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