ITEM 1. BUSINESS
Our Company
General
Based on our experience in the industry, we believe we are the world’s leading manufacturer of cabin interior products for commercial aircraft and business jets and the world’s leading distributor of aerospace fasteners and consumables. We sell our products directly to virtually all of the world’s major airlines and aerospace manufacturers. Based on our experience, we believe that we have achieved leading global market positions in each of our major product categories, which include:
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a broad line of aerospace fasteners and consumables, consisting of over 400,000 Stock Keeping Units (“SKUs”) serving the aerospace, commercial aircraft, business jet and military and defense industries;
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commercial aircraft seats, including an extensive line of super first class, first class, business class, tourist class and regional aircraft seats;
● a full line of aircraft food and beverage preparation and storage equipment, including galley systems, lavatories, coffeemakers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;
● both chemical and gaseous aircraft oxygen storage, distribution and delivery systems, protective breathing equipment and a broad range of lighting products; and
● business jet and general aviation interior products, including an extensive line of executive aircraft seats, direct and indirect overhead lighting systems, passenger and crew oxygen systems, air valve systems, and high-end furniture and cabinetry.
We also design, engineer and manufacture customized fully integrated thermal and power management solutions for participants in the defense industry, aerospace original equipment manufacturers (“OEMs”) and the airlines. In addition, we provide comprehensive aircraft cabin interior reconfiguration, program management and certification services.
Since our organization as a corporation in Delaware in 1987, we have substantially expanded the size, scope and nature of our business as a result of a number of acquisitions. Between 1989 and 2006, we completed 28 acquisitions, for an aggregate purchase price of approximately $1.2 billion. We believe these acquisitions enabled us to position ourselves as a preferred global supplier to our customers. During this period we consolidated facilities and product lines, implemented lean manufacturing and continuous improvement programs and invested in our information technology. All of these efforts allowed us to continually improve our productivity and expand our operating margins. For example, during the three-year period ended December 31, 2008 (exclusive of a goodwill and intangible asset impairment charge in 2008), we were able to expand our operating margins by 570 basis points. In 2008, we completed the acquisition of the consumables solutions distribution business (“HCS”) from Honeywell International Inc. (“Honeywell”) for the aggregate purchase price of approximately $1.0 billion. The combination of HCS with our existing consumables products business created the world’s leading distributor of aerospace fasteners and consumables. Through this acquisition, we eliminated four facilities and significantly expanded operating margins in our consumables segment. In October 2010, we acquired TSI Group, Inc. (“TSI”) and the aerospace fastener distribution business of Satair A/S (“Satair”) for a net purchase price of approximately $307 million and $162 million, respectively. TSI is a market leader in the design, engineering and manufacturing of customized, fully integrated, thermal management and interconnect solutions that address complex power management requirements of a broad range of customers in the aerospace and defense industries. TSI is included as a component of our commercial aircraft segment. Satair is a distributor of consumables to European and Asia Pacific aerospace manufacturers and their suppliers and is included as a component of our consumables management segment. During 2011, the Company completed four smaller acquisitions to bolster key technologies for an aggregate purchase price of approximately $60 million, which net of proceeds from the sale of two non core businesses of approximately $19 million, resulted in a net investment of approximately $41 million. On January 30, 2012, the Company acquired UFC Aerospace Corp. (“UFC”), a leading provider of complex supply chain management and inventory logistics solutions, for approximately $400 million in cash, a portion of which we funded using our undrawn $750 million revolving credit facility and cash on hand.
Our principal executive offices and corporate headquarters are located at 1400 Corporate Center Way, Wellington, Florida 33414 and our telephone number is 561-791-5000.
Industry Overview
The commercial and business jet aircraft cabin interior products industries encompass a broad range of products and services, including aircraft seating, passenger entertainment and service systems, food and beverage preparation and storage systems, galleys, passenger and crew oxygen storage, distribution and delivery systems, lavatories, lighting systems, evacuation equipment, and overhead bins, as well as interior reconfigurations and a variety of other engineering, design, integration, installation, retrofit and certification services such as passenger-to-freighter conversions.
Historically, the airline cabin interior products industry has derived revenues from five sources:
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New installation programs in which airlines purchase new equipment directly from interior equipment manufacturers to outfit these newly purchased aircraft;
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Retrofit programs in which airlines purchase new interior furnishings to upgrade the interiors of aircraft already in service;
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Refurbishment programs in which airlines purchase components and services to improve the appearance and functionality of their cabin interior equipment;
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Equipment to upgrade the functionality or appearance of the aircraft interior; and
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Replacement spare parts.
The retrofit and refurbishment cycles for commercial aircraft cabin interior products differ by product category. Aircraft seating typically has a refurbishment cycle of one to two years and a retrofit cycle of four to eight years. Food and beverage preparation and storage equipment is periodically upgraded or repaired, and requires a continual flow of spare parts, but may be retrofitted only once or twice during the useful life of an aircraft.
Thermal management solutions were first required and developed for power management products on military sub-systems for airplanes, unmanned aerial vehicles, ground vehicles, helicopters, ground systems, and a broad array of additional applications that require extensive electrical and computing power in small lightweight footprints with controlled but rapid dissipation of heat. This technology is migrating into the commercial aerospace market and is expected to grow at a healthy rate over the next decade as a result of changing electronics technologies at the component and system level as well as the continued introduction of More Electric Aircraft (“MEA”) such as the Boeing B787, B747-8, and the Airbus A350.
There is a direct relationship between demand for fasteners and consumables products and fleet size, aircraft utilization and aircraft age, as well as the rate of production of new aircraft. All aircraft must be serviced at prescribed intervals, which also drives aftermarket demand for aerospace fasteners and consumables products.
Historically, aerospace fastener and consumables products revenues have been derived from the following sources:
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Supporting OEMs of aircraft and aircraft components;
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Mandated maintenance and replacement of specified parts;
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Demand for aerospace fasteners and other consumables for new build aircraft from the OEMs and their suppliers;
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Aerospace and defense subcontractors, most of whom tend to purchase through distributors as a result of the channel shift to outsourcing by aerospace and military aircraft OEMs; and
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Demand for structural modifications, cabin interior modifications and passenger-to-freighter conversions.
In addition, increasingly, aerospace and defense suppliers are relying on companies such as our consumables management segment to provide a customized single point of contact for inventory management, customized invoicing, automated forecasting and usage monitoring, centralized communications and tracking across their supply base.
Based on industry sources and studies, we estimate that during 2011, the commercial and business jet cabin interior products industry, for the principal products of the type which we manufacture, exclusive of service revenues, had annual sales of approximately $2.5 billion and the aerospace fastener and consumables industry had annual sales of approximately $4.0 billion. We estimate that the total worldwide installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, was approximately $18.5 billion as of December 31, 2011.
During 2011, global air traffic increased by 6.5% as compared with a global traffic increase of 7.2% in 2010 and a global traffic decrease of 2.4% in 2009. The increases in 2011 and 2010 global traffic demand reflect the initial stages of the global economic recovery.
Importantly, international traffic was up 6.9% in 2011 as compared with 2010, and premium tickets sold (in first and business classes on long-haul routes) increased by 5.5%. The airline industry increased airline capacity by 6.8% in line with the 6.5% increase in global traffic. As a result, the airlines are operating at relatively profitable levels. In fact, airline load factors and yields are at near record levels for the industry. The airline industry is expected to have generated approximately $7.0 billion in global airline profits in 2011.
The airlines have substantially strengthened their balance sheets over the past several years through operating profits and by accessing capital markets. As a result, we believe airline balance sheets are much stronger than in any time in the past ten years.
Approximately 726 business jets were delivered in 2011 versus 766 business jets in 2010 and 853 business jets in 2009.
Other factors expected to affect the industries we serve include the following:
Wide-Body Aircraft Deliveries. Deliveries of wide-body, long haul aircraft constitute an increasing share of total new aircraft deliveries and are an increasing percentage of the worldwide fleet. Wide-body aircraft represented approximately 21.1% of all new commercial aircraft (excluding regional jets) delivered over the four-year period ended December 31, 2011. According to the Airline Monitor, 218 new wide-body aircraft were delivered in 2011 and approximately 322 are expected to be delivered in 2012. Over the 2012-2015 period, 1,587 wide-body aircraft deliveries are expected, averaging approximately 397 such aircraft per year, or an 82% higher delivery level as compared with 2011 and representing approximately 25% of total deliveries. The Airline Monitor also predicts that nearly 5,047 twin-aisle aircraft will be delivered over the 2012-2022 timeframe or approximately 505 wide-body and super wide-body aircraft per year, which is 132% higher, on average, as compared to 2011 deliveries. According to the Airline Monitor, wide-body aircraft deliveries are expected to grow at a 20% compounded annual growth rate (“CAGR”) over the four-year period ending 2015.
Long-Term Growth in Worldwide Fleet. According to the Airline Monitor, new deliveries of large commercial aircraft increased to 1,008 aircraft in 2011, as compared to 962 aircraft in 2010 and 969 in 2009. According to the Airline Monitor, new aircraft deliveries are expected to total 1,165 in 2012 and 1,305 in 2013. Worldwide air traffic is expected to grow by approximately 5.5% in 2012 and the Airline Monitor has forecasted revenue passenger miles to increase at a CAGR of approximately 5.1% during the 2011-2026 period, increasing from 3.2 trillion miles in 2011 to approximately 6.8 trillion miles by 2026. As a result, the Airline Monitor expects the worldwide fleet of passenger jet aircraft to increase by approximately 68% from approximately 22,000 regional, single-aisle and twin-aisle aircraft at December 31, 2011 to approximately 37,000 aircraft at December 31, 2026.
Existing Installed Base. According to industry sources, the world's active commercial passenger aircraft fleet consisted of approximately 22,000 aircraft as of December 31, 2011. Additionally, based on industry sources, there are approximately 16,750 business jets currently in service. Based on such fleet numbers, we estimate that the total worldwide installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, was approximately $18.5 billion as of December 31, 2011. The size of the installed base is expected to increase as a result of the growth in the world-wide fleet and is expected to generate additional and continued demand for retrofit, refurbishment, consumables and spare parts.
Engineering Services Markets. Historically, the airlines have relied primarily on their own in-house engineering resources to provide engineering, design, integration and installation services, as well as services related to repairing or replacing cabin interior products that have become damaged or otherwise non-functional. As cabin interior product configurations have become increasingly sophisticated and the airline industry increasingly competitive, the airlines have begun to outsource certain of these services in order to increase productivity and reduce costs.
Outsourced services include:
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Engineering, design, integration, project management, installation and certification services;
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Modifications and reconfigurations for commercial aircraft including passenger-to-freighter conversions and related kits; and
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Services related to the support of product upgrades.
Competitive Strengths
We believe that we have a strong competitive position attributable to a number of factors, including the following:
Large Installed Base. We have a large installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, of approximately $8.4 billion as of December 31, 2011. Based on our experience in the industry, we believe our installed base is substantially larger than that of our competitors. We believe that our large installed base is a strategic advantage, as airlines tend to purchase aftermarket products and services, including spare parts, retrofit and refurbishment programs, from the original supplier. As a result, we expect our large installed base to generate continued aftermarket revenue as airlines continue to maintain, evolve and reconfigure their aircraft cabin interiors.
Operating Leverage and Low Cost Producer. Our ability to leverage our manufacturing, engineering and distribution capabilities has allowed us to expand operating margins. As a result of our continuous improvement initiatives, global sourcing and lean manufacturing programs, our operating margins have increased substantially. For example, our 2011 operating margin of 17.1% expanded by 120 basis points over the operating margin we realized for the year ended 2010 and 240 basis points over the operating margin we realized for the year ended 2007, reflecting ongoing manufacturing efficiencies, a shift in product mix as a result of the rapid growth of our consumables management segment and operating leverage on the higher volume of sales.
Capitalizing on Shift Toward Seller Furnished Equipment (“SFE”). Traditionally, we, and our competitors, have sold customized cabin interior products directly to the airlines. Commencing with the launch of the Boeing 787 and Airbus A350 XWB, we began a campaign to develop a range of new aircraft interior products and to market certain interior systems directly to Boeing and Airbus. During 2011, the Company was awarded one of the most important new business programs in its history when Boeing selected us as the exclusive manufacturer of modular lavatory systems for Boeing’s 737 NG family of airplanes, as well as the Boeing 737 MAX. The award is initially valued in excess of $800 million, exclusive of retrofit orders, which, over time, are expected to be substantial. This innovative SFE system will become standard equipment on these aircraft. Our proprietary lavatory systems create the opportunity to add up to six incremental passenger seats on each new 737 NG airplane.
We have also been selected by Boeing to manufacture our LED cabin lighting for the next generation Boeing 737 Sky Interior aircraft. To date, we have been selected by Boeing to manufacture our patented Pulse OxygenTM system and passenger service units for the B787 and B747-8, and we have been selected by Airbus to manufacture our next generation galley systems and our patented passenger oxygen delivery system for the A350 XWB. Additionally, we have been selected by major business jet manufacturers to provide vacuum waste water systems. As of December 31, 2011, the SFE programs we have won are currently expected to generate approximately $4.4 billion in revenues over time, and are expected to significantly increase our content per aircraft type; however, only a small portion of these programs are included in our reported backlog at December 31, 2011. This effort by the Company to develop and market new interior systems directly to the OEMs is important to us as it represents a significant potential increase in the dollar value of our products on each such aircraft type.
Focus on Innovation and New Product Development. Our aircraft cabin interior products businesses are engaged in extensive product development and marketing efforts for both new features on existing products and new products. We believe, based on our experience in the industry, that we are a technological leader, with the largest research and development organization in the cabin interior products industry. The success of these and other new product development efforts are expected to increase demand for our products in both newly purchased aircraft and in aftermarket retrofits and it has allowed us to grow our backlog and improve the product mix of our current backlog. Newly introduced products include a broad range of amenities such as luxurious first class cabins with appointments such as lie-flat seating, mini-bars, closets, flat screen TVs, digital light-emitting-diode (“LED”) mood lighting, electric lie-flat first and business class seats, Pulse Oxygen™ gaseous passenger oxygen systems for the Boeing 787 and Airbus A350 XWB, next generation galley systems for the Airbus A350 XWB, electric fully berthing business jet seating, lightweight, lower maintenance waste water systems for business and commercial jets and a full range of business and executive jet seating. We recently introduced our new patented Pinnacle® main cabin seating platform, which we believe is the industry’s lightest full-featured seat that significantly reduces cost of ownership, simplifies maintenance and increases overall passenger living space. We also introduced our digital LED lighting system for the new Boeing 737 Sky Interior aircraft. This innovative, lightweight LED system features adjustable lighting with full spectrum color capabilities, providing superior cabin ambiance and unprecedented lighting control.
As of December 31, 2011, we had 1,198 employees in engineering, research and development and program management. We believe our engineering, research and development effort and our on-site technicians at both the airlines and airframe manufacturers enable us to play a leading role in developing and introducing innovative products to meet emerging industry trends, and thereby gain early entrant advantages.
Exposure to International Markets. Revenues and backlog by geographic region are set forth in the following charts:
We believe this geographic diversification makes us less susceptible to a downturn in a specific geographic region and allows us to take advantage of regional growth trends.
Diverse Product Offering and Broad Customer Base. We provide a comprehensive line of products and services to a broad customer base. During the three-year period ended December 31, 2011, no single customer accounted for more than 10% of our consolidated revenues. Our commercial aircraft and business jet segments have a broad range of over 250 principal customers, including all of the world’s major airlines, business jet manufacturers and completion centers. Our consumables management segment sells consumables to over 3,600 customers throughout the world. During the year ended December 31, 2011, our sales to Boeing and Airbus together represented approximately 12% of our total sales. We believe that our broad product offering and customer base make us less vulnerable to the loss of any one customer or program. We have continued to expand our available products and services based on our belief that the airline industry increasingly will seek an integrated approach to the design, development, integration, installation, testing and sourcing of aircraft cabin interior equipment.
Experience with a Complex Regulatory Environment. The airline industry is heavily regulated. The Federal Aviation Administration (the “FAA”) prescribes standards and licensing requirements for manufacturers and sellers of many aircraft components, including virtually all commercial airline and general aviation cabin interior products, and licenses component repair stations within the United States. Comparable agencies, such as the European Aviation Safety Agency (the “EASA”), the Japanese Civil Aviation Board (the “JCAB”), and the Civil Aviation Administration of China (the “CAAC”), prescribe standards, establish licensing requirements and regulate these matters in other countries. In addition, designing new products to meet existing regulatory requirements and retrofitting products to comply with new regulatory requirements can be both expensive and time consuming. We have a long history and extensive experience with the complex regulatory environments in which we operate and believe this enables us to efficiently obtain the required approvals for new products and services.
Growth Opportunities
We believe that we will benefit from the following industry trends:
Growth of Wide-Body Aircraft Fleet. New aircraft deliveries of wide-body aircraft are expected to continue to grow over the long term, reflecting the expected growth in revenue passenger miles over the 2011-2026 period. The trend toward a global fleet with a higher percentage of wide-body aircraft is significant to us because wide-body aircraft require up to six-to-nine times the dollar value content of the principal products of the type which we manufacture as compared to narrow-body aircraft. For example, wide-body aircraft carry up to three or four times the number of seats as narrow-body aircraft and have multiple classes of service, including super first class compartments and first class and business class configurations. In addition, aircraft cabin crews on wide-body aircraft flights may make and serve between 300 and 900 meals and may brew and serve more than 2,000 cups of coffee and serve more than 200 glasses of wine on a single flight, thereby generating substantial demand for seating products and food and beverage preparation and storage equipment, as well as extensive oxygen storage, delivery distribution systems and lighting systems.
Worldwide Fleet Creates Demand for Aftermarket and Consumables Products. The size of the worldwide fleet is important to us since the proper maintenance of the fleet generates ongoing demand for spare parts, refurbishment retrofits, fasteners and other consumables products. Our substantial existing installed base of products typically generates continued retrofit, replacement, upgrade, refurbishment, repair and spare parts revenue as airlines maintain their aircraft interiors, as well as demand for consumables to support the active fleets of commercial aircraft, business jets and military aircraft. For the years ended December 31, 2011 and 2010 approximately 49% and 55%, respectively, of our revenues were derived from the aftermarket. In addition, aftermarket revenues are generally driven by aircraft usage, and as such, have historically tended to recover more quickly than revenues from OEMs. As used in this Form 10-K, aftermarket sales include sales to support existing commercial, business jet and military fleets. We believe that there are substantial growth opportunities for retrofit programs for the wide-body aircraft that service international routes and that the major global airlines will need to invest in cabin interiors for their international fleets or face the prospect of losing market share on their international routes. Additionally, the expected growth in the worldwide fleet will serve to increase the size of our installed base.
Opportunity to Substantially Expand Our Addressable Markets through our Consumables Management Business. Our consumables management business leverages our key strengths, including marketing and service relationships with most of the world’s airlines, commercial aircraft OEMs and their suppliers, business jet OEMs and their suppliers, maintenance, repair and overhaul centers (“MROs”), and the military. As approximately 48% of consumables demand is generated by the aftermarket, demand for aerospace hardware, fasteners, bearings, seals, gaskets, lighting products, electrical components and other consumables is expected to increase over time as the fleet expands, similar to the market for cabin interior products. The aerospace and military OEMs are increasingly outsourcing to sub-contract manufacturers, driving a channel shift, which is benefiting distributors, such as our consumables management segment, as many of these subcontractors tend to purchase through distributors. In addition, aerospace manufacturers as well as airlines and MROs are increasingly seeking companies such as our consumables management segment to provide customized single point of contact for inventory management, customized invoicing, automated forecasting and usage monitoring, centralized communications and tracking across their supply base.
Backlog Driven by Aftermarket Demand from International Airlines Retrofitting Existing Fleets. We believe that many major international airlines are in the process of reinitiating or planning to reinitiate previously deferred cabin interior upgrade programs. This activity is expected to continue to be driven by both the age of the existing cabin interiors as well as the desire by many of the leading international carriers to achieve a competitive advantage by investing in cabin interior products that incorporate leading comfort amenities, thereby improving passenger loads and yields, or that reduce airline operating costs by reducing maintenance costs and/or providing lower weight and fuel burn. We believe that, as international traffic continues to grow, the life cycle of premium products, such as lie-flat international business class seats and the products comprising our super first class suites, will continue to compress as airlines seek greater competitive advantage through state-of-the-art cabin interior products.
Growth in New Aircraft Introductions Leads to New Cabin Interior Product Introductions and Major Retrofit Opportunities. According to Airbus, 19 customers have placed orders for 253 of the new Airbus A380 super wide-body aircraft and 33 customers have placed 555 orders for the new A350 XWB. According to Boeing, through December 31, 2011, 65 customers have placed orders for 860 of the new B787 wide-body aircraft. We believe the airliners often use the occasion of introduction into service of a new aircraft fleet type to introduce next generation cabin interior products. In such cases, we believe airlines will also invest in programs to retrofit their existing fleets to incorporate these new interior products and configurations in order to enhance their revenue and/or cost advantages realized on the new fleets and to maintain product and service commonality.
Growing Requirement for Thermal and Power Management Solutions. Demand for aerospace thermal and power management products and systems is expected to grow over the next decade as a result of changing electronics technologies at both the component and system levels as well as the continued introduction of MEA, such as the Boeing B787, B747-8 and the Airbus A350. We believe power management products have become critical components for the newer MEA and demand for innovative power management solutions should grow as power and computing power requirements increase, as space becomes more limited, and as heat dissipation and payload weight become more critical. We believe our ability to integrate advanced power management technology with industry leading thermal packaging designs into current and future cabin interior products and systems will address the expected growing demand for sophisticated power management solutions in aircraft cabin interior products.
Long-Term Growth in Business Jet and VIP Aircraft Markets. Business jet deliveries were down 5% in 2011 at 726 aircraft as compared to 2010 after decreasing by 10% in 2010 as compared to 2009. According to industry sources, new business jet deliveries in 2012 are expected to increase by approximately 10%, and average annual deliveries of new business jets are expected to increase by an approximate 12% CAGR over the four-year period ending December 31, 2015.
Business Strategy
Our business strategy is to maintain a leadership position and to best serve our customers by:
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Offering the broadest and most innovative products and services in the industry;
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Offering a broad range of engineering services including design, integration, installation, certification services and aircraft reconfiguration;
● Pursuing the highest level of quality in every facet of our operations, from the factory floor to customer support;
● Aggressively pursuing continuous improvement initiatives in all facets of our business, and in particular our manufacturing operations, to reduce cycle time, lower costs, improve quality and expand our margins; and
● Pursuing a worldwide marketing and product support approach focused by airline and general aviation airframe manufacturers, encompassing our entire product line.
Products and Services
We conduct our operations through strategic business units that have been aggregated under three reportable segments: commercial aircraft, consumables management and business jet.
The following is a summary of revenues for each of our segments:
Commercial Aircraft Segment
Seating products. We believe, based on our experience in the industry, that we are the world's leading manufacturer of aircraft seats, offering a wide selection of first class, business class, tourist class and regional aircraft seats. A typical seat manufactured and sold by us includes the seat frame, cushions, armrests, tray table and a variety of optional features such as adjustable lumbar supports, footrests, reading lights, head/neck supports, and other comfort amenities. We also integrate a wide variety of in-flight entertainment equipment into our seats, which is supplied to us by our customers or third-party suppliers. We estimate that, as of December 31, 2011, we had an aggregate installed base of products produced by our commercial aircraft segment, valued at replacement prices, of approximately $7.1 billion.
First and Business Class Seats. Based upon major airlines' program selection and our backlog, we believe we are the leading worldwide manufacturer of premium class seats. Our line of first class lie-flat seats incorporates full electric actuation, an electric ottoman, privacy panels and sidewall-mounted tables. Our business class seats incorporate features developed over 25 years of seating design. The business class seats include electrical or mechanical actuation, PC power ports, iPod connectivity, telephones, leg rests, adjustable lumbar cushions, four-way adjustable headrests and fiber optic reading lights. The first and business class products are substantially more expensive than tourist class seats due to these luxury appointments.
Tourist Class and Regional Jet Seats. We believe, based on our installed base, that we are a leading worldwide manufacturer of tourist class seats and regional aircraft seats. We believe our Spectrum® coach class seat has become the industry's most popular seat platform for single-aisle aircraft since its launch in late 2002. We believe the seat improves comfort and offers significantly improved passenger living space as well as benefiting the airlines with simplified maintenance and spare parts purchasing. Spectrum® was engineered for use across the entire single-aisle aircraft fleet, including regional jets. In 2010, we introduced our new patented Pinnacle® main cabin seating platform, which we believe is the industry’s lightest full-featured seat.The Pinnacle® seat platform utilizes advanced proprietary technologies that we believe significantly reduces cost of ownership, simplifies maintenance and increases overall passenger living space. Since its launch, the Pinnacle® seating platform has received awards to equip more than 1,300 new or existing aircraft surpassing the Spectrum® in popularity and making the Pinnacle® the most successful new product launch in our history.
Spares. Aircraft seats require regularly scheduled maintenance in the course of normal passenger use. Airlines depend on seat manufacturers and secondary suppliers to provide spare parts and kit upgrade programs. As a result, a significant market exists for spare parts and kit upgrades.
Oxygen Delivery Systems. We believe, based on our experience in the industry, that we are the leading manufacturer of oxygen storage, distribution and delivery systems for both commercial and business jet aircraft. We have the capability to both produce all required components and to fully integrate overhead passenger service units with either chemical or gaseous oxygen equipment. Our oxygen equipment has been approved for use on all Boeing and Airbus aircraft and is also found on essentially all general aviation and VIP aircraft. The Boeing 787 will be the first aircraft equipped with a passenger oxygen system using our advanced Pulse OxygenTM and passenger service unit technology. Airbus has also selected us to provide similar technology for its passenger and crew oxygen systems for the A350 XWB.
Coffee Makers/Water Boilers. We believe, based on our experience in the industry, that we are the leading manufacturer of aircraft coffee and beverage makers. We manufacture a broad line of coffee makers, including the Endura® beverage maker, coffee warmers and water boilers, and a Combi Unit® which will both brew coffee and boil water for tea while utilizing 25% less electrical power than traditional 5,000-watt water boilers. We also manufacture a cappuccino/espresso maker.
Ovens. We believe, based on our experience in the industry, that we are the leading manufacturer of a broad line of specialized ovens, including high efficiency convection ovens, steam ovens and warming ovens. Our DS Steam OvenTM uses a method of preparing in-flight food by maintaining constant temperature and moisture in the food. Our DS Steam OvenTM addresses the airlines' need to provide a wider range of food offerings than can be prepared by convection ovens.
Refrigeration Equipment. We believe, based on our experience in the industry, that we are the worldwide industry leader in the design, manufacture and supply of commercial aircraft refrigeration equipment. We manufacture self-contained wine and beverage chillers, refrigerators/freezers and galley air chilling systems.
Modular Lavatory Systems. We recently entered the modular lavatory systems market. Our modular lavatory systems utilizes our patent pending, Spacewall® technology, which frees up floor space in the cabin, creating the opportunity to add up to six incremental passenger seats on each airplane. The modular lavatory systems will integrate our technologically advanced Aircraft Ecosystems® vacuum toilet, long-life LED lighting and our tamper proof, state-of-the-art lavatory oxygen system. We believe our Aircraft Ecosystems® vacuum toilets have 25% greater reliability than existing systems and allow components to be replaced in a few minutes, as compared to up to an hour for existing systems. We have been selected by Boeing to become the exclusive manufacturer of the modular lavatory systems for Boeing’s Next-Generation 737 airplane. Our innovative SFE system will become standard equipment on all Boeing 737 NG’s, as well as the 737 MAX which enters service later this decade. We believe that retrofit demand for our lavatory systems could be substantial.
Water and Waste Systems. We have recently entered the vacuum waste water system market. Our first vacuum waste water system incorporates a proprietary design which we believe will eliminate the primary cause of failure which plagues other vacuum systems. In addition, we believe our systems include advanced proprietary components and systems that will significantly lower the overall cost of ownership, simplify maintenance and improve lavatory hygiene as our system is rolled out to additional commercial and business jet platforms. We believe the cost of ownership savings will be achieved through weight savings and reliability improvements as a result of combining our proprietary composite components with optimized integrated systems. Our waste water systems are configurable so savings can be realized on both new aircraft and existing in-service aircraft. We believe the design modularity will reduce airframe corrosion issues and provide for simplified, faster maintenance and ease of removal, resulting in up to a 60% reduction in service time.
Galley Systems. Our innovative, modular approach to the design of galley systems allows the airlines to select galley positions and configurations for their specific operational needs, while minimizing total aircraft system weight. We have been selected by Airbus to provide next generation galley systems for the Airbus A350 aircraft, which is designed to accommodate the aircraft’s “flex zones” allowing airlines to select from a wide range of galley configurations.
Thermal and Power Management. We believe we are a market leader in the design, engineering and manufacturing of customized, fully integrated, thermal and power management solutions that address complex power management requirements of OEMs in the aerospace and defense industries. We believe power management products have become critical components for the newer MEA, and demand for innovative power management solutions should grow as power and computing power requirements increase, as space becomes more limited, and as heat dissipation and payload weight become more critical. We believe our ability to integrate advanced power management technology with industry leading thermal packaging designs into current and future cabin interior products and systems will address the expected growing demand for sophisticated power management solutions in aircraft cabin interior products.
Engineering, Design, Integration, Installation and Certification Services. We believe, based on our experience in the industry, that we are a leading supplier of engineering, design, integration, installation and certification services for commercial aircraft passenger cabin interiors. We also offer our customers in-house capabilities to design, manage, integrate, test and certify reconfigurations and modifications for commercial aircraft and to manufacture related products, including engineering kits and interface components. We provide a broad range of interior reconfiguration services which enable airlines to modify the cabin layout, install telecommunications and entertainment equipment, and relocate galleys, lavatories, overhead bins, and crew rest compartments.
Consumables Management Segment
We believe, based on our experience in the industry, that we are the world’s leading distributor and value-added service provider of aerospace fasteners and consumables, and we believe we offer one of the broadest lines of aerospace hardware and inventory management services worldwide. Through the strategic acquisitions of HCS in 2008, Satair in 2010 and UFC in 2012, we believe we have become the worldwide leader in the distribution of aerospace fasteners and consumables and the leading provider of complex supply chain management services. Approximately 48% of our fasteners and consumables sales are made to the aftermarket, and we have historically shipped approximately 60% of our orders within 24 hours of receipt of the order. With over 400,000 SKUs and next-day service, we serve as a distributor for almost every major aerospace fastener manufacturer. Our service offerings include inventory management and replenishment, creative and differential supply chain solutions such as 3PL and 4PL programs, electronic data interchange, special packaging and bar-coding, parts kitting, quality assurance testing and purchasing assistance. Our seasoned purchasing and sales teams, coupled with state-of-the-art information technology and automated parts retrieval systems, provide the basis for our reputation for high quality and overnight delivery.
Business Jet Segment
We believe, based on our experience in the industry, that we are the leading manufacturer of a broad product line of furnishings for business jets. Our products include a complete line of business jet seating and sofa products, including electric fully berthing lie-flat seats, direct and indirect lighting, air valves and oxygen delivery systems as well as sidewalls, bulkheads, credenzas, closets, galley structures, lavatories, waste water systems and tables. We have the capability to provide complete interior packages for business jets and executive VIP or head-of-state aircraft interiors, including design services, interior components and program management services. We believe we are the preferred supplier of seating products and direct and indirect lighting systems for most business jet manufacturers.
Our business jet segment, which has had decades of experience in equipping executive, VIP and head-of-state aircraft, is the leading manufacturer of super first class cabin interior products for commercial wide-body aircraft. Super first class products incorporate a broad range of amenities such as luxurious first class cabins with appointments such as lie-flat seating, mini-bars, closets, flat screen televisions and mood lighting, which, until recently, were found only in VIP and head-of-state aircraft.
We estimate that, as of December 31, 2011, we had an aggregate installed base of business jet and super first class equipment, valued at replacement prices, of approximately $1.3 billion.
Research, Development and Engineering
We work closely with commercial airlines, business jet and aerospace manufacturers and global leasing companies to improve existing products and identify customers' emerging needs. Our expenditures in research, development and engineering totaled $158.6 million, $112.8 million and $102.6 million for the years ended December 31, 2011, 2010 and 2009, respectively, representing 6.3%, 5.7% and 5.3% of revenues, respectively, for each of those years. We employed 1,198 professionals in engineering, research and development and program management as of December 31, 2011. We believe, based on our experience in the industry, that we have the largest engineering organization in the cabin interior products industry, with mechanical, electrical, electronic and software design skills, as well as substantial expertise in program management, materials composition and custom cabin interior layout design and certification.
Customers, Competition and Marketing
The commercial aircraft cabin interior products market is relatively fragmented, with a number of competitors in each of the individual product categories. Due to the global nature of the commercial aerospace industry, competition comes from both U.S. and foreign manufacturers. However, as aircraft cabin interiors have become increasingly sophisticated and technically complex, airlines have demanded higher levels of engineering support and customer service than many smaller cabin interior products suppliers can provide. At the same time, airlines have recognized that cabin interior product suppliers must be able to integrate a wide range of products, including sophisticated electronic components, such as video and live broadcast TV, particularly in wide-body aircraft. We believe that the airlines' increasing demands will result in a continuing consolidation of suppliers. We have participated in this consolidation through strategic acquisitions and we intend to continue to participate in the consolidation.
We market and sell our commercial aircraft products directly to virtually all of the world's major airlines, aircraft leasing companies and airframe manufacturers. Airlines select manufacturers of cabin interior products primarily on the basis of custom design capabilities, product quality and performance, on-time delivery, after-sales customer service, product support and price. We market our thermal and power management products and services directly to first tier defense manufacturers, aerospace OEMs, their suppliers and the airlines.
We believe that airlines prefer our integrated worldwide marketing approach, which is focused by airline and encompasses our entire product line. Led by senior executives, teams representing each product line serve designated airlines that together accounted for the vast majority of the purchases of products manufactured by our commercial aircraft segment, including our super first class product. Our teams have developed customer-specific strategies to meet each airline's product and service needs. We also staff "on-site" customer engineers at major airlines and airframe manufacturers to represent our entire product line and to work closely with customers to develop specifications for each successive generation of products required by the airlines. These engineers help customers integrate our wide range of cabin interior products and assist in obtaining the applicable regulatory certification for each particular product or cabin configuration. Through our on-site customer engineers, we expect to be able to more efficiently design and integrate products that address the requirements of our customers. We provide program management services, integrating all on-board cabin interior equipment and systems, including installation and FAA certification, allowing airlines to substantially reduce costs. We believe that we are the only supplier in the commercial aircraft cabin interior products industry with the size, resources, breadth of product line and global product support capability to operate in this manner.
Traditionally, we, and our competitors, have sold customized cabin interior products directly to the airlines. Commencing with the launch of the Boeing 787 and Airbus A350 XWB, we began a campaign to develop a range of additional aircraft interior products and to market these new interior systems directly to Boeing and Airbus, thereby potentially increasing our content per aircraft. During 2011, Boeing selected us as the exclusive manufacturer of modular lavatory systems for Boeing’s 737 airplane, in a program initially valued in excess of $800 million, exclusive of retrofit orders, which we believe could be substantial. This innovative SFE system will become standard equipment on all Boeing 737 NG’s and the Boeing 737 MAX. We have also been selected by Boeing to manufacture our LED cabin lighting for the next generation Boeing 737 Sky Interior aircraft. To date, we have also been selected by Boeing to manufacture our patented Pulse OxygenTM system and passenger service units for the B787 and B747-8, by Airbus to manufacture our next generation galley systems and our patented passenger oxygen delivery system for the A350 XWB and by several major business jet manufacturers to provide vacuum waste water systems. As of December 31, 2011, the SFE programs we have won are currently expected to generate approximately $4.4 billion in revenues over time, and are expected to significantly increase our content per aircraft type. We believe we were successful in our initiative as a result of our extensive experience with other cabin interior products, and our continuous focus on new product development.
Our program management approach assigns a program management team to each significant contract. The program management team leader is responsible for all aspects of the specific contract and profitability, including managing change orders, negotiating related upfront engineering charges and monitoring the progress of the contract through its delivery dates. We believe that our customers benefit substantially from our program management approach, including better on-time delivery and higher service levels. We also believe our program management approach results in better customer satisfaction.
We believe that our large installed base, our timely responsiveness in connection with the custom design, manufacture, delivery and after-sales customer service and product support, our broad product line and stringent customer and regulatory requirements, all present barriers to entry for potential new competitors in the cabin interior products and thermal and power management markets. Our principal competitors for our commercial aircraft segment are Groupe Zodiac S.A., Keiper Recaro GmbH and Jamco America, Inc.
We market our aerospace fasteners and other consumables directly to the airlines, aircraft leasing companies, MROs, general aviation, first-tier suppliers to the commercial, military and defense airframe manufacturers, the airframe manufacturers and other distributors. We believe that our key competitive advantages are the breadth of our product offerings and our ability to deliver our products on a timely basis. We believe that those advantages, coupled with our core competencies in product information management, purchasing and logistics management, provide strong barriers to entry. Our primary competitors in the aerospace hardware and consumables distribution market are Wesco Aircraft Hardware and Align Aerospace.
We market our business jet products directly to all of the world's general aviation airframe manufacturers, completion centers and operators. Business jet owners typically rely upon the airframe manufacturers and completion centers to coordinate the procurement and installation of their interiors. Business jet owners select manufacturers of business jet products on a basis similar to commercial aircraft interior products: customer design capabilities, product quality and performance, on-time delivery, after-sales customer service, product support and price. We believe that potential new competitors would face a number of barriers to entering the business jet products market. Barriers to entry include regulatory requirements, our large installed product base, our custom design capability, manufacturing capability, delivery, after-sales customer service, product support and our broad product line. The market for business jet products is highly fragmented, consisting of numerous competitors, the largest of which is Goodrich Corporation.
As of December 31, 2011, our direct sales, marketing and product support organizations consisted of 756 employees. In addition, we currently retain 69 independent sales representatives. Our sales to non-U.S. customers were approximately $1.2 billion and $1.0 billion during the years ended December 31, 2011 and 2010, respectively which represents approximately 48% and 49% of revenues, respectively. Approximately 68% of our total revenues were derived from airlines, aircraft leasing companies, MROs, and other commercial aircraft operators during each of the two years ended December 31, 2011. Approximately 49% and 55% of our revenues during the years ended December 31, 2011 and 2010, respectively, were from the aftermarket.
Backlog
Our backlog at December 31, 2011 was $3.5 billion, as compared with backlog of $3.1 billion at December 31, 2010 and $2.7 billion at December 31, 2009. The charts below reflect information related to the backlog by geographic region and the expected roll-out of backlog.
SFE program awards will be added to backlog when we receive purchase orders or otherwise are provided with specificity regarding delivery dates. At December 31, 2011, we estimate the value of these awards at $4.4 billion.
Total backlog, both booked and awarded but unbooked, expanded to a record $7.9 billion, an increase of 37.4% from December 31, 2010.
Customer Service
We believe that our customers place a high value on customer service and product support and that this service level is a critical differentiating factor in our industry. The key elements of such service include:
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Rapid response to requests for engineering, design, proposals and technical specifications;
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Flexibility with respect to customized features;
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On-time delivery;
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Immediate availability of spare parts for a broad range of products; and
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Prompt attention to customer problems, including on-site customer training.
Customer service is particularly important to the airlines due to the high costs associated with late delivery, malfunctions and other problems.
Warranty and Product Liability
We warrant our products, or specific components thereof, for periods ranging from one to ten years, depending on product and component type. We establish reserves for product warranty expense after considering relevant factors such as our stated warranty policies and practices, historical frequencies of claims to replace or repair products under warranty and recent sales and claims trends. Actual warranty costs reduce the warranty reserve as they are incurred. We periodically review the adequacy of accrued product warranty reserves and revisions of such reserves are recognized in the period in which such revisions are determined.
We also carry product liability insurance. We believe that our insurance should be sufficient to cover product liability claims.
Manufacturing and Raw Materials
Our manufacturing operations consist of both the in-house manufacturing of component parts and sub-assemblies and the assembly of our designed component parts that are purchased from outside vendors. We maintain up-to-date facilities, and we have an ongoing strategic manufacturing improvement plan utilizing lean manufacturing processes. We constantly strive for continuous improvement from implementation of these plans for each of our product lines. We have implemented common information technology platforms company-wide, as appropriate. These activities should lower our production costs, shorten cycle times and reduce inventory requirements and at the same time improve product quality, customer response and profitability. We do not believe we are materially dependent on any single supplier or assembler for any of our raw materials or specified and designed component parts and, based upon the existing arrangements with vendors, our current and anticipated requirements and market conditions, we believe that we have made adequate provisions for acquiring raw materials.
Government Regulation
The FAA prescribes standards and licensing requirements for aircraft components, and licenses component repair stations within the United States. Comparable agencies regulate such matters in other countries. We hold several FAA component certificates and perform component repairs at a number of our U.S. facilities under FAA repair station licenses. We also hold an approval issued by the EASA to design, manufacture, inspect and test aircraft seating products in Leighton Buzzard, England and to manufacture and ship from our Kilkeel, Northern Ireland facility. We also have the necessary approvals to design, manufacture, inspect, test and repair our interior systems products in Nieuwegein, the Netherlands. Additionally we hold EASA/LBA (Luftfahrtbundesamt, the National German Aviation Authority) approval to manufacture, inspect, test and repair our commercial Life Support Systems equipment and the approval of the German Federal Office of Defense and Procurement (BWB) to design, manufacture and repair military aviation equipment in Lübeck, Germany.
In March 1992, the FAA adopted Technical Standard Order C127, or TSO-C127, which provides a design approval that the FAA may issue to seat manufacturers for seats tested dynamically to meet the requirements of 14 CFR 25.562 (commonly referred to as “16G”). We believe we have developed and certified more seat models that meet the requirements of TSO-C127 than our competitors. The FAA and EASA also prescribe that seats meet certain flammability and electrical interference specifications. In October 2005, the FAA adopted regulation 14 CFR 121.311(j), which requires dynamic testing of all seats installed in all new aircraft certified after January 1, 1988 and produced after October 27, 2009. The EASA is expected to establish a similar rule. Our large installed base of 16G seats demonstrates our industry leadership in seat certification requirements.
In November 2002, our seating group became the first passenger seating supplier to sign a Partnership for Safety Plan (“PSP”) with the FAA. Based on established qualifications of personnel and systems, the PSP provides us with increased authority to approve test plans and reports and to witness tests. The PSP provides us with a number of business benefits including greater planning flexibility, simplified scheduling and greater program control and eliminates variables such as FAA workload and priorities.
Environmental Matters
Our operations are subject to extensive and changing federal, state and foreign laws and regulations establishing health and environmental quality standards, including those governing discharges of pollutants into the air and water and the management and disposal of hazardous substances and wastes. We may be subject to liabilities or penalties for violations of those standards. We are also subject to laws and regulations, such as the Federal Superfund Law and similar state statutes, governing remediation of contamination at facilities that we currently or formerly owned or operated or to which we send hazardous substances or wastes for treatment, recycling or disposal. We believe that we are currently compliant, in all material respects, with applicable environmental laws and regulations. However, we could become subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability relating to our facilities or operations.
Patents
We currently hold 306 U.S. patents and 316 foreign patents, as well as 155 U.S. patent applications and 317 foreign patent applications covering a variety of products. We believe that the termination, expiration or infringement of one or more of such patents would not have a material adverse effect on us.
Employees
As of December 31, 2011, we had approximately 7,700 employees. Approximately 62% of our employees are engaged in manufacturing/distribution operations and purchasing, 16% in engineering, research and development and program management, 10% in sales, marketing and product support and 12% in finance, human resources, information technology, legal, quality and general administration. Unions represent approximately 6% of our worldwide employees. One domestic labor contract, representing approximately 1% of our employees, expires in October 2014. The labor contract with the only other domestic union, which represents 5% of our employees, expires in May 2012. The remaining portion of our unionized employees are located in the United Kingdom, the Netherlands and Germany, which tend to have government mandated union organizations. We consider our employee relations to be good.
Financial Information About Segments and Foreign and Domestic Operations
Financial and other information by segment and relating to foreign and domestic operations for the years ended December 31, 2011, 2010 and 2009, is set forth in Note 13 to our consolidated financial statements.
Available Information
Our filings with the SEC, including this Form 10-K, our Quarterly Reports on Form 10-Q, our Proxy Statement, Current Reports on Form 8-K and amendments to any of those reports are available free of charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our internet website is located at http://www.beaerospace.com. Information included in or connected to our website is not incorporated by reference in this annual report.
ITEM 1A.
ITEM 1A. RISK FACTORS
You should consider carefully the following risks and uncertainties, along with the other information contained in or incorporated by reference in this Form 10-K. If any of the following events actually occur, our business, financial condition and financial results could be materially adversely affected. Additional risks and uncertainties that we do not presently know about or currently believe are not material may also adversely affect our business and operations. See "Cautionary Statement Regarding Forward-Looking Statements."
Risks Relating to Our Industry
The airline industry is heavily regulated and failure to comply with applicable laws could reduce our sales, or require us to incur additional costs to achieve compliance, which could negatively impact our results of operations and financial condition.
The FAA prescribes standards and licensing requirements for aircraft components, including virtually all commercial airline and general aviation cabin interior products and licenses component repair stations within the United States. Comparable agencies, such as the EASA, the CAAC and the JCAB, regulate these matters in other countries. If we fail to obtain a required license for one of our products or services or lose a license previously granted, the sale of the subject product or service would be prohibited by law until such license is obtained, reinstated or renewed. In addition, designing new products to meet existing regulatory requirements and retrofitting installed products to comply with new regulatory requirements can be both expensive and time consuming.
From time to time, these regulatory agencies propose new regulations. These new regulations generally cause an increase in costs to comply with these regulations. For example, the FAA dynamic testing requirements originally established in 1988 under 14 CFR 25.562 are currently required for certain new generation aircraft types. The enactment of 14 CFR 121.311(j) will require dynamic testing of all seats installed in all new aircraft produced after October 27, 2009. EASA is expected to establish a similar rule. Compliance with this rule may require industry participants to expand engineering, plant and equipment to ensure that all products meet this rule. Smaller seating companies may not have the resources, financial or otherwise, to comply with this rule and may be required to sell their business or cease operations. To the extent the FAA implements rule changes in the future, we may incur additional costs to achieve compliance.
The airline industry is subject to extensive health, safety and environmental regulations, any violation of which could subject us to significant liabilities and penalties.
We are subject to extensive and changing federal, state and foreign laws and regulations establishing health, safety and environmental quality standards, and may be subject to liabilities or penalties for violations of those standards. We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability at any of our facilities, or at facilities we may acquire.
Risks Relating to Our Business
We are directly dependent upon the conditions in the airline and business jet industries and a continued economic downturn could negatively impact our results of operations and financial condition.
Global financial markets experienced extreme volatility and disruption during 2008 and 2009, which, at times, reached unprecedented levels as a result of the financial crisis affecting the banking system and participants in the global financial markets. Concerns over the tightening of the corporate credit markets, inflation, energy costs and the dislocation of the residential real estate and mortgage markets have contributed to the volatility in the global financial markets and, together with the global financial crisis, have created uncertainties for global economic conditions in the future. The airline and business jet industries are sensitive to changes in economic conditions. In 2008 and 2009, the airline industry parked aircraft, delayed new aircraft purchases and deliveries of new aircraft, deferred retrofit programs and depleted existing inventories. The business jet industry was also severely impacted by both the recession and by declining corporate profits.
Unfavorable economic conditions during this period also caused reduced spending for both leisure and business travel, which have also negatively affected the airline and business jet industries. According to IATA, the economic downturn, combined with the high fuel prices experienced during most of 2009, contributed to the worldwide airline industry’s loss of approximately $4.6 billion in 2009. In addition, as a result of the decline in both traffic and airfares following the September 11, 2001 terrorist attacks and threats of future terrorist attacks, SARS, H1N1, the conflicts in Iraq and Afghanistan, as well as other factors, such as increases in fuel costs and heightened competition from low-cost carriers, the world airline industry lost a total of approximately $52.8 billion during the period from 2001 to 2009, which caused a significant number of airlines worldwide to declare bankruptcy or cease operations during this period.
While the global airline industry has experienced a significant rebound, generating record profits of approximately $15.8 billion in 2010 and an estimated $7.0 billion in 2011, there can be no assurance that the commercial and business jet industries won’t again experience a difficult operating environment. As an example, the operating environment would be negatively impacted by increasing fuel prices, consolidation in the industry, changes in regulation, terrorism, safety, environmental and health concerns and labor issues. Many of these factors could have a negative impact on air travel, which could materially adversely affect our operating results.
We may be materially adversely affected by high fuel prices.
Fluctuations in the global supply of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability and price of jet fuel. In the event there is an outbreak or escalation of hostilities or other conflicts or significant disruptions in oil production or delivery in oil-producing areas or elsewhere, there could be reductions in the production or importation of crude oil and significant increases in the cost of jet fuel. If there were major reductions in the availability of jet fuel or significant increases in its cost, commercial airlines will face increased operating costs. Due to the competitive nature of the airline industry, airlines are often unable to pass on future increases in fuel prices to customers by increasing fares. As a result, an increase in jet fuel could result in a decrease in net income from either lower margins or, if airlines increase ticket fares, less revenue from reduced airline travel. Decreases in airline profitability could decrease the demand for new commercial aircraft, resulting in delays of or reductions in deliveries of commercial aircraft equipped with our cabin interior products and, as a result, our financial condition, results of operations and cash flows could be materially adversely affected.
There are risks inherent in international operations that could have a material adverse effect on our business operations.
While the majority of our operations are based domestically, we have significant manufacturing operations based internationally with facilities in the United Kingdom, the Netherlands and Germany. In addition, we sell our products to airlines all over the world. Our customers are located primarily in North America, Europe, the Asia/Pacific Rim region, South America and the Middle East. As a result, 48% and 49% of our revenues for the years ended December 31, 2011 and 2010, respectively, were to customers located outside the United States. Volatile international economic, political and market conditions may have a negative impact on our operating results and our ability to achieve our goals.
In addition, we have a number of subsidiaries in foreign countries (primarily in Europe), which have sales outside the United States. As a result, we are exposed to currency exchange rate fluctuations as a portion of our net sales and expenses are denominated in currencies other than the U.S. dollar. Approximately 30% of our sales during the years ended December 31, 2011 and 2010 came from our foreign operations. Fluctuations in the value of foreign currencies affect the dollar value of our net investment in foreign subsidiaries, with these fluctuations being included in a separate component of stockholders’ equity. At December 31, 2011, we reported a cumulative foreign currency translation adjustment of approximately $69.9 million in stockholders’ equity as a result of foreign currency adjustments, and we may incur additional adjustments in future periods. In addition, operating results of foreign subsidiaries are translated into U.S. dollars for purposes of our statement of operations at average monthly exchange rates. Moreover, to the extent that our revenues are not denominated in the same currency as our expenses, our net earnings could be materially adversely affected. For example, a portion of labor, material and overhead costs for goods produced in our production facilities in the United Kingdom, Germany and the Netherlands are incurred in British pounds or Euros, but the related sales revenues are generally denominated in U.S. dollars. Changes in the value of the U.S. dollar or other currencies could result in material fluctuations in foreign currency translation amounts or the U.S. dollar value of transactions and, as a result, our net earnings could be materially adversely affected.
Historically we have not engaged in hedging transactions. However, we may engage in hedging transactions in the future to manage or reduce our foreign exchange risk. Our attempts to manage our foreign currency exchange risk may not be successful and, as a result, our results of operations and financial condition could be materially adversely affected.
Our foreign operations could also be subject to unexpected changes in regulatory requirements, tariffs and other market barriers and political, economic and social instability in the countries where we operate or sell our products and offer our services. The impact of any such events that may occur in the future could subject us to additional costs or loss of sales, which could materially adversely affect our operating results.
We are subject to a variety of risks associated with the sale of our products and services to the U.S. Government, which could negatively affect our revenues and results of operations.
As a supplier directly to the defense industry and as a subcontractor to suppliers of the U.S. Government, we face risks that are specific to doing business with the U.S. Government. The U.S. Government has the ability to unilaterally suspend the award of new contracts to us in the event of any violations of procurement laws, or reviews of the same. It could also reduce the value of our existing contracts as well as audit our costs and fees. Many of our U.S. Government contracts may be terminated for convenience by the government. Termination-for-convenience provisions typically provide that we would recover only our incurred or committed costs, settlement expenses and profit on the work that we completed prior to termination. In such an event, we would not earn the revenue that we would have originally anticipated from such a terminated contract.
Government reviews can be costly and time consuming, and could divert our management resources away from running our business. As a result of such reviews, we could be required to provide a refund to the U.S. Government or we could be asked to enter into an arrangement whereby our prices would be based on cost, or the U.S. Government could seek to pursue alternative sources of supply for our products. These actions could have a negative effect on our management efficiency and could reduce our revenues and results of operations. Additionally, as a U.S. Government contractor or subcontractor, we are subject to federal laws governing suppliers to the U.S. Government, including potential application of the False Claims Act.
If we make acquisitions, they may be less successful than we expect, which could have a material adverse effect on our financial condition.
We have made many acquisitions in the past. We may also consider future acquisitions, some of which could be material to us. We explore and conduct discussions with many third parties regarding possible acquisitions. Our ability to continue to achieve our goals may depend upon our ability to effectively identify attractive businesses, access financing sources on acceptable terms, negotiate favorable transaction terms and successfully consummate and integrate any businesses we acquire, achieve cost efficiencies and to manage these businesses as part of our company.
Our acquisition activities may involve unanticipated delays, costs and other problems. If we encounter unanticipated problems with one of our acquisitions, our senior management may be required to divert attention away from other aspects of our business. Additionally, we may fail to consummate proposed acquisitions or divestitures, after incurring expenses and devoting substantial resources, including management time, to such transactions. Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. Additionally, depending upon the acquisition opportunities available, we also may need to raise additional funds through the capital markets or arrange for additional bank financing in order to consummate such acquisitions or to fund capital expenditures necessary to integrate the acquired business. We also may not be able to raise the substantial capital required for acquisitions and integrations on satisfactory terms, if at all.
We may be unable to effectively and efficiently manage our inventories as we expand our business, which could have an adverse effect on our financial condition.
We have substantially expanded the size, scope and nature of our business through acquisitions and organic means, resulting in an increase in the breadth of our product offerings and an expansion of our business geographically. Business expansion places increasing demands on us to increase the inventories that we carry. We must anticipate demand well out into the future in order to service our extensive customer base. The inability to effectively and efficiently manage our inventories to meet current and future needs of our customers, which may vary widely from what is originally forecast due to a number of factors beyond our control, could have an adverse effect on our business, financial condition and results of operations.
Increased leverage could adversely impact our business and results of operations.
We may incur additional debt under our credit facility or through new borrowings to finance our operations or for future growth, including funding acquisitions. A high degree of leverage could have important consequences to us. For example, it could:
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increase our vulnerability to adverse economic and industry conditions;
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require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;
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limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;
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place us at a disadvantage compared to our competitors that are less leveraged; and
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limit our flexibility in planning for, or reacting to, changes in our business and in our industry.
The failure of our suppliers to perform to our requirements could negatively impact our results of operations, including our profit margins.
We depend on manufacturing firms to support our operations through the timely supply of products. Our suppliers may experience capacity constraints that may result in their inability to supply us with products in a timely fashion, in adequate quantities or at a desired price. Factors affecting the manufacturing sector can include labor disputes, general economic issues, and changes in raw material and energy costs. Natural disasters such as earthquakes or hurricanes, as well as political instability and terrorist activities, may negatively impact the production or delivery capabilities of our suppliers as well. These factors could lead to increased prices for our inventory, curtailment of supplies and the unfavorable allocation of product by our suppliers, which could reduce our revenues and profit margins and harm our customer relations. Significant disruptions in our supply chain could negatively impact our results of operations.
Our total assets include substantial intangible assets. The write-off of a significant portion of intangible assets would negatively affect our reported financial results.
Our total assets reflect substantial intangible assets. At December 31, 2011, goodwill and identified intangibles, net, represented approximately 36% of total assets. Intangible assets consist principally of goodwill and other identified intangible assets associated with our acquisitions. On at least an annual basis, we assess whether there has been an impairment in the value of goodwill and other intangible assets with indefinite lives. If the carrying value of the tested asset exceeds its estimated fair value, impairment is deemed to have occurred. In this event, the amount is written down to fair value. Under general accepted accounting principles in the United States, this would result in a charge to operating earnings. Any determination requiring the write-off of a significant portion of unamortized goodwill and identified intangible assets would negatively affect our results of operations and total capitalization, which could be material. For example, during the year ended December 31, 2008, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”) we performed our annual testing of impairment of goodwill. Adverse equity market conditions caused a decrease in market multiples, including our year end market capitalization at December 31, 2008. The fair value of our reporting units for goodwill impairment testing were determined using valuation techniques based on estimates, judgments and assumptions we believe were appropriate under the circumstances. The decrease in the market multiples and our market capitalization resulted in a decline in the fair value of our reporting units as of December 31, 2008. Accordingly, we recorded a pre-tax impairment charge related to goodwill and intangible assets of approximately $390.0 million for the year ended December 31, 2008. We also performed our annual testing of impairment of goodwill for the years ended December 31, 2009, 2010 and 2011. There was no impairment recorded in 2009, 2010 or 2011. As of December 31, 2011, the remaining balances of goodwill and intangible assets were $1,008.3 million and $389.8 million, respectively.
We have a significant backlog that may be deferred or may not entirely be realized.
As of December 31, 2011, we had approximately $3.5 billion of backlog. Given the nature of our industry and customers, there is a risk that orders forming part of our backlog may be cancelled or deferred due to economic conditions or fluctuations in our customers’ business needs, purchasing budgets or inventory management practices. For example, at December 31, 2008, while no major retrofit programs were cancelled, several large retrofit programs that were scheduled for delivery in 2009 were deferred until 2010 and 2011, which negatively impacted our revenues and profits for 2009. Failure to realize sales from our existing or future backlog would negatively impact our financial results.
We have significant financial and operating restrictions in our debt instruments that may have an adverse effect on our operations.
The credit agreement governing our senior bank borrowings and the indentures governing our senior notes contain numerous financial, operating and/or negative covenants that limit our ability to incur additional or repay existing indebtedness, to create liens or other encumbrances, to make certain payments and investments, including dividend payments, to engage in transactions with affiliates, to engage in sale/leaseback transactions, to guarantee indebtedness and to sell or otherwise dispose of assets and merge or consolidate with other entities. Agreements governing future indebtedness could also contain significant financial and operating restrictions. A failure to comply with the obligations contained in any current or future agreement governing our indebtedness could result in an event of default under our current or any future bank credit facility, our current or any future indenture or agreements governing our debt securities, which could permit acceleration of the related debt and acceleration of debt under other instruments that may contain cross acceleration or cross default provisions. We may not have, or may not be able to obtain, sufficient funds to make any required accelerated payments.
Our operations rely on an extensive network of information technology resources and a failure to maintain, upgrade and protect such systems could adversely impact our business, financial condition and results of operations.
Information technology plays a crucial role in all of our operations. To remain competitive, our hardware, software and related services must interact with our suppliers and customers efficiently, record and process our financial transactions accurately, and obtain the data and information to enable the analysis of trends and plans and the execution of our strategies.
The failure or unavailability of our information technology systems could directly impact our ability to interact with our customers and provide them with products and services when needed. Such failure to properly supply or service our customers could have an adverse effect on our business, financial condition and results of operations. Moreover, our customer relationships could be damaged well beyond the period of the downtime of our information technology systems.
We compete with a number of established companies, some of which have significantly greater financial, technological and marketing resources than we do, and we may not be able to compete effectively with these companies.
We compete with numerous established companies. Some of these companies have significantly greater financial, technological and marketing resources than we do. Our ability to be a successful competitor depends on our success in causing our products and the new products we may develop to be selected for installation in new aircraft, including next-generation aircraft, and in avoiding product obsolescence. It will also depend on our ability to remain the supplier of retrofit and refurbishment products and spare parts on the commercial fleets on which our products are currently in service. Developing and maintaining a competitive advantage may require continued investment in product development, engineering, supply-chain management and sales and marketing, and we may not have enough resources to make such investments, which could negatively impact our results of operations and financial condition.
We incur risk associated with new programs.
New programs with new technologies typically carry risks associated with design changes, development of new production tools, increased capital and funding commitments, ability to meet customer specifications, delivery schedules and unique contractual requirements, supplier performance, ability of the customer to meet its contractual obligations to us, and our ability to accurately estimate costs associated with such programs. In addition, any new program may not generate sufficient demand or may experience technological problems or significant delays in regulatory or other certification or manufacturing and delivery schedules. If we were unable to perform our obligations under new programs to the customer’s satisfaction, if we were unable to manufacture products at our estimated costs, or if a new program in which we had made a significant investment was terminated or experienced weak demand, certification or other delays or technological problems, our business, financial condition and results of operations could be materially adversely affected.
We may be unable to retain personnel who are key to our operations.
Our success, among other things, is dependent on our ability to attract, develop and retain highly qualified senior management and other key personnel. Competition for key personnel is intense, and our ability to attract and retain key personnel is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. The inability to hire, develop and retain these key employees may adversely affect our operations.
Provisions in our charter documents may discourage potential acquisitions of our company, even those which the holders of a majority of our common stock may favor.
Our restated certificate of incorporation and by-laws contain provisions that may have the effect of discouraging a third party from making an acquisition of us by means of a tender offer, proxy contest or otherwise. Our restated certificate of incorporation and by-laws:
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classify the board of directors into three classes, with directors of each class serving for a staggered three-year period;
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provide that directors may be removed only for cause and only upon the approval of the holders of at least two-thirds of the voting power of our shares entitled to vote generally in the election of such directors;
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require at least two-thirds of the voting power of our shares entitled to vote generally in the election of directors to alter, amend or repeal the provisions relating to the classified board and removal of directors described above;
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permit the board of directors to fill vacancies and newly created directorships on the board;
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restrict the ability of stockholders to call special meetings; and
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contain advance notice requirements for stockholder proposals.
Stockholders may not receive cash dividends on our shares of common stock.
We have never paid a cash dividend and do not plan to pay cash dividends on our common stock in the foreseeable future. We intend to retain our earnings to finance the development and expansion of our business and to repay indebtedness. Also, our ability to declare and pay cash dividends on our common stock is restricted by customary covenants in our bank credit facility and may be restricted by customary covenants in our future agreements governing future debt.
If the price of our common stock fluctuates significantly, stockholders could incur substantial losses of any investment in our common stock.
The price of our common stock is subject to sudden and material increases and decreases, and decreases could adversely affect investments in our common stock. For example from January 1, 2011 through December 31, 2011, the sale price of our common stock fluctuated between $28.83 to $42.85. The price of our common stock could fluctuate widely in response to:
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our quarterly operating results;
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changes in earnings estimates by securities analysts;
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changes in our business;
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changes in the market’s perception of our business;
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changes in the businesses, earnings estimates or market perceptions of our competitors or customers;
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changes in airline industry or business jet industry conditions;
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delays in new aircraft certification, production or order rates;
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changes in our key personnel;
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changes in general market or economic conditions; and
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changes in the legislative or regulatory environment.
In addition, the stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.
We have grown, and may continue to grow, at a rapid pace. Our inability to properly manage or support the growth may have a material adverse effect on our business, financial condition, and results of operations and could cause the market value of our common stock to decline.
We have experienced rapid growth in recent periods and intend to continue to grow our business both through acquisitions and internal expansion of products and services. Our growth to date has placed, and could continue to place, significant demands on our management team and our operational, administrative and financial resources. We may not be able to grow effectively or manage our growth successfully, and the failure to do so could have a material adverse effect on our business, financial condition, and results of operations and could cause the market value of our common stock to decline.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
As of December 31, 2011, we had 28 principal operating facilities and one administrative facility, which comprised an aggregate of approximately 3.1 million square feet of space. The following table describes the principal facilities and indicates the location, function, approximate size, and ownership status of each location.
We believe that our facilities are suitable for their present intended purposes and are adequate for our present and anticipated level of operations.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on our business, results of operations or financial condition.
There are no material pending legal proceedings, other than the ordinary routine litigation incidental to the business discussed above, to which we, or any of our subsidiaries, are a party or of which any of our property is the subject.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is quoted on the NASDAQ Global Select Market under the symbol "BEAV.” The following table sets forth, for the periods indicated, the range of high and low per share sales prices for the common stock as reported by NASDAQ.
On February 21, 2012, the last reported sale price of our common stock as reported by NASDAQ was $46.36 per share. As of such date, based on information provided to us by Computershare, our transfer agent, we had approximately 1,711 registered holders, and because many of these shares are held by brokers and other institutions on behalf of the beneficial holders, we are unable to estimate the number of beneficial shareholders represented by these holders of record.
We have not paid any cash dividends in the past, and we have no present intention of doing so in the immediate future. Our board of directors intends, for the foreseeable future, to retain any earnings to reduce indebtedness and finance our future growth, but expects to review our dividend policy regularly. The credit agreement governing our bank credit facilities permit the declaration of cash dividends only in certain circumstances described therein.
The following line graph compares the annual percentage change in the Company’s cumulative total shareholder return on our common stock relative to the cumulative total returns of the NASDAQ Composite index, the Dow Jones US Airlines index and the Dow Jones US Aerospace & Defense index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in the Company's common stock and in each of the indexes on 12/31/2006 and its relative performance is tracked through 12/31/2011.
During the twelve-month period ended December 31, 2011 we repurchased 161,297 shares of our common stock from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock grants. 1,918, 1,550, 1,247 and 156,582 of these shares were repurchased in the first, second, third and fourth quarters of 2011, respectively. These shares were not part of a publicly announced program to purchase common shares.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
(In millions, except per share data)
The financial data for each of the years in the five-year period ended December 31, 2011 have been derived from audited financial statements. The following financial information is qualified by reference to, and should be read in conjunction with, Item 7
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, except per share data)
OVERVIEW
Based on our experience in the industry, we believe we are the world’s largest manufacturer of cabin interior products for commercial aircraft and business jets and the leading aftermarket distributor and value added service provider of aerospace fasteners and other consumables products. We sell our manufactured products directly to virtually all of the world’s major airlines and aerospace manufacturers. In addition, based on our experience, we believe that we have achieved leading global market positions in each of our major product categories, which include:
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a broad line of aerospace fasteners, consisting of over 400,000 SKUs, serving the aerospace commercial aircraft, business jet and military and defense industries;
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commercial aircraft seats, including an extensive line of super first class, first class, business class, tourist class and regional aircraft seats;
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a full line of aircraft food and beverage preparation and storage equipment, including galley systems, coffeemakers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;
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both chemical and gaseous aircraft oxygen storage, distribution and delivery systems, protective breathing equipment and a broad range of lighting products; and
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business jet and general aviation interior products, including an extensive line of executive aircraft seats, direct and indirect overhead lighting systems, passenger and crew oxygen systems, air valve systems, and high-end furniture and cabinetry.
We also design, engineer and manufacture customized fully integrated thermal and power management solutions for participants in the defense industry, aerospace OEMs and the airlines. In addition, we provide comprehensive aircraft cabin interior reconfiguration, program management and certification services.
We generally derive our revenues from refurbishment or upgrade programs for the existing worldwide fleets of commercial and general aviation aircraft and from the sale of our cabin interior equipment for new aircraft deliveries as well as consumable products for both the new build market and the aftermarket. For the 2011, 2010 and 2009 years, approximately 49%, 55% and 50% of our revenues, respectively, were derived from the aftermarket, with the remaining portions attributable to the sale of cabin interior equipment associated with new aircraft deliveries. We believe our large installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, of approximately $8.4 billion as of December 31, 2011, gives us a significant advantage over our competitors in obtaining orders both for spare parts and for refurbishment programs, principally due to the tendency of the airlines to purchase equipment for such programs from the incumbent supplier. Approximately 53% of our backlog is expected to be delivered over the next twelve months, and approximately 26% is expected to be delivered over the following twelve month period.
We conduct our operations through strategic business units that have been aggregated under three reportable segments: commercial aircraft, consumables management and business jet.
Revenues by reportable segment for the years ended December 31, 2011, 2010 and 2009 were as follows:
Substantially all of our sales and purchases are based in U.S. dollars, which is consistent with the industry. Revenues by domestic and foreign operations for the years ended December 31, 2011, 2010 and 2009 were as follows:
Revenues by geographic segment (based on destination) for the years ended December 31, 2011, 2010 and 2009 were as follows:
Between 1989 and 2006, we substantially expanded the size, scope and nature of our business through 28 acquisitions for an aggregate purchase price of approximately $1.2 billion. In 2008 we acquired Honeywell’s Consumable Solutions (“HCS”) distribution business, for the aggregate purchase price of approximately $1.0 billion. The HCS business distributed consumables parts and supplies to aviation industry manufacturers, airlines and aircraft repair and overhaul facilities. The combination of HCS with our consumables management segment positioned us as the leading global distributor and value-added provider of aerospace fasteners and other consumable products. The combined business serves as a distributor for every major aerospace fastener manufacturer in the world.
In October 2010, we acquired TSI Group, Inc. (“TSI”) and the aerospace fastener distribution business of Satair A/S (“Satair”) for a net purchase price of approximately $307 and $162, respectively. TSI is a market leader in the design, engineering and manufacturing of customized, fully integrated thermal management and interconnect solutions that address complex power management requirements of a broad range of customers in the aerospace and defense industries. TSI is included as a component of our commercial aircraft segment. Satair is a distributor of consumables to European and Asia Pacific aerospace manufacturers and their suppliers and is included as a component of our consumables management segment. During 2011, we completed four smaller acquisitions to bolster key technologies and sold two non core businesses, resulting in a net investment of approximately $41. On January 30, 2012, we acquired UFC Aerospace Corp. (“UFC”), a leading provider of complex supply chain management and inventory logistics solutions, for approximately $400 in cash.
New product development is a strategic initiative for us. Our customers regularly request that we engage in new product development and enhancement activities. We believe that these activities protect and enhance our leadership position. We believe our investments in research and development over the past several years have been the driving force behind our ongoing market share gains. Research, development and engineering spending was approximately 6.3% of sales during 2011 and is expected to remain at approximately the same percentage of sales for the next several years.
We also believe in providing our businesses with the tools required to remain competitive. In that regard, we have invested, and will continue to invest, in property and equipment that enhances our productivity. Taking into consideration recent program awards to deliver multi-year programs for various Airbus and Boeing aircraft, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that capital expenditures will be approximately $125 during 2012.
RESULTS OF OPERATIONS
Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010
Revenues for the year ended December 31, 2011 were $2,499.8, an increase of 26.0% as compared to 2010.
Revenues for each of our segments are set forth in the following table:
For the year ended December 31, 2011, consolidated revenues of $2,499.8 increased $515.6, or 26.0%, as a result of a higher level of new aircraft deliveries, a higher level of aftermarket activity associated with the retrofit of existing aircraft, and ongoing maintenance of the global fleet of aircraft. Commercial aircraft segment (“CAS”) 2011 revenues of $1,302.0 increased by $304.5, or 30.5%, as compared with 2010. Consumables management segment (“CMS”) 2011 revenues of $943.5 increased by $170.6, or 22.1%, as compared with 2010. Business jet segment (“BJS”) 2011 revenues of $254.3 increased by $40.5, or 18.9%. Organic revenue growth for 2011, excluding acquisitions completed in both 2011 and 2010, was approximately 16.5%.
Cost of sales for 2011 of $1,563.5 increased by $299.8, as compared with the prior year primarily due to the higher level of revenues. Cost of sales as a percentage of revenues was 62.5% in 2011 and decreased by 120 basis points as compared with 2010 primarily due to an improved mix of products sold, ongoing manufacturing efficiencies and global supply chain and program management initiatives.
Selling, general and administrative (“SG&A”) expenses for 2011 were $349.7, or 14.0% of revenues, as compared with $291.7, or 14.7% of revenues in 2010. The higher level of SG&A spending was primarily due to the TSI, Satair and LaSalle Electric Supply Company acquisitions ($34.7) and a $19.9 increase in compensation costs to support the aforementioned $515.6 increase in revenues, partially offset by lower acquisition, integration and transition related costs in 2011 ($5.3) as compared with 2010 ($9.2). SG&A expense as a percentage of sales 2011 decreased by 70 basis points as compared with 2010 primarily as a result of stringent cost controls and operating leverage inherent in our business.
Research, development and engineering expenses for 2011 were $158.6, or 6.3% of sales, as compared to $112.8, or 5.7%, of sales in 2010 and reflect the higher level of spending associated with customer specific engineering activities. 2011 research, development and engineering expenses include new product development activities and certification efforts related to a number of new products, including our modular lavatory system for the Boeing 737, light weight vacuum waste water management systems, trash compactors and LED lighting systems. The 60 basis point increase in research, development and engineering expenses as a percentage of sales is due primarily to the higher level of new product development activities in our commercial aircraft segment associated with our record $7.9 billion booked and unbooked backlog. During 2011, we applied for 145 U.S. and foreign patents as compared with 97 during 2010.
For the year ended December 31, 2011, operating earnings of $428.0 increased 35.4% as compared with the prior year. Operating margin in 2011 of 17.1% expanded 120 basis points as compared with 2010 as a result of the higher level of sales, improved mix of products sold, manufacturing efficiencies and global supply chain and program management initiatives.
The following is a summary of operating earnings performance by segment:
For the year ended December 31, 2011, CAS revenues of $1,302.0 increased 30.5% as compared with 2010. 2011 operating earnings were $216.0, an increase of 45.3% as compared with 2010. 2011 operating margin of 16.6% expanded by 170 basis points. The increase in 2011 operating earnings was primarily due to an improved revenue mix and ongoing operational efficiency initiatives.
CMS 2011 revenues of $943.5 increased 22.1% as compared with the prior year. CMS 2011 operating earnings were $183.1, an increase of 19.5% as compared with 2010. 2011 operating margin of 19.4% decreased by 40 basis points as compared with 2010 due to the margin drag from recent acquisitions. Operating margin, excluding acquisitions in both years, was approximately 20.8%, up 30 basis points as compared with 2010.
BJS 2011 revenues of $254.3 increased 18.9% and operating earnings of $28.9 increased $14.8, or 105.0%, as compared with 2010, primarily as a result of both the increase in revenues and an improved mix of revenues.
Interest expense in 2011 of $105.0 was $12.8, or 13.9% higher than 2010, as a result of the acquisitions completed in the fourth quarter of 2010.
2011 earnings before income taxes were $323.0, as compared to earnings before income taxes of $211.4 in 2010 for the reasons set forth above.
Income taxes during 2011 and 2010 were $95.2, or 29.5%, and $68.1, or 32.2% of earnings before income taxes, respectively. Our effective tax rate in 2011 decreased as compared with 2010 primarily due to the reversal of amounts previously reserved for tax uncertainties and a favorable mix of foreign versus U.S. earnings.
2011 net earnings and net earnings per diluted share were $227.8 and $2.24, respectively, as compared to 2010 net earnings and net earnings per diluted share of $143.3 and $1.42, respectively, for the reasons described above.
Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
Revenues for the year ended December 31, 2010 were $1,984.2, an increase of 2.4% as compared to 2009.
Revenues for each of our segments are set forth in the following table:
CAS 2010 revenues of $997.5 increased 9.5% as compared with 2009, primarily a result of an improved revenue mix, including a double digit increase in spares revenues. CMS 2010 revenues declined by $25.2, or 3.2% as compared with 2009, primarily as a result of a 14.1% decrease in new business jet deliveries, deferred maintenance and inventory destocking by the airlines, and in particular, lower revenues in the first quarter of 2010 as compared with the first quarter of 2009. BJS 2010 revenues of $213.8 decreased by $14.5, or 6.4%, primarily as a result of timing of super first class retrofit programs and lower levels of business jet deliveries in 2010.
Cost of sales for 2010 of $1,263.7 decreased by $4.8, compared with $1,268.5 cost of sales in the prior year primarily due to an improved product mix, including a double digit increase in spares revenues, global sourcing initiatives of approximately $24.0 and ongoing operational efficiency initiatives of approximately $7.0. Cost of sales as a percentage of revenues was 63.7% in 2010 and 65.5% in 2009.
SG&A expenses for 2010 were $291.7, or 14.7% of revenues, as compared with $270.5, or 14.0% of revenues in 2009. SG&A expense increased in 2010 as compared with 2009 primarily as a result of $9.2 of acquisition and severance related costs and a $13.9 increase in commission expense.
Research, development and engineering expenses for 2010 were $112.8, or 5.7% of sales, as compared to $102.6, or 5.3% of sales in 2009, and reflect the higher level of spending associated with customer-specific engineering activities. 2010 research, development and engineering expenses include new product development activities and certification efforts related to a number of new products including, among others, our new Pinnacle® platform seating product, our new light weight vacuum waste water management systems, trash compactors, and LED lighting systems. The 40 basis point increase in research, development and engineering expenses as a percentage of sales is due primarily to the higher level of new product development activities in our commercial aircraft segment. During 2010, we applied for 97 U.S. and foreign patents as compared with 108 during 2009.
Operating earnings were $316.0 in 2010, compared with operating earnings of $296.1 in 2009. Operating margin in 2010 of 15.9% expanded 60 basis points.
The following is a summary of operating earnings performance by segment:
For the year ended December 31, 2010, CAS revenues of $997.5 increased 9.5% as compared with 2009. 2010 operating earnings and operating margin were $148.7 and 14.9%, respectively, and increased by $27.7, or 22.9%, as compared with 2009. The increase in 2010 operating earnings was primarily due to the higher sales level, an improved mix of products, including a double digit increase in spares revenue and global sourcing initiatives of approximately $18.0. CAS 2010 operating results include $4.8 of acquisition and severance related costs. The TSI acquisition was completed on October 26, 2010.
CMS 2010 revenues of $772.9 declined 3.2% as compared with the prior year, primarily as a result of a 14.1% decrease in new business jet deliveries, deferred maintenance and inventory destocking by the airlines, and in particular, lower revenues in the first quarter of 2010 as compared with the first quarter of 2009. CMS operating earnings and operating margin of $153.2 and 19.8%, respectively, increased by 1.5% and 90 basis points, respectively, as compared with 2009. CMS 2010 operating results include $4.4 of acquisition and severance related costs. The Satair acquisition was completed on October 27, 2010.
BJS 2010 revenues of $213.8 decreased 6.4% and operating earnings of $14.1 decreased $10.0, or 41.5% as compared with 2009, primarily as a result of lower revenues and an unfavorable revenue mix in the current year period.
During 2010 we issued $650.0 of 6 7/8% senior unsecured notes (the “6.875% Notes”) and used the proceeds, together with cash on hand, to acquire TSI and Satair for approximately $472.0. Following these acquisitions, we prepaid the remaining balance of our existing bank term loan of approximately $343.0 and replaced our existing revolving credit facility with a new $750.0 revolving credit facility due 2015 (the “Revolving Credit Facility”). The Revolving Credit Facility bears interest at LIBOR (as defined) plus 250 basis points, which is 295 basis points lower than the former bank credit facility. We incurred $12.4 of debt prepayment costs during 2010 as compared with $3.1 in 2009. Net interest expense for 2010 of $92.2 was $3.8 higher than the net interest expense in 2009, primarily due to the increase in long-term debt associated with the financing and acquisitions discussed above.
2010 earnings before income taxes were $211.4, as compared to earnings before income taxes of $204.6 in 2009.
Income taxes during 2010 and 2009 were $68.1, or 32.2%, and $62.6, or 30.6%, of earnings before income taxes, respectively. Our effective tax rate in 2010 increased as compared with 2009 primarily due to various tax initiatives completed in 2009.
2010 net earnings and net earnings per diluted share were $143.3 and $1.42, respectively, as compared to 2009 net earnings and net earnings per diluted share of $142.0 and $1.43, respectively, for the reasons described above.
Consolidated pro forma revenues, net earnings, and diluted net earnings per share giving effect to the TSI and Satair acquisitions as if they had occurred on January 1, 2009 were $2,171.9, $147.2 and $1.46, and $2,182.2, $142.2 and $1.43, for the years ended December 30, 2010 and 2009, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
As of December 31, 2011, our net debt-to-net-capital ratio was 33.5%. Net debt was $942.0, which represented total debt of $1,245.5 less cash and cash equivalents of $303.5. At December 31, 2011, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $2,814.6. As of December 31, 2011, long-term debt primarily consisted of $644.7 of our 6.875% Notes (net of original issue discount) due 2020 (the “6.875% Notes”) and $600.0 aggregate principal amount of our 8.5% Senior Unsecured Notes due 2018 (the “8.5% Notes”). At December 31, 2011, there were no amounts outstanding under the Revolving Credit Facility. Cash on hand at December 31, 2011 increased by $224.8 as compared with cash on hand at December 31, 2010 primarily as a result of cash flows from operating activities of $316.9 less capital expenditures of $76.0 and net expenditures for acquisitions of $41.2 (net of proceeds from the sale of two non core businesses of $19.2). Our liquidity requirements consist of working capital needs, ongoing capital expenditures and payments of interest and principal on our indebtedness. Our primary requirements for working capital are directly related to the level of our operations.
Working capital as of December 31, 2011 was $1,604.9, an increase of $249.3 as compared with working capital at December 31, 2010. As of December 31, 2011, total current assets increased by $375.4 and total current liabilities increased by $126.1. The increase in current assets related to a $47.8 increase in accounts receivable, the $224.8 increase in cash as described above and an increase in inventories of $108.4 to support future revenue growth. The increase in total current liabilities was primarily due to an increase in accounts payable of $29.6 and an increase of $96.5 in accrued liabilities. Accounts payable were higher at December 31, 2011 primarily due to the increase in business activity. Accrued liabilities increased at December 31, 2011 as compared with December 31, 2010, primarily due to higher levels of accrued compensation expense ($10.9), deferred revenues ($49.4) and accrued warranties ($13.5).
Cash Flows
As of December 31, 2011, cash and cash equivalents were $303.5 as compared to $78.7 at December 31, 2010. Cash provided by operating activities was $316.9 for the year ended December 31, 2011 as compared to $295.8 for the year ended December 31, 2010. The primary sources of cash provided by operating activities during 2011 were net earnings of $227.8, adjusted by depreciation and amortization of $62.1, non-cash compensation of $26.0, and a deferred income tax provision of $58.4. The primary use of cash in operating activities during the year ended December 31, 2011 was related to a $116.3 net increase in inventories, a $49.4 increase in accounts receivable and $30.8 of tax benefits realized from the prior exercises of employee stock options. The primary sources of cash provided by operating activities during 2010 were net earnings of $143.3, adjusted by depreciation and amortization of $52.4, non-cash compensation of $30.6, debt prepayment costs of $12.4, and a deferred income tax provision of $45.3. The primary use of cash in operating activities during the year ended December 31, 2010 was related to a $35.7 net increase in inventories, a $34.2 increase in accounts receivable and $10.4 of tax benefits realized from the prior exercises of employee stock options.
The primary uses of cash in investing activities during the year ended December 31, 2011 was related to capital expenditures of $76.0 and net expenditures for acquisitions of $41.2 (net of proceeds from the sale of two non core businesses of $19.2). The primary uses of cash in investing activities during the year ended December 31, 2010 was related to the TSI and Satair acquisitions of $470.8 and capital expenditures of $68.9.
During 2010, we prepaid $418.9 of our term loan facility from proceeds from our 6.875% Notes, less funds expended on acquisitions, plus cash provided by operating activities.
Capital Spending
Our capital expenditures were $76.0 and $68.9 during the years ended December 31, 2011 and 2010, respectively. Taking into consideration our backlog, including $4.4 of awarded but unbooked backlog, targeted capacity utilization levels, recent capital expenditure investments, recent acquisitions and current industry conditions, we anticipate capital expenditures of approximately $125 during 2012. We have no material commitments for capital expenditures. We have, in the past, generally funded our capital expenditures from cash from operations and funds available to us under bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under our Revolving Credit Facility.
Between 1989 and 2009, we completed 29 acquisitions for an aggregate purchase price of approximately $2.2 billion. Following these acquisitions, we rationalized the businesses, reduced headcount by approximately 5,500 employees and eliminated 26 facilities. During October 2010 we acquired TSI and Satair for a net aggregate purchase price of approximately $469. We have financed our acquisitions primarily through issuances of debt and equity securities; the TSI and Satair acquisitions were funded with the proceeds from the 6.875% Notes. During 2011, we completed four smaller acquisitions to bolster key technologies and sold two non core businesses, resulting in a net investment of approximately $41. These transactions were financed with cash on hand.
Outstanding Debt and Other Financing Arrangements
Long-term debt at December 31, 2011 primarily consisted of $644.7 of our 6.875% Notes and $600.0 aggregate principal amount of our 8.5% Notes. At December 31, 2011, there were no amounts outstanding under our Revolving Credit Facility.
Our obligations under the Revolving Credit Facility are secured by liens on substantially all of our domestic assets, including a pledge of a portion of the capital stock of certain foreign subsidiaries owned directly. Amounts borrowed and outstanding under the Revolving Credit Facility will, in certain circumstances, be required to be prepaid with the proceeds from certain asset sales, subject to certain thresholds and reinvestment rights. Unless terminated earlier, the Revolving Credit Facility will mature on December 9, 2015.
The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined in the facility) that must be maintained at a level greater than 2.25 to 1. The Revolving Credit Facility also contains a total leverage ratio covenant (as defined in the facility) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined in the facility). The Revolving Credit Facility is collateralized by substantially all of our assets and contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends, and conditions precedent for borrowing. We were in compliance with all of the covenants, restrictions and conditions precedent in the Revolving Credit Facility as of December 31, 2011.
Contractual Obligations
The following chart reflects our contractual obligations and commercial commitments as of December 31, 2011. Commercial commitments include lines of credit, guarantees and other potential cash outflows resulting from a contingent event that requires performance by us or our subsidiaries pursuant to a funding commitment.
(1)
Our liability for unrecognized tax benefits of $19.2 at December 31, 2011 has been omitted from the above table because we cannot determine with certainty when this liability will be settled. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a material impact on our consolidated financial statements.
(2)
Occasionally, we enter into purchase commitments for production materials and other items, which are reflected in the table above. We also enter into unconditional purchase obligations with various vendors and suppliers of goods and services in the normal course of operations through purchase orders or other documentation or just with an invoice. Such obligations are generally outstanding for periods less than a year and are settled by cash payments upon delivery of goods and services and are not reflected in purchase obligations.
(3)
Interest payments include estimated interest payments due on the 6.875% Notes and the 8.5% Notes based on the stated rates of 6.875% and 8.5%, respectively. Actual interest payments on our obligations under the Revolving Credit Facility will fluctuate based on LIBOR or prime pursuant to the terms of the facility.
We believe that our cash flows, together with cash on hand and the availability under the Revolving Credit Facility, provide us with the ability to fund our operations, make planned capital expenditures and make scheduled debt service payments for at least the next twelve months. However, such cash flows are dependent upon our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors, including the conditions of our markets, some of which are beyond our control. If, in the future, we cannot generate sufficient cash from operations to meet our debt service obligations, we will need to refinance such debt obligations, obtain additional financing or sell assets. We cannot assure you that our business will generate cash from operations, or that we will be able to obtain financing from other sources, sufficient to satisfy our debt service or other requirements.
Off-Balance-Sheet Arrangements
Lease Arrangements
We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected in our consolidated balance sheet. Future minimum lease payments under these arrangements aggregated approximately $187.5 at December 31, 2011.
Indemnities, Commitments and Guarantees
During the normal course of business, we made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to our customers in connection with the delivery, design, manufacture and sale of our products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. We believe that many of our indemnities, commitments and guarantees provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to our accompanying consolidated financial statements.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below. For a detailed discussion on the application of these and other accounting policies, see Note 1 to our Consolidated Financial Statements.
Revenue Recognition
Product revenues are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, we recognize revenue upon delivery or customer acceptance, depending on the terms of the sales contract.
Service revenues primarily consist of engineering activities and are recorded when services are performed.
Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with ASC 605-35, Construction-Type and Production-Type Contracts, with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. We also use the units-of-delivery method to account for certain of its contracts. Under the units-of-delivery method, revenues are recognized based on the contract price of units delivered.
The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. We reevaluate our contract estimates periodically and reflect changes in estimates in the current period using the cumulative catch-up method. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable.
Accounts Receivable
We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current creditworthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. If the actual uncollected amounts significantly exceed the estimated allowance, our operating results would be significantly adversely affected. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past.
Inventories
We value our inventories at the lower of cost to purchase, using FIFO or weighted average cost method, or market. The inventory balance, which includes the cost of raw material, purchased parts, labor and production overhead costs, is recorded net of a reserve for excess, obsolete or unmarketable inventories. We regularly review inventory quantities on hand and record a reserve for excess and obsolete inventories based primarily on historical usage and on our estimated forecast of product demand and production requirements. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year. Demand for our products can fluctuate significantly. Our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventories. In the future, if our inventories are determined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination. Likewise, if our inventories are determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale.
Long-Lived Assets and Goodwill
Goodwill, identifiable intangible assets, net and property and equipment, net were $1,008.3, $389.8, and $208.3 and $994.5, $390.5 and $169.3 at December 31, 2011 and 2010, respectively. To conduct our global business operations and execute our strategy, we acquire tangible and intangible assets, which affect the amount of future period amortization expense and possible impairment expense that we may incur. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. In accordance with ASC 350, we assess potential impairment to goodwill of a reporting unit and to indefinite-lived intangible assets on an annual basis, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying amount. In accordance with ASC 360, Property, Plant, and Equipment, we assess potential impairment to long-lived assets (property and equipment and amortized intangible assets) when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Our judgment regarding the existence of impairment indicators and future cash flows related to intangible assets is based on operational performance of our acquired businesses, expected changes in the global economy, aerospace industry projections, discount rates and other judgmental factors. Future events could cause us to conclude that impairment indicators exist and that goodwill or other acquired tangible or intangible assets associated with our acquired businesses are impaired. Any resulting impairment loss could have an adverse impact on our results of operations. As of December 31, 2011 and 2010, management believes the estimated fair value of each of our reporting units with goodwill balances, our indefinite-lived intangible assets and of each of our long-lived assets were substantially in excess of their carrying values. There were no indicators of goodwill or intangible asset impairment at December 31, 2011 or 2010.
Accounting for Income Taxes
Significant management judgment is required in evaluating our tax positions and in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of $20.1 as of December 31, 2011, due to uncertainties related to our ability to utilize our deferred tax assets, primarily consisting of our foreign net operating losses. The valuation allowance is based on our estimates of taxable income by jurisdictions in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates, or we revise these estimates in future periods, we may need to adjust the valuation allowance which could materially impact our financial position and results of operations. The Company has not provided for any residual U.S. income taxes on approximately $370 of earnings from its foreign subsidiaries because such earnings are intended to be indefinitely reinvested. It is not practicable to determine the amount of U.S. income and foreign withholding tax payable in the event all such foreign earnings are repatriated. We have no current plans to repatriate cash or cash equivalents held by our foreign subsidiaries.
Effect of Inflation
Inflation has not had and is not expected to have a significant effect on our operations.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of risks, including foreign currency fluctuations and changes in interest rates affecting the cost of our variable-rate debt.
Foreign currency - We have direct operations in Europe that receive revenues from customers primarily in U.S. dollars and we purchase raw materials and component parts from foreign vendors primarily in British pounds or Euros. Accordingly, we are exposed to transaction gains and losses that could result from changes in foreign currency exchange rates relative to the U.S. dollar. Our largest foreign currency exposure results from activity in British pounds and Euros.
From time to time, we and our foreign subsidiaries may enter into foreign currency exchange contracts to manage risk on transactions conducted in foreign currencies. At December 31, 2011, we had no outstanding foreign currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.
Interest Rates - As of December 31, 2010, we paid off our adjustable rate debt. We do not engage in transactions intended to hedge our exposure to changes in interest rates.
As of December 31, 2011, we maintained a portfolio of securities consisting mainly of taxable, interest-bearing deposits with weighted average maturities of less than three months. If short-term interest rates were to increase or decrease by 10%, we estimate interest income would increase or decrease by less than $0.1.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this section is set forth beginning on page of this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of December 31, 2011, of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2011.
Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of BE Aerospace, Inc. and its subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on its assessment, management believes that, as of December 31, 2011, the Company’s internal control over financial reporting is effective.
The registered public accounting firm that audited the financial statements included in this annual report has issued an attestation report on the Company’s internal control over financial reporting.
By: /s/ Amin J. Khoury
By: /s/ Thomas P. McCaffrey
Amin J. Khoury
Thomas P. McCaffrey
Chairman and Chief Executive Officer
Senior Vice President and Chief Financial Officer
February 24, 2012
February 24, 2012
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
BE Aerospace, Inc.
Wellington, Florida
We have audited the internal control over financial reporting of BE Aerospace, Inc. and subsidiaries (the Company) as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2011, of the Company and our report dated February 24, 2012, expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Boca Raton, Florida
February 24, 2012
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth information regarding our directors and executive officers as of February 24, 2012. Officers of the Company are elected annually by the Board of Directors.
(1)
Member, Audit Committee
(2)
Member, Compensation Committee
(3)
Member, Nominating and Corporate Governance Committee
Director Classification
Our restated certificate of incorporation provides that the Board of Directors is to be divided into three classes, each nearly as equal in number as possible, so that each director (in certain circumstances after a transitional period) will serve for three years, with one class of directors being elected each year. The Board is currently comprised of two Class I Directors (Jim C. Cowart and Arthur E Wegner), two Class II Directors (Robert J. Khoury and Jonathan M. Schofield) and three Class III Directors (Amin J. Khoury, Charles L. Chadwell and Richard G. Hamermesh). The terms of the Class I, Class II and Class III Directors expire at the end of each respective three-year term and upon the election and qualification of successor directors at annual meetings of stockholders held at the end of each year. Our executive officers are elected annually by the Board of Directors following the annual meeting of stockholders and serve at the discretion of the Board of Directors.
Current Directors
Amin J. Khoury has been the Chairman of the Board of Directors since July 1987 when he co-founded the company. Effective December 31, 2005, Mr. Amin J. Khoury was appointed Chief Executive Officer. Mr. Amin J. Khoury also served as the company’s Chief Executive Officer until April 1, 1996. Since 1986, Mr. Amin J. Khoury has been a director of Synthes, Inc., the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants. Mr. Amin J. Khoury holds an Advanced Director Certification from the Corporate Directors Group. Mr. Amin J. Khoury is the brother of Robert J. Khoury.
Charles L. Chadwell has been a Director since January 2007. He was the Vice President and General Manager, Commercial Engine Operations for GE Aircraft Engines, from which he retired in 2002. After joining General Electric in 1965, he held a variety of management positions, including: Program Manager, CF6-80C program; Plant Manager, GE Aircraft Engines’ Wilmington, North Carolina plant; General Manager, GE Aircraft Engines’ Sourcing Operations; General Manager, Production Operations, GE Aircraft Engines’ Lynn, Massachusetts plant; Vice President, GE Aircraft Engines Human Resources; and Vice President and General Manager, Production and Procurement, GE Aircraft Engines. Mr. Chadwell currently serves on the Boards of Spirit AeroSystems Holdings Inc., Parkway Products Inc. and is Chairman of the Board of PaR Systems.
Jim C. Cowart has been a Director since November 1989. Since July 2009, Mr. Cowart has been Chairman of Central Fiber LLC, a privately held manufacturer of cellulose fiber products. From September 2005 through December 2010, Mr. Cowart was a Director of EAG Inc., a privately held company, a predecessor of which was a company listed on the London Stock Exchange, and which provides microanalytic laboratory services including surface analysis and materials characterization. Since September 2004, Mr. Cowart has been Chairman and Chief Executive Officer of Auriga Medical Products GmbH, a now dormant distributor of medical devices. He is a Principal of Cowart & Co. LLC and Auriga Partners, Inc., private capital firms that provide strategic planning, competitive analysis, financial relations and other services. From August 1999 to May 2001, he was Chairman of QualPro Corporation, an aerospace components manufacturing company. From January 1993 to November 1997, he was the Chairman and CEO of Aurora Electronics Inc. Previously, Mr. Cowart was a founding general partner of Capital Resource Partners, a private investment capital manager, and held various positions in investment banking and venture capital with Lehman Brothers, Shearson Venture Capital and Kidder, Peabody & Co.
Richard G. Hamermesh has been a Director since July 1987. Dr. Hamermesh has been a Professor of Management Practice at Harvard Business School since July 1, 2002. From 1987 to 2001, he was a co-founder and a Managing Partner of The Center for Executive Development, an executive education and development consulting firm. From 1976 to 1987, Dr. Hamermesh was a member of the faculty of Harvard Business School. He is also an active investor and entrepreneur, having participated as a principal, director and investor in the founding and early stages of more than 15 organizations.
Robert J. Khoury has been a Director since July 1987, when he co-founded the company. On December 31, 2005, Mr. Khoury retired from service as the Company’s President and Chief Executive Officer, a position he held since August 2000. From April 1996 through August 2000, he served as Vice Chairman. Mr. Khoury is a member of the Board of Directors of the Aerospace Industries Association. Mr. Khoury has his Professional Director Certification from the American College of Corporate Directors. Mr. Khoury is the brother of Amin J. Khoury.
Jonathan M. Schofield has been a Director since April 2001. From December 1992 through February 2000, Mr. Schofield served as Chairman of the Board and CEO of Airbus North America Holdings, a subsidiary of Airbus Industries, a manufacturer of large civil aircraft, and served as Chairman from February 2000 until his retirement in March 2001. From 1989 until he joined Airbus, Mr. Schofield was President of United Technologies International Corporation. Mr. Schofield is currently a member of the board of directors of Aero Sat, Inc., Nordam Group and TurboCombustor Technology, Inc., and is a trustee of LIFT Trust.
Arthur E. Wegner has been a Director since January 2007. Mr. Wegner retired in 2000 as Executive Vice President of Raytheon Company and Chairman of Raytheon Aircraft. He joined Raytheon Company in July 1993 as a Senior Vice President and was appointed Chairman and CEO of Raytheon’s Beech Aircraft Corporation. In September 1994, he was appointed Chairman and CEO of Raytheon Aircraft, which was formed by the merger of Raytheon subsidiaries, Beech Aircraft and Raytheon Corporate Jets. He became Chairman of Raytheon Aircraft in 2000. He was elected an Executive Vice President of Raytheon Company in March of 1995. Mr. Wegner came to Raytheon Company after 20 years with United Technologies Corporation (“UTC”), where he was Executive Vice President and President of UTC’s Aerospace and Defense Sector. Prior to that he was President of UTC’s Pratt and Whitney Division. Mr. Wegner is past Chairman of the Board of Directors of the General Aviation Manufacturers Association and the Aerospace Industries Association.
Executive Officers
Werner Lieberherr was appointed President and Chief Operating Officer of BE Aerospace, Inc. effective December 31, 2010. Prior to this role, Mr. Lieberherr was the Senior Vice President & General Manager for the Commercial Aircraft Segment, consisting of Seating, Interior Products and Structures & Integration Systems. Prior to joining BE Aerospace, Mr. Lieberherr spent 15 years with ABB and Alstom in the Energy Industry, serving in various senior management positions in Europe, Asia and as President of North America. Mr. Lieberherr holds a Master’s Degree in Business Administration from the Kellogg School of Management, Northwestern University and a Master's Degree in Operations Research and Industrial Engineering from the Swiss Federal Institute of Technology (ETH) in Zurich.
Thomas P. McCaffrey has been Senior Vice President and Chief Financial Officer since May 1993. From August 1989 through May 1993, Mr. McCaffrey was an Audit Director with Deloitte & Touche LLP, and from 1976 through 1989 served in several capacities, including Audit Partner, with Coleman & Grant LLP.
Sean Cromie has been Vice President & General Manager for the Commercial Aircraft Segment since January 2011. From November 2007 to December 2010 Mr. Cromie served as Vice President and Managing Director of the Seating Facility in Kilkeel, Northern Ireland and previously as Business Unit Director. Prior to joining our company Mr. Cromie spent 6 years in operational management roles with San Mina SCI and NACCO MHG. He also spent 7 years in various financial roles including Financial Controller with Kerry Group PLC.
Wayne R. Exton has been Vice President and General Manager, Business Jet Segment since May 2006. From November 2005 to April 2006, Mr. Exton served as Vice President and General Manager of the super first class division of the Business Jet Segment. Prior to joining our company, Mr. Exton spent nine years at the PLC (formerly Britax PLC) Britax Automotive and Aerospace Divisions of Britax PLC, serving in a variety of senior management positions including President, Vice President Operations and Director of Global Marketing and Sales. Before joining PLC, Mr. Exton held several senior management positions at Magneti Marelli (a division of Fiat), and Lucas Electrical.
Richard M. Sharpe has been Vice President and General Manager, Consumables Management Segment since March 2010. From May 2009 to March 2010, Mr. Sharpe served as Executive Vice President and Chief Operating Officer, Consumables Management Segment. Prior to joining our company, Mr. Sharpe spent 12 years with Alcoa Fastening Systems and its preceding companies, where he served in various senior management positions including Senior Vice President, Global Sales and Marketing. Before joining Alcoa, Mr. Sharpe served as a member of the U.S. Air Force for 15 years as an fighter pilot, Flight Commander, and Fighter Program Manager.
Ryan M. Patch has been Vice President - Law, General Counsel and Secretary since July 2009 and was previously Vice President - Law from December 2008 to July 2009. From 2005 to 2008, Mr. Patch was a shareholder and member of the Board of Directors of Jackson, DeMarco, Tidus & Peckenpaugh LLP in Irvine, California. Prior to that, Mr. Patch was a partner in a boutique California law firm since 1992. Mr. Patch is Authorized House Counsel in the State of Florida and has been admitted to practice before the State Bar of California, the U.S. District Court Central District of California, the U.S. District Court Southern District of California, and the U.S. District Court Northern District of California.
Stephen R. Swisher has been Vice President - Finance and Controller since August 1999. Mr. Swisher has been Controller since 1996 and served as Director, Finance from 1994 to 1996. Prior to 1994, Mr. Swisher held various management positions at Burger King Corporation and Deloitte & Touche LLP.
Eric J. Wesch has been Vice President - Finance and Treasurer since July 2011 and previously served as Corporate Treasurer from 2008 to 2011, Director, Treasury Services from 2005 to 2008, Manager, Treasury Services from 2003 to 2005, and Manager, Financial Planning & Analysis from 1997 to 2003. Before joining BE Aerospace, Mr. Wesch worked for Blockbuster Entertainment Group.
Audit Committee
We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. Messrs. Cowart, Hamermesh and Wegner currently serve as members of the Audit Committee. Under the current SEC rules and the rules of the NASDAQ, all of the members are independent. Our Board of Directors has determined that Mr. Cowart is an “audit committee financial expert” in accordance with current SEC rules. Mr. Cowart is also independent, as that term is used in Item 407 of Regulation S-K of the federal securities laws.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater-than-ten-percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge:
●
Gifts of our common stock to educational institutions made by Mr. Cowart in prior years were reported late on a Form 5, Annual Statement of Changes in Beneficial Ownership of Securities, which was filed during 2012. These educational gifts were made in three transactions and should have been reported earlier on two Forms 5.
●
During 2011, Mr. Cromie filed one Form 4, Statement of Changes in Beneficial Ownership, late, reporting a single open-market transaction in our common stock.
●
Except as set forth in the above statements, based solely on a review of the copies of reports furnished to us and, with respect to our officers and directors, written representations that no other reports were required, with respect to the year ended December 31, 2011, all other Section 16(a) filing requirements applicable to our officers, directors and greater-than-ten-percent beneficial owners were complied with.
In making the above statements, we have relied on the written representations of our directors and officers and copies of the reports that have been filed with the SEC.
Code of Ethics
We have adopted a code of ethics, or Code of Business Conduct, to comply with the rules of the SEC and NASDAQ. The Code of Business Conduct applies to our directors, officers and employees worldwide, including our principal executive officer, principal financial officer, controller, treasurer and all other employees performing a similar function. We maintain a copy of our Code of Business Conduct, including any amendments thereto and any waivers applicable to any of our directors or officers, on our website at www.beaerospace.com.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information set forth under the caption "Executive Compensation" in the Proxy Statement is incorporated by reference herein. The Compensation Committee Report will be included in the Proxy Statement and is not incorporated herein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management" and “Equity Compensation Plan Information” in the Proxy Statement is incorporated by reference herein.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information set forth under the caption "Certain Relationships and Related Transactions" in the Proxy Statement is incorporated by reference herein.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information set forth under the caption “Principal Accountant Fees and Services” in the Proxy Statement is incorporated by reference herein.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of report on Form 10-K
1. Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, December 31, 2011 and December 31, 2010
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended December 31, 2011, 2010, and 2009
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2011, 2010, and 2009
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010, and 2009
Notes to Consolidated Financial Statements for the Years Ended December 31, 2011, 2010, and 2009
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
All other consolidated financial statement schedules are omitted because such schedules are not required or the information required has been presented in the aforementioned consolidated financial statements.
3. Exhibits - The exhibits listed in the following "Index to Exhibits" are filed with this Form 10-K or incorporated by reference as set forth below.
(b)
The exhibits listed in the "Index to Exhibits" below are filed with this Form 10-K or incorporated by reference as set forth below.
(c)
Additional Financial Statement Schedules - None.
INDEX TO EXHIBITS
Exhibit
Number
Description
Exhibit 3
Articles of Incorporation and By-Laws
3.1
Amended and Restated Certificate of Incorporation (1)
3.2
Certificate of Amendment of the Restated Certificate of Incorporation (2)
3.3
Certificate of Amendment of the Restated Certificate of Incorporation (3)
3.4
Certificate of Amendment of the Restated Certificate of Incorporation (8)
3.5
Amended and Restated By-Laws (9)
3.6
Certificate of Amendment of the Restated Certificate of Incorporation (10)
Exhibit 4
Instruments Defining the Rights of Security Holders, including debentures
4.1
Specimen Common Stock Certificate (1)
4.2
Indenture, dated as of July 1, 2008, between the Registrant and Wilmington Trust Company, as Trustee (15)
4.3
First Supplemental Indenture, dated as of July 1, 2008, between the Registrant and Wilmington Trust Company, as Trustee (15)
4.4
Second Supplemental Indenture, dated as of September 16, 2010, between the Registrant and Wilmington Trust Company, as Trustee (20)
Exhibit 10(i)
Material Contracts
10.1
Stock and Asset Purchase Agreement, dated June 9, 2008, between the Registrant and Honeywell International Inc. (14)
10.2
Supply Agreement, dated as of July 28, 2008, between the Registrant and Honeywell International Inc. (16)
10.3
License Agreement, dated as of July 28, 2008, between the Registrant and Honeywell International Inc. (16)
10.4
Stockholders Agreement, dated as of July 28, 2008, among the Registrant and Honeywell International Inc., Honeywell UK Limited, Honeywell Holding France SAS and Honeywell Deutschland GmbH (16)
10.5
Credit Agreement, dated as of July 28, 2008, among the Registrant, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, UBS Securities LLC and Credit Suisse Securities(USA) LLC, as Syndication Agents, The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation Agents, and certain lenders party thereto (16)
10.6
Amended and Restated Credit Agreement, dated as of December 9, 2010, between the Registrant, as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent, UBS Securities LLC and Credit Suisse Securities (USA) LLC, as Syndication Agents, The Royal Bank of Scotland plc, SunTrust Bank and Wells Fargo Bank, N.A., as Documentation Agents. (21)
Exhibit 10(iii)
Management Contracts and Executive Compensation Plans, Contracts and Arrangements
10.7
Amended and Restated Employment Agreement for Amin J. Khoury dated as of December 31, 2008 (17)
10.8
Amended and Restated Employment Agreement for Thomas P. McCaffrey dated as of December 31, 2008 (17)
10.9
Amended and Restated Employment Agreement for Werner Lieberherr dated as of February 23, 2011 (23)
10.10
Amended and Restated Employment Agreement for Wayne R. Exton dated as of December 9, 2008 (17)
10.11
Employment Agreement dated as of January 1, 2009 between the Registrant and Robert A. Marchetti (17)
10.12
First Amendment dated as of June 24, 2011 to the Employment Agreement dated as of January 1, 2009 between the Registrant and Robert A. Marchetti*
10.13
Amended and Restated Employment Agreement for Stephen R. Swisher dated December 9, 2008 (17)
10.14
Retirement Agreement dated as of November 19, 2008 between the Registrant and Edmund J. Moriarty (17)
10.15
Retirement Agreement dated as of December 31, 2005 between the Registrant and Robert J. Khoury (12)
10.16
Consulting Agreement dated as of December 31, 2011 between the Registrant and Robert J. Khoury*
10.17
United Kingdom 1992 Employee Share Option Scheme (2)
10.18
1996 Stock Option Plan (6)
10.19
Amendment No. 1 to the 1996 Stock Option Plan (4)
10.20
Amendment No. 2 to the 1996 Stock Option Plan (5)
10.21
2001 Stock Option Plan (7)
10.22
2005 Long-Term Incentive Plan (18)
10.23
2007 Standard Form of Restricted Stock Award Agreement (13)
10.24
2007 Form of Restricted Stock Award Agreement for Robert A. Marchetti (13)
10.25
2007 Form of Restricted Stock Award Agreement for Amin J. Khoury (13)
10.26
2007 Form of Restricted Stock Award Agreement for Thomas P. McCaffrey (13)
10.27
Restricted Stock Award Agreement, between Registrant and Robert A. Marchetti, dated August 5, 2008 (16)
10.28
2008 Form of Performance-Based Restricted Stock Unit Award Agreement (16)
10.29
2008 Form of Performance-Based Restricted Stock Award Agreement (16)
10.30
2008 Form of Performance-Based Restricted Stock Award Agreement (Amin J. Khoury) (16)
10.31
2008 Form of Performance-Based Restricted Stock Award Agreement (Thomas P. McCaffrey) (16)
10.32
2008 Form of Performance-Based Restricted Stock Unit Agreement (Thomas P. McCaffrey) (16)
10.33
Amended and Restated 1994 Employee Stock Purchase Plan (11)
10.34
Amendment to the 1994 Employee Stock Purchase Plan (17)
10.35
Amended and Restated Employment Agreement dated August 1, 2011 between the Registrant and Ryan M. Patch (25)
10.36
November 2009 Standard Form of Restricted Stock Award Agreement (19)
10.37
November 2009 Standard Form of Restricted Stock Unit Award Agreement (19)
10.38
November 2009 Form of Restricted Stock Award Agreement for Amin J. Khoury (19)
10.39
November 2009 Form of Restricted Stock Award Agreement (Thomas P. McCaffrey) (19)
10.40
November 2009 Form of Restricted Stock Unit Award Agreement (Thomas P. McCaffrey) (19)
10.41
2010 Deferred Compensation Plan (Amended and Restated as of October 1, 2010) (22)
10.42
Employment Agreement dated February 23, 2011 between the Registrant and Sean Cromie (24)
10.43
Employment Agreement dated May 1, 2009 between the Registrant and Richard Sharpe (24)
10.44
BE Aerospace, Inc. Senior Executive Management Incentive Plan - FY 2011 (24)
10.45
BE Aerospace, Inc. Corporate Executive Incentive Plan 90% - FY 2011 (24)
10.46 BE Aerospace, Inc. Non-Employee Directors Deferred Stock Plan (26)
Exhibit 21
Subsidiaries of the Registrant
21.1
Subsidiaries*
Exhibit 23
Consents of Experts and Counsel
23.1
Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP*
Exhibit 31
Rule 13a-14(a)/15d-14(a) Certifications
31.1
Certification of Chief Executive Officer*
31.2
Certification of Chief Financial Officer*
Exhibit 32
Section 1350 Certifications
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350*
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350*
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
(1)
Incorporated by reference to the Company’s Registration Statement on Form S-1/A, as amended (No. 33-33689), filed with the Commission on April 18, 1990.
(2)
Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-54146), filed with the Commission on November 3, 1992.
(3)
Incorporated by reference to the Company’s Registration Statement on Form S-3/A (No. 333-60209), filed with the Commission on December 21, 1998.
(4)
Incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-89145), filed with the Commission on October 15, 1999.
(5)
Incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-30578), filed with the Commission on February 16, 2000.
(6)
Incorporated by reference to the Company's Registration Statement on Form S-8 (No. 333-14037), filed with the Commission on October 15, 1996.
(7)
Incorporated by reference to the Company's Registration Statement on Form S-8 (No. 333-71442), filed with the Commission on October 11, 2001.
(8)
Incorporated by reference to the Company’s Registration Statement on Form S-3/A (No. 333-112493), as amended, filed with the Commission on February 13, 2004.
(9)
Incorporated by reference to the Company’s Transition Report on Form 10-K for the ten-month transition period ended December 31, 2002, filed with the Commission March 26, 2003.
(10)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the Commission on August 7, 2006.
(11)
Incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-168528), filed with the Commission on August 4, 2010.
(12)
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Commission on March 15, 2006.
(13)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the Commission on May 9, 2007.
(14)
Incorporated by reference to the Company’s Current Report on Form 8-K dated June 9, 2008, filed with the Commission on June 11, 2008.
(15)
Incorporated by reference to the Company’s Current Report on Form 8-K dated June 26, 2008, filed with the Commission on July 1, 2008.
(16)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the Commission on November 7, 2008.
(17)
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Commission on February 26, 2009.
(18)
Incorporated by reference to the Company's Registration Statement on Form S-8 (No. 333-161028), filed with the Commission on August 4, 2009.
(19)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the Commission on November 5, 2009.
(20)
Incorporated by reference to the Company’s Current Report on Form 8-K dated September 13, 2010, filed with the Commission on September 16, 2010.
(21)
Incorporated by reference to the Company’s Current Report on Form 8-K dated December 9, 2010, filed with the Commission on December 10, 2010.
(22)
Incorporated by reference to the Company’s Registration Statement on Form S-8 (333-170494), filed with the Commission on November 9, 2010.
(23)
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on February 24, 2011.
(24)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the Commission on May 4, 2011.
(25)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the Commission on August 3, 2011.
(26) Incorporated by reference to the Company's Registration Statement on Form S-8 (333-49806), filed with the Commission on November 13, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 24, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Amin J. Khoury
Chairman and Chief Executive Officer
February 24, 2012
Amin J. Khoury
/s/ Thomas P. McCaffrey
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
February 24, 2012
Thomas P. McCaffrey
/s/ Charles L. Chadwell
Director
February 24, 2012
Charles L. Chadwell
/s/ Jim C. Cowart
Director
February 24, 2012
Jim C. Cowart
/s/ Richard G. Hamermesh
Director
February 24, 2012
Richard G. Hamermesh
/s/ Robert J. Khoury
Director
February 24, 2012
Robert J. Khoury
/s/ Jonathan M. Schofield
Director
February 24, 2012
Jonathan M. Schofield
/s/ Arthur E. Wegner
Director
February 24, 2012
Arthur E. Wegner
ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
BE Aerospace, Inc.
Wellington, Florida
We have audited the accompanying consolidated balance sheets of BE Aerospace, Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of earnings and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule listed in item 15(a)(2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of BE Aerospace, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2012 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Boca Raton, Florida
February 24, 2012
BE AEROSPACE, INC.
CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 2011 AND 2010
(In millions, except per share data)
See accompanying notes to consolidated financial statements.
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In millions, except per share data)
See accompanying notes to consolidated financial statements.
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In millions)
See accompanying notes to consolidated financial statements.
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In millions)
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In millions, except share and per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation - BE Aerospace, Inc. and its wholly owned subsidiaries (the “Company”) designs, manufactures, sells and services commercial aircraft and business jet cabin interior products consisting of a broad range of seating, interior systems, including structures for food and beverage storage and preparation equipment, and distributes aerospace fasteners and consumables. The Company’s principal customers are the operators of commercial and business jet aircraft, aircraft manufacturers and their suppliers. As a result, the Company’s business is directly dependent upon the conditions in the commercial airline, business jet and aircraft manufacturing industries. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.
Consolidation - The accompanying consolidated financial statements include the accounts of BE Aerospace, Inc. and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
Financial Statement Preparation - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.
Revenue Recognition - Sales of products are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, the Company recognizes revenue upon delivery or customer acceptance, depending on the terms of the sales contract.
Service revenues primarily consist of engineering activities and are recorded when services are performed.
Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Construction-Type and Production-Type Contracts (“ASC 605-35”), with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. The Company uses the units-of-delivery method to account for certain contracts, principally with the Boeing Company and Airbus Industries. Under the units-of delivery method, revenues are recognized based on the contract price of units delivered.
The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management’s judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. The Company reevaluates its contract estimates periodically and reflects changes in estimates in the current period using the cumulative catch-up method. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. For the years ended December 31, 2011, 2010 and 2009, approximately 15%, 14% and 16% of our revenues, respectively, were derived from contracts accounted for using percentage of completion accounting. Net costs and estimated earnings in excess of billings on uncompleted contracts were $72.2 and $63.3 at December 31, 2011 and 2010, respectively. Excess over average costs on long term contracts accounted for using the units of production method of accounting were $87.1 and $69.4 at December 31, 2011 and 2010, respectively. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable.
Income Taxes - The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company records uncertain tax positions within income tax expense and classifies interest and penalties related to income tax as income tax expense.
Cash Equivalents - The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable - The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at December 31, 2011 and 2010 was $8.2 and $7.4, respectively.
Inventories - The Company values inventories at the lower of cost or market, using FIFO or weighted average cost method. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, as well as an estimated forecast of product demand and production requirements. Demand for the Company’s products can fluctuate significantly. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year.
Property and Equipment- Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to fifty years (or the lesser of the term of the lease for leasehold improvements, as appropriate).
Debt Issuance Costs - Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt. Unamortized debt issue costs are written off at the time of prepayment.
Goodwill and Intangible Assets - Under FASB ASC 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. Patents and other intangible assets are amortized using the straight-line method over periods ranging from five to thirty-four years.
The Company has eight reporting units, which were determined based on materiality and on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35. Each reporting unit represents either (a) an operating segment (which is also a reportable segment) or (b) a component of an operating segment, which constitutes a business, for which there is discrete financial information available that is regularly reviewed by segment management.
On at least an annual basis, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of reporting units. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of reporting units for goodwill impairment testing are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The sum of the fair values of the reporting units are evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (calendar year-end), plus an estimated control premium plus the fair value of the Company’s debt obligations. As of December 31, 2011 and 2010, management believes the estimated fair value of each of the Company’s reporting units with goodwill balances was substantially in excess of its carrying value.
Indefinite-lived intangible assets are tested at least annually for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. As of December 31, 2011, the Company’s annual impairment testing yielded no impairments of indefinite-lived intangible assets.
Long-Lived Assets - The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset's carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no impairments of long lived assets in 2011, 2010, and 2009.
Product Warranty Costs - Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various relevant factors, including the Company's stated warranty policies and practices, the historical frequency of claims and the cost to replace or repair its products under warranty. Estimated warranty costs are embedded in the accrued liabilities balances on the consolidated balance sheet. The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:
Accounting for Stock-Based Compensation - The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, Compensation - Stock Compensation (“ASC 718”), whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period.
Compensation cost recognized during the three years ended December 31, 2011 related to grants of restricted stock and restricted stock units. No compensation cost related to stock options was recognized during those periods as no options were granted during the three year period ended December 31, 2011 and all options were vested as of December 31, 2006.
The Company has established a qualified Employee Stock Purchase Plan. The Plan allows qualified employees (as defined in the plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price for each semi-annual stock purchase period. The fair value of employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. The value of the rights granted during the years ended December 31, 2011, 2010 and 2009 was $0.7, $0.5 and $0.6, respectively.
Treasury Stock - The Company may periodically repurchase shares of its common stock from employees for the satisfaction of their individual payroll tax withholding upon vesting of restricted stock and restricted stock units in connection with the Company’s Long Term Incentive Plan. The Company’s repurchases of common stock are recorded at the average cost of the common stock and are presented as a reduction of additional paid-in-capital. The Company repurchased 161,297, 197,343 and 94,388 shares of its common stock for $6.0, $6.7 and $1.7, respectively, during the years ended December 31, 2011, 2010 and 2009 respectively.
Research and Development - Research and development expenditures are expensed as incurred.
Foreign Currency Translation - The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income, and those resulting from translation of financial statements are accumulated as a separate component of stockholders’ equity. The Company's European subsidiaries utilize the British pound or the Euro as their local functional currency.
Concentration of Risk - The Company’s products and services are primarily concentrated within the aerospace industry with customers consisting primarily of commercial airlines, a wide variety of business jet customers and commercial aircraft manufacturers. In addition to the overall business risks associated with the Company’s concentration within the airline and aerospace industries, the Company is exposed to a concentration of collection risk on credit extended to commercial airlines and commercial aircraft manufacturers. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management's expectations and the provisions established.
Significant customers change from year to year depending on the level of refurbishment activity and/or the level of new aircraft purchases by such customers. During the years ended December 31, 2011, 2010 and 2009, no single customer accounted for more than 10% of the Company’s consolidated net sales.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04), which amends FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. These amendments, effective for the interim and annual periods beginning on or after December 15, 2011 (early adoption is prohibited), result in common definition of fair value and common requirements for measurement of and disclosure requirements between U.S. GAAP and IFRS. Consequently, the amendments change some fair value measurement principles and disclosure requirements. The adoption of ASU 2011-04 is not expected to have a material impact on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends FASB ASC 220, Comprehensive Income. This guidance, effective retrospectively for the interim and annual periods beginning on or after December 15, 2011 (early adoption is permitted), requires presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This guidance defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. The adoption of ASU 2011-05 and ASU 2011-12 are not expected to have a material impact on the Company’s consolidated financial statements.
In August 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If this is the case, companies will need to perform a more detailed two-step goodwill impairment test, which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for years beginning after December 15, 2011 (early adoption is permitted). The adoption of ASU 2011-08 will not have an impact on the Company’s consolidated financial statements.
2. BUSINESS COMBINATIONS
During 2011, the Company completed four insignificant acquisitions to bolster key technologies for an aggregate purchase price of approximately $60.4 (“2011 Acquisitions”). The Company has not yet completed its evaluation and allocation of the purchase prices for the 2011 Acquisitions. During 2011, the Company also sold two insignificant business for $19.2 which resulted in a $0.1 gain. During 2010, the Company completed two acquisitions for a net aggregate purchase price of approximately $469 (“2010 Acquisitions”).
The 2011 and 2010 Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2011 and 2010 Acquisitions have been reflected in the accompanying consolidated balance sheet as of December 31, 2011 and the results of operations for the 2011 and 2010 Acquisitions and the 2011 dispositions are included in (or excluded from) the accompanying consolidated statement of earnings from the respective dates of acquisition (or disposition).
TSI
On October 26, 2010, the Company acquired the TSI Group (“TSI”), a privately-held company, for a net purchase price of approximately $307 in cash. TSI designs, engineers and manufactures customized, fully integrated, thermal management and interconnect solutions that address complex power management requirements of a broad range of customers in the aerospace and defense industries. The Company completed its evaluation and allocation of the purchase price for the TSI acquisition during the period ended September 30, 2011 which resulted in a $17.9 increase in non-amortizing identifiable intangible assets and a $17.9 decrease in goodwill. The excess of the purchase price over the fair value of the identifiable net tangible assets acquired approximated $282.8 of which $72.6 has been allocated to identified intangible assets and $210.2 is included in goodwill.
Satair
On October 27, 2010, the Company acquired the aerospace fastener distribution business of Satair A/S (“Satair”), for approximately $162 in cash. Satair is a distributor of consumables to European and Asia Pacific aerospace manufacturers and their suppliers. The Company completed its evaluation and allocation of the purchase price for the Satair acquisition during the period ended September 30, 2011. The excess of the purchase price over the fair value of identifiable net tangible assets acquired approximated $92.8 of which $16.1 has been allocated to identified intangible assets and $76.7 is included in goodwill.
Approximately $70.4 of goodwill and other intangibles related to the 2011 and 2010 Acquisitions are expected to be deductible for tax purposes.
Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share giving effect to the 2010 Acquisitions as if they had occurred on January 1, 2009 were $2,171.9, $147.2 and $1.46, and $2,182.2, $142.2 and $1.43, for the years ended December 30, 2010 and 2009, respectively. Management has not disclosed pro forma information for the 2011 Acquisitions as these acquisitions were determined to be immaterial, both individually and in the aggregate.
3. INVENTORIES
Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. Work-in-process inventories include excess of over average costs on long term contracts and costs and estimated earnings in excess of billings on uncompleted contracts. Finished goods inventories primarily consist of aerospace fasteners. Inventories consist of the following:
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Depreciation expense was $37.1, $30.9 and $28.9 for the years ended December 31, 2011, 2010 and 2009, respectively.
5. GOODWILL AND INTANGIBLE ASSETS
The following sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions:
Amortization expense of intangible assets was $25.0, $21.5 and $20.6 for the years ended December 31, 2011, 2010 and 2009, respectively. Amortization expense associated with identified intangible assets as of December 31, 2011 is expected to be approximately $30 in each of the next five years. The future amortization amounts are estimates. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods, or other factors.
In accordance with ASC 350 goodwill is not amortized, but is subject to an annual impairment test. During the year ended December 31, 2011, the Company completed step one of the impairment test and fair value analysis for goodwill, and there were no impairment indicators present and no impairment loss was recorded during the year ended December 31, 2011 or December 31, 2010. The accumulated goodwill impairment loss was $369.3 as of December 31, 2011 and 2010.
The changes in the carrying amount of goodwill for the years ended December 31, 2011 and 2010 are as follows:
6. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
Other accrued liabilities include billings in excess of costs and estimated earnings of $37.9 and $25.4 at December 31, 2011 and 2010, respectively.
7. LONG-TERM DEBT
Long-term debt consists of the following:
As of December 31, 2011, long-term debt primarily consisted of $650.0 aggregate principal amount of our 6.875% Senior Unsecured Notes ($644.7 net of original issue discount) due 2020 and $600.0 aggregate principal amount of our 8.5% Senior Unsecured Notes due 2018.
In December 2010, the Company entered into a new $750.0 Revolving Credit Facility (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) (as defined) plus 225 basis points or Prime (as defined) plus 125 basis points. As of December 31, 2011, the rate under the Revolving Credit Facility was 2.7%. At December 31, 2011 and 2010 there were no amounts outstanding under the Revolving Credit Facility. Unless terminated earlier, the Revolving Credit Facility will mature on December 9, 2015.
Letters of credit outstanding under the Revolving Credit Facility Agreement aggregated $5.6 at December 31, 2011.
The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined in the Credit Agreement) that must be maintained at a level greater than 2.25 to 1. The Revolving Credit Facility Agreement also contains a total leverage ratio covenant (as defined in the Credit Agreement) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined in the Revolving Credit Facility Agreement). The Revolving Credit Facility Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends, and conditions precedent for borrowings, all of which were met as of December 31, 2011.
Maturities of long-term debt are as follows:
Interest expense amounted to $105.5 for the year ended December 31, 2011, $92.7 for the year ended December 31, 2010 and $88.8 for the year ended December 31, 2009.
8. COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS
Lease Commitments - The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the consolidated balance sheets. At December 31, 2011, future minimum lease payments under these arrangements approximated $187.5, of which $142.8 is related to long-term real estate leases.
Rent expense for the years ended December 31, 2011, 2010 and 2009 was $29.3, $26.9 and $26.9, respectively. Future payments under operating leases with terms greater than one year as of December 31, 2011 are as follows:
Litigation - The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on the Company's consolidated financial statements.
Indemnities, Commitments and Guarantees - During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company's customers in connection with the delivery, design, manufacture and sale of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Many of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.
Employment Agreements - The Company has employment and compensation agreements with three key officers of the Company. An agreement for one of the officers provides for the officer to earn a minimum of $1.2 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, as well as a retirement compensation payment equal to 1.5 times the base salary.
One other agreement provides for an officer to receive annual minimum compensation of $0.5 per year through a three-year period ending from any date after which it is measured, adjusted as determined by the Company’s Compensation Committee of the Board of Directors, and for the Company to make a retirement compensation payment equal to 20% of the officer’s then current year annual salary to a supplemental executive retirement plan (“SERP”) established by the Company.
One other agreement provides for an officer to receive annual minimum compensation of $0.5 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, and to receive a retirement compensation payment equal to 50% of the officer’s average three years' annual salary (as defined).
In addition, the Company has employment agreements with certain other key members of management expiring on various dates through the year 2014. The Company's employment agreements generally provide for certain protections in the event of a change of control. These protections generally include the payment of severance and related benefits under certain circumstances in the event of a change of control, and for the Company to reimburse such officers for the amount of any excise taxes associated with such benefits.
9. INCOME TAXES
The components of earnings before incomes taxes were:
Income tax expense consists of the following:
The difference between income tax expense and the amount computed by applying the statutory U.S. federal income tax rate (35%) to the pre-tax earnings consists of the following:
The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consist of the following:
The Company maintained a valuation allowance of $20.1 as of December 31, 2011 primarily related to foreign net operating losses.
As of December 31, 2011, the Company had state and foreign net operating loss carryforwards of approximately $63.7 and $62.4, respectively. The state net operating loss carryforwards begin to expire in 2012. As of December 31, 2011, the Company had federal and state research and development tax credit carryforwards of $38.2, which expire from 2012 to 2026.
The Company has not provided for any residual U.S. income taxes on the approximately $370.3 of earnings from its foreign subsidiaries because such earnings are intended to be indefinitely reinvested. It is not practicable to determine the amount of U.S. income and foreign withholding tax payable in the event all such foreign earnings are repatriated.
In 2011, the Company recognized cumulative tax deductions of $85.8 with the Company’s methodology for determining when these deductions are deemed realized under ASC 718, the Company assumes that it utilizes its net operating loss carryforwards to reduce its taxes payable rather than these deductions. Pursuant to ASC 718, these deductions are not deemed realized until they reduce taxes payable. During 2011, the Company recorded a credit to additional paid-in capital of $30.8 for the portion of these deductions that reduced our current year tax liability essentially realizing all of these tax deductions.
A reconciliation of the beginning and ending amounts of gross uncertain tax positions is presented below:
The difference between the gross uncertain tax position of $21.7 and the liability for unrecognized tax benefits of $19.2 is due to the netting of certain items when calculating the liability for unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, the Company does not expect the change to have a material impact on the Company’s consolidated financial statements.
The Company recently completed its U.S. federal income tax examination for year 2006 with immaterial adjustments, and with minor exceptions, the Company is currently open to audit by the tax authorities for the four tax years ending December 31, 2011. There are currently no material income tax audits in progress.
The Company classifies interest and penalties related to income tax as income tax expense. The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties was less than $1.0 as of December 31, 2011 and 2010.
10. EMPLOYEE RETIREMENT PLANS
The Company sponsors and contributes to a qualified, defined contribution savings and investment plan, covering substantially all U.S. employees. The BE Aerospace, Inc. Savings Plan was established pursuant to Section 401(k) of the Internal Revenue Code. Under the terms of this plan, covered employees may contribute up to 100% of their pay, limited to certain statutory maximum contributions for 2011. Participants are vested in matching contributions immediately and the matching percentage is 100% of the first 3% of employee contributions and 50% on the next 2% of employee contributions. Total expense for the plan was $8.5, $6.7 and $6.8 for the years ended December 31, 2011, 2010 and 2009, respectively. In addition, the Company contributes to the BE Aerospace, Inc. Hourly Tax-Sheltered Retirement Plan. This plan was established pursuant to Section 401(k) of the Internal Revenue Code and covers certain U.S. union employees. Total expense for the plan was $0.3, $0.2 and $0.2 for the calendar years ended December 31, 2011, 2010 and 2009, respectively. The Company also sponsors and contributes to a SERP for certain other employees. The BE Aerospace, Inc. Deferred Compensation Plan was established pursuant to Section 409A of the Internal Revenue Code. The SERP is an unfunded plan maintained for the purpose of providing deferred compensation for certain employees. This plan allows certain employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred. The company is cash matching contributions and earnings on deferrals. Deferred compensation expense was $1.1, $0 and $0 in 2011, 2010 and 2009, respectively. The Company and its subsidiaries participate in government-sponsored programs in certain European countries. The Company funds these plans based on legal requirements, tax considerations, local practices and investment opportunities.
11. STOCKHOLDERS' EQUITY
Earnings Per Share - Basic net earnings per common share is computed using the weighted average of common shares outstanding during the year. Diluted net earnings per common share reflects the potential dilution from assumed conversion of all dilutive securities such as stock options and unvested restricted stock using the treasury stock method. When the effects of the outstanding stock options are anti-dilutive, they are not included in the calculation of diluted earnings per common share. For the years ended December 31, 2011, 2010 and 2009, securities totaling approximately 0.5, 0.5, and 1.0 million shares, respectively, were excluded from the determination of diluted earnings per common share because the effect would have been anti-dilutive.
The following table sets forth the computation of basic and diluted net earnings per share for the years ended December 31, 2011, 2010 and 2009:
Long Term Incentive Plan - The Company has a Long Term Incentive Plan (“LTIP”) under which the Company’s Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity based or equity related awards.
During 2011, 2010 and 2009, the Company granted restricted stock and restricted stock units to certain members of the Company’s Board of Directors and management. Restricted stock and restricted stock unit grants vest over periods ranging from two to four years and are granted at the discretion of the Compensation Committee of the Board of Directors. Certain awards also vest upon attainment of performance goals. Compensation cost is recorded on a straight-line basis over the vesting term of the shares based on the grant date value using the closing trading price. Share based compensation of $25.1, $29.8 and $23.3 was recorded during 2011, 2010, and 2009 respectively. Unrecognized compensation cost related to these grants was $49.8, $50.9, and $54.1 at December 31, 2011, 2010, and 2009, respectively.
The following table summarizes shares of restricted stock that were granted, vested, forfeited and outstanding:
During the years ended December 31, 2011, and 2010 the Company did not grant restricted stock units. During the year ended December 31, 2011, 15,670 shares of restricted stock were forfeited related to restricted stock units. As of December 31, 2011, the weighted average remaining vesting period for these units was 0.95 years.
No stock options were granted during the three years ended December 31, 2011 and no related stock compensation was recognized as all options were fully vested as of December 31, 2006. Outstanding stock options at December 31, 2011, 2010 and 2009 totaled approximately 101,000, 128,000, and 158,000, all of which were exercisable. During the years ended December 31, 2011, 2010 and 2009, 26,568, 28,319 and 19,472 stock options were exercised with an aggregate intrinsic value of $0.9, $0.6 and $0.2, respectively, determined as of the date of option exercise. The aggregate intrinsic value of outstanding options as of December 31, 2011 was $3.1.
12. EMPLOYEE STOCK PURCHASE PLAN
The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price at the end of each semi-annual stock purchase period. The Company issued approximately 114,000, 119,000 and 213,000 shares of common stock during the years ended December 31, 2011, 2010 and 2009, respectively, pursuant to this plan at a weighted average price per share of $33.76, $25.59, and $14.95, respectively.
13. SEGMENT REPORTING
The Company is organized based on the products and services it offers. The Company’s reportable segments, which are also its operating segments, are comprised of commercial aircraft, consumables management and business jet. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational decision-making group. This group is presently comprised of the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Senior Vice President and Chief Financial Officer. Each operating segment has separate management teams and infrastructures dedicated to providing a full range of products and services to their commercial, business jet, military, MRO, aircraft leasing and aircraft manufacturing customers. The Company has not included product line information due to the similarity of commercial aircraft segment (“CAS”) product offerings and the impracticality of determining such information for the consumables management segment (“CMS”).
The following table presents net revenues and other financial information by business segment:
(1) Operating earnings includes an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segments’ systems users, number of employees and sales, respectively.
(2) Corporate assets (including cash and cash equivalents) of $304.6, $123.8 and $144.6 at December 31, 2011, 2010 and 2009, respectively, have been allocated to the above segments based on each segment's respective percentage of total assets.
Geographic Information
The Company operated principally in three geographic areas, the United States, Europe (primarily the United Kingdom) and emerging markets, such as Asia, Pacific Rim, and the Middle East. There were no significant transfers between geographic areas during these periods.
The following table presents revenues and operating earnings based on the originating location for the years ended December 31, 2011, 2010 and 2009. Additionally, it presents all identifiable assets related to the operations in each geographic area as of December 31, 2011 and 2010:
Revenues by geographic area, based on destination, for the years ended December 31, 2011, 2010, and 2009 were as follows:
Export revenues from the United States to customers in foreign countries amounted to $617.7, $493.5 and $533.8 in the years ended December 31, 2011, 2010 and 2009, respectively.
14. FAIR VALUE INFORMATION
All financial instruments are carried at amounts that approximate estimated fair value. The fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Assets measured at fair value are categorized based upon the lowest level of significant input to the valuations.
Level 1 - quoted prices in active markets for identical assets and liabilities.
Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 - unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
The carrying amounts of cash and cash equivalents (which the Company classifies as Level 1 assets), accounts receivable-trade, and accounts payable represent their respective fair values due to their short term nature. There was no debt outstanding under the Revolving Credit Facility as of December 31, 2011 and 2010. The fair value of the Company’s Senior Unsecured Notes, based on market prices for publicly-traded debt (which the Company classifies as Level 1 inputs), was $1,367.1 and $1,328.1 as of December 31, 2011 and December 31, 2010, respectively.
The fair value information presented herein is based on pertinent information available to management at December 31, 2011 and 2010, respectively. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented herein.
15. SELECTED QUARTERLY DATA (Unaudited)
Summarized quarterly financial data for the years ended December 31, 2011 and December 31, 2010 are as follows:
(1)
Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.
16. SUBSEQUENT EVENTS
On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for approximately $400 in cash. Given the recent timing of the UFC acquisition, the Company has not yet completed the initial accounting and accordingly has not included all the required disclosures for business combinations in these financial statements.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In millions)