000

     b. Reports on Form 8-K                                      None.



<PAGE>



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:  ____________, 2000                   By: /s/ Robert J. Khoury
                                                --------------------------------
                                                Robert J. Khoury
                                                Vice Chairman and
                                                Chief Executive Officer



Date:  ____________, 2000                   By: /s/ Thomas P. McCaffrey
                                                -----------------------------
                                                Thomas P. McCaffrey
                                                Corporate Senior Vice President
                                                of Administration and Chief
                                                Financial Officer




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