8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2015

Breeze-Eastern Corporation

(Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware	001-07872	95-4062211
State or Other Jurisdiction of Incorporation of Organization)	(Commission File Number)	(IRS Employer Identification Number)

35 Melanie Lane Whippany, New Jersey	07981
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 602-1001

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On September 16, 2015, at 10:00 a.m. Eastern Time, Breeze-Eastern Corporation (the “Company”) will hold its annual meeting of stockholders at its principal executive offices located at 35 Melanie Lane, Whippany, New Jersey 07981. During the annual meeting, Brad Pedersen, the Company’s President and Chief Executive Officer, will make a presentation to stockholders and other attendees that will discuss the operations of the business.

A copy of Mr. Pedersen’s slide presentation is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the slide presentation shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, except as set forth with respect thereto in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished with this Current Report on Form 8-K:

No.	Description
99.1	Slide Presentation dated September 2015 (furnished pursuant to Item 7.01)

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 hereunto duly authorized.

	BREEZE-EASTERN CORPORATION
Dated: September 16, 2015	/s/ Serge Dupuis
	Serge Dupuis
	Chief Financial Officer, Treasurer and Corporate Secretary

EX-99.1

Breeze-Eastern Corp (NYSE MKT: BZC)

Annual Meeting / Investor Presentation

September, 2015

Exhibit 99.1

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reproduced portions of this document

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This

presentation

contains

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended,

regarding

our

future

operating

performance,

financial

results,

events,

trends

and

plans.

All

statements

in

this

presentation

other

than

statements

of

historical

facts

are

forward-looking

statements.

Forward-looking

statements

involve

numerous

risks

and

uncertainties.

We

have

attempted

to

identify

any

forward-looking

statements

by

using

words

such

as

“anticipates,”

“believes,”

“could,”

“expects,”

“intends,”

“may,”

“should”

and

other

similar

expressions.

Although

we

believe

that

the

expectations

reflected

in

all

of

our

forward-looking

statements

are

reasonable,

we

can

give

no

assurance

that

such

expectations

will

prove

to

be

correct.

Such

statements

are

not

guarantees

of

future

performance

or

events

and

are

subject

to

known

and

unknown

risks

and

uncertainties

that

could

cause

our

actual

results,

events

or

financial

positions

to

differ

materially

from

those

included

within

the

forward-looking

statements.

Such

factors

include,

but

are

not

limited

to

competition

from

other

companies;

changes

in

applicable

laws,

rules,

and

regulations

affecting

the

Company

in

the

locations

in

which

it

conducts

its

business;

interest

rate

trends;

a

decline

or

redirection

of

the

United

States

government

defense

budget,

the

failure

of

Congress

to

approve

a

budget

or

continuing

resolution,

changes

in

spending

allocation

or

the

termination,

postponement,

or

failure

to

fund

one

or

more

significant

contracts

by

the

United

States

government

or

other

customers;

changes

in

our

sales

strategy

and

product

development

plans;

changes

in

the

executive

management

team;

status

of

labor

relations;

competitive

pricing

pressures;

market

acceptance

of

our

products

under

development;

delays

in

the

development

of

products;

determination

by

us

to

dispose

of

or

acquire

additional

assets;

general

industry

and

economic

conditions;

events

impacting

the

U.S.

and

world

financial

markets

and

economies;

and

those

specific

risks

disclosed

in

our

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

March

31,

2015,

Quarterly

Reports

on

Form

10-Q,

and

other

filings

with

the

Securities

and

Exchange

Commission.

We

undertake

no

obligation

to

update

publicly

any

forward-looking

statements,

whether

as

a

result

of

new

information

or

future

events.

2

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

BZC Investor Highlights

•

Leading provider of winches, hooks, and hoists for

rotary and fixed wing applications

•

Strong customer relationships with key OEMs

worldwide

•

Defensible position with deep market penetration

•

Strong balance sheet

•

Experienced and dedicated leadership that has

turned the Company around

•

Opportunities for growth both organically and via

acquisitions

3

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

FY2015 Accomplishments

•

Achieved record sales of $89.8 million

•

Net income of $14.9 million, or $1.50 per diluted share,

compared with $5.6 million, or $0.58 per diluted share, in

fiscal 2014

•

Adjusted net income (as defined in our fiscal 2015 fourth

quarter press release in “Non-GAAP Financial Measures) of

$8.9 million, or $0.90 per diluted share, an increase of 57%

over last fiscal year of $5.7 million, or $0.58 per diluted share

•

Ended the fiscal year with cash of $22.8 million versus $6.0

million in fiscal 2014 –

no debt

•

Continued investment in innovative technology to broaden

Company’s product portfolio

•

Made further progress on environmental matters

4

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Breeze-Eastern Products and Services

•

Military and commercial helicopters

Rescue hoists, cargo hooks, cargo winches

•

Military cargo aircraft 

Cargo winches and parachute line retrieval winches

•

Full-service supplier

Overhaul & repair

Spare parts

Training

5

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Diversified Customer Base

6

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Diversified Customer Base

•

Original Equipment Manufacturers (OEMs) and helicopter

operators

Mission critical operations

Search and rescue

Shipboard operators

•

Global manufacturers and operators of military cargo aircraft

•

U.S. Government and Military 

Army, Navy, Air Force, USMC, USCG, National Guard, Border Patrol

•

International military organizations

•

State/county police, fire, and rescue departments

•

Other global aerospace/defense companies

7

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Major Military Platforms

Service

OEM

Platform

Rescue

Hoist

Cargo

Hook

Cargo/Re

trieval

Winch

US Army

Sikorsky

UH-60M

Boeing

CH/MH-47

US Air Force

Alenia

C-27J

Boeing

C-17

Sikorsky

HH-60

US Navy

Sikorsky

MH-60R/S

USMC

Sikorsky

CH-53

Bell/Boeing

V-22

Airbus Military

A400M

8

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Overall Stable Market Conditions

•

DoD Budget uncertainty continues

–

Breeze-Eastern’s

platform diversity and aftermarket service and parts

help mitigate any impact

–

Less vulnerable are mature programs with high-value rescue and

special ops missions

–

Instability in the Middle East

•

International market demand

–

Offshore oil exploration has slowed but expected to be a strong

market in the future

–

Search and rescue demand remains strong

•

OEMs continue to develop new aircraft platforms

•

Breeze-Eastern

is

developing

new

applications

to

penetrate

markets and increase platform content

9

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Strategic Focus: Growth & Margin Expansion

•

New product development through the Company’s Virginia

Innovation Center –

pursue organic growth and increased

market presence

•

Improvement of existing products to solidify and drive

platform content

•

Focus on customer service and support, including

aftermarket services

•

Looking at all opportunities for investment to strengthen

Breeze-Eastern’s

growth outlook and improve bottom line

fundamentals

•

Continue to focus on balance sheet and cash flow

10

Product Development Continues

Cargo Winch

Paratrooper Retrieval Winch

Cargo Hook & Rescue Hoist

Advanced Products

•

Situational awareness and safety improvements

•

Next generation hoist

•

Weight reduction and reliability improvements

11

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Environmental Liability Overview

•

Breeze-Eastern’s continued strategy is to proactively address issues

at environmental sites

•

From fiscal 2010 through fiscal 2015, Breeze-Eastern has closed 7 of

the 14 sites identified

•

Breeze-Eastern is now performing environmental assessment and

remediation work at 7 locations

•

In fiscal 2016, we expect to spend approximately $2.4

million on

environmental and remediation work at the remaining locations

•

The environmental reserve at March 31, 2015 was $9.3 million and

is considered appropriate for the remaining estimated

environmental liability

•

Since March 2013, the environmental reserve has been reduced by

approximately $3.4 million, reflecting the progress made

12

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Sales and Operating Income Trends

($ in Millions

)

69.0

78.2

84.9

80.0

85.9

89.8

(6.7)

9.5

7.0

8.2

9.1

12.9

FY10 (a)

FY11

FY12 (b)

FY13

FY14 (c)

FY15 (d)

Sales

Operating Income

13

(a)

FY10 operating loss includes  adjustments of $13.7m ($12.2m adjustment to estimated reserves and $1.5m for un-absorbed overhead due to Company relocation).   

(b)

FY12 operating income includes adjustments of $5.3m  mainly for engineering product development discontinuance and qualification unit obsolescence accruals.

(c)

FY14 operating income includes  adjustments of  $0.2m ($1.2m environmental benefit offset by  a  net $1.0m charge  for a spare parts distribution change).

(d)

FY15 operating income includes  adjustments of $0.4 m (environmental benefit)

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

EBITDA Improvement

($ in Millions)

-6.3%

15.3%

10.3%

12.1%

12.6%

16.7%

FY10

FY11

FY12

FY13

FY14

FY15

EBITDA %

-4.3

11.9

8.7

9.7

10.8

15.0

FY10 (a)

FY11

FY12 (b)

FY13

FY14 (c)

FY15 (d)

EBITDA $

14

(a)

FY10

EBITDA  includes  adjustments of $13.7m, or 19.9% of sales , ($12.2m adjustment to estimated reserves and $1.5m for un-absorbed overhead due to Company relocation).  

(b)

FY12

EBITDA includes

adjustments of $5.3m, or 6.2% of sales,  mainly for engineering product development discontinuance and qualification unit obsolescence accruals.

(c)

FY14

EBITDA includes

adjustments of  $0.2m, or 0.2% of sales, ($1.2m environmental benefit offset by  a  net $1.0m charge  for a spare parts distribution change).

(d)

FY15 EBITDA includes  adjustments of $0.4m, or less than 0.1% of sales (environmental benefit)

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Net Debt

($ in Millions)

(23.9)

(18.7)

(14.7)

(5.1)

2.0

6.7

6.0

22.8

24.1

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15

FY16 Q1

15

Balance Sheet Continues to Strengthen

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

Breeze-Eastern Strengths

•

Respected Global Leader for Hoists, Winches, and

Cargo Hooks

•

Highly-reliable Products

•

Full-service Provider –

Design, Build, Repair, and

Maintain

•

Established and Growing Product Base for

Aftermarket Spare Parts and Overhaul & Repair

•

Strong Cash Flow and Healthy Balance Sheet

16

Use or disclosure of data contained on this sheet or subsequent sheets is subject to the restriction on the title page.

THANK YOU

17