BRSI Ballistic Recovery Systems Inc (CE)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

þ		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2008

o		Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                      to                     

Commission File Number 0-15318

BALLISTIC RECOVERY SYSTEMS, INC.

(Exact name of issuer as specified in its charter)

Minnesota		41-1372079
(State or other jurisdiction of incorporation or		(IRS Employer Identification No.)
organization)
300 Airport Road, South St. Paul, Minnesota		55075-3541
(Address of Principal Executive Offices)		(Zip Code)

(651) 457-7491
(Issuer’s telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 11, 2008, there were 11,330,542 outstanding shares of common stock, par value $0.01 per share.

Transitional Small Business Disclosure Format (check one): Yes o No þ

 

 

TABLE OF CONTENTS

		Page
PART I Consolidated Condensed Financial Information
Item 1. Consolidated Condensed Financial Statements
Consolidated Condensed Balance Sheets as of June 30, 2008 (unaudited) and September 30, 2007 (unaudited)			3
Consolidated Condensed Statements of Operations for the three and nine months ended June 30, 2008 (unaudited)			5
Consolidated Condensed Statements of Cash Flow for the three and nine months ended June 30, 2008 (unaudited)			6
Notes to consolidated condensed financial statements			7
Item 2. Management’s Discussion and Analysis			13
Item 3A(T). Controls and Procedures			16
PART II Other Information
Item 1. Legal Proceedings			17
Item 3. Defaults Upon Senior Securities			17
Item 4. Submission of Matters to a Vote of Security Holders			17
Item 6. Exhibits			17
Signatures			18
Exhibit 31.1
Exhibit 32.1

Note Regarding Forward-Looking Statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in the Quarterly Report. This Quarterly Report contains statements that are not historical, but are forward-looking in nature, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. In particular, the “Management’s Discussion and Analysis” section in Part I, Item 2 of this quarterly report includes forward-looking statements that reflect our current views with respect to future events and financial performance. We use words such as “may,” “could,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “predict,” and similar expressions to identify forward-looking statements. A number of important factors could, individually or in aggregate, cause actual results to differ materially from those expressed or implied in any forward-looking statements. Such factors include, but are not limited to, risks are described under the section entitled “Risk Factors” in our Annual Report on Form 10-KSB filed on March 7, 2008.

Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Part I Financial Information —

Item 1. Consolidated Financial Statements

BALLISTIC RECOVERY SYSTEMS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

		June 30,				September 30,
		2008				2007
Assets
Current assets:
Cash and cash equivalents		$	108,738			$	914,523
Accounts receivable — net of allowance for doubtful accounts of $30,000 and $65,000, respectively			1,235,581				1,317,113
Inventories			2,463,235				1,788,266
Deferred tax asset — current portion			80,000				85,000
Note receivable			151,591				56,826
Prepaid expenses			860,077				286,130
Total current assets			4,899,222				4,447,858
Furniture, fixtures and leasehold improvements			1,752,295				1,308,235
Less accumulated depreciation and amortization			(755,772	)			(662,032	)
Furniture, fixtures and leasehold improvements — net			996,523				646,203
Other assets:
Patents, net of accumulated amortization of $13,720 and $11,814, respectively			50,476				600
Goodwill			173,772				—
Deferred tax asset — net of current portion			1,752,824				1,416,000
Long-term prepaid expenses							33,842
Covenants not to compete, net of accumulated amortization of $611,218 and $588,041, respectively			126,087				16,970
Total other assets			2,103,159				1,467,412
Total assets		$	7,998,904			$	6,561,473

See notes to consolidated condensed financial statements.

BALLISTIC RECOVERY SYSTEMS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

		June 30,				September 30,
		2008				2007
		(Unaudited)				(Unaudited)
Liabilities
Current liabilities:
Line of credit — bank		$	786,230			$	—
Accounts payable			1,581,265				776,251
Customer deposits			159,552				104,410
Accrued payroll			42,304				75,939
Other accrued liabilities			330,301				294,726
Total current liabilities			2,899,653				1,251,326
Long-term debt, less current portion			381,219				—
Total Liabilities			3,280,872				1,251,326
Shareholders’ equity:
Common stock ($.01 par value; 11,330,942 and 11,304,767 shares, respectively, issued and outstanding)			113,309				113,048
Additional paid-in capital			10,263,937				10,262,357
Accumulated deficit			(5,659,214	)			(5,065,258	)
Total shareholders’ equity			4,718,032				5,310,147
Total liabilities and shareholders’ equity		$	7,998,904			$	6,561,473

See notes to consolidated condensed financial statements.

BALLISTIC RECOVERY SYSTEMS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months ended June 30, 2008 and 2007
(Unaudited)

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
						Restated								Restated
Sales		$	3,219,963			$	2,606,081			$	8,135,062			$	6,900,215
Cost of sales			2,795,681				2,024,638				6,321,391				5,186,625
Gross profit			424,282				581,443				1,813,670				1,713,590
Selling, general and administrative			352,822				729,840				2,003,110				1,965,981
Research and development			194,810				170,455				570,515				402,470
Intangible amortization			16,592				2,213				31,987				16,039
Income (loss) from operations			(139,942	)			(321,065	)			(791,941	)			(670,900	)
Other income (expense):
Interest expense			(26,463	)			(5,847	)			(35,206	)			(35,440	)
Other income			(38,424	)			11,710				1,480				18,081
Income (loss) before income taxes			(204,829	)			(315,202	)			(825,667	)			(688,259	)
Income tax expense (benefit)			(72,741	)			(39,338	)			(297,612	)			(71,383	)
Net income (loss)		$	(132,088	)		$	(275,864	)		$	(528,055	)		$	(616,876	)
Basic and diluted earnings (loss) per share		$	(0.01	)		$	(0.03	)		$	(0.04	)		$	(0.06	)
Weighted average number of shares outstanding — basic and diluted			11,330,542				10,247,262				11,319,774				9,848,535
Dividends per share		$	0			$	0			$	0			$	0

BALLISTIC RECOVERY SYSTEMS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
For the Nine Months Ended June 30, 2008 and 2007
(Unaudited)

		Nine Months Ended,
		June 30,				June 30,
		2008				2007
						(Restated)
Cash flows from operating activity:
Net income (loss)		$	(528,055	)		$	(616,876	)
Adjustments to reconcile net income (loss) to net cash from operating activity:
Deferred income tax			(331,824	)			(71,383	)
Depreciation and amortization			109,522				113,366
Amortization of covenant not to compete			13,440				16,039
Common stock for services							13,875
(Increase) decrease in:
Accounts receivable			87,599				(619,803	)
Accounts receivable: Other			(44,937	)
Inventories			(169,433	)			633,276
Prepaid expenses			(573,949	)			(117,970	)
Increase (decrease) in:
Accounts payable			804,367				(235,872	)
Customer deposits			55,142				115,643
Accrued expenses			(94,484	)			10,256
Net cash from operating activities			(672,612	)			(759,449	)
Cash flows used in investing activities:
Capital expenditures			(197,909	)			(158,371	)
Strategic investments			(709,377	)			—
Other Investments			(82,358	)			—
Net cash from investing activities			(989,644	)			(158,371	)
Cash flows from financing activities:
Net proceeds from issuance of common stock, and options and warrants			2,790				3,880,325
Net proceeds from borrowings under line of credit — bank			786,230				(302,265	)
Net proceeds from equipment financing			85,466				—
Principal payments on long-term debt			(18,014	)			(1,049,091	)
Principal payments on covenant not to compete			—				(7,069	)
Net cash from financing activities			856,472				2,521,900
Increase (decrease) in cash and cash equivalents			(805,785	)			1,604,080
Cash and cash equivalents — beginning of period			914,523				53,722
Cash and cash equivalents — end of period		$	108,738			$	1,657,802
Cash paid for interest			16,086				40,938
Issuance of common stock for board of director fees for future periods included in prepaid expenses			—				41,625
Conversion of bonus accrued into common stock			—				55,300

BALLISTIC RECOVERY SYSTEMS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 2008 and 2007
(Unaudited)

A. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. While these statements include amounts derived from the audited consolidated statements at September 30, 2008, these financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

Operating results for the nine months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2008. These consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2007, previously filed with the Securities and Exchange Commission.

In the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented.

Principles of Consolidation

In September 2005, the Company formed its wholly-owned subsidiary, BRS de Mexico S.A. de C.V. The consolidated financial statements include the wholly-owned subsidiary.

On November 16, 2007, we acquired through our majority owned subsidiary, Advanced Tactical Fabrication Inc., or ATF, substantially all of the assets of Head Lites Corporation, or HLC, a Minnesota corporation which manufactures high visibility personal safety products. ATF, which is 90% owned by us and 10% by HLC, is based in South St. Paul and has production facilities in Pinebluff, North Carolina and Tijuana, Mexico (Tijuana). The consolidated financial statements include the ATF subsidiary.

ATF paid $648,400 in cash for the acquisition, in addition to the assumption of certain liabilities. In connection with the transaction, ATF entered into a five-year consulting agreement with HLC, whereby ATF will be required to make monthly payments to HLC totaling $50,000 in the first year and $42,000 each year thereafter. ATF also agreed to make monthly non-compete payments to the majority shareholder of HLC for a period of five years, with payments during the first year totaling approximately $36,000 and payments in each year thereafter totaling $24,000. Further, ATF will make five annual gross margin payments to HLC in amounts equal to 2.5% of ATF’s gross margin during each applicable fiscal year (subject to certain conditions).

We also agreed to loan up to $450,000 to ATF in consideration of certain secured promissory notes to be issued by ATF in our favor. The notes will have a three-year term and bear interest at a rate equal to the prime rate plus 1%. The notes require quarterly payments which were interest only for the first payment on January 1, 2008, and principal and accrued interest commencing April 1, 2008, with the final payment scheduled for July 1, 2010. See note L for discussion of a subsequent agreement.

On October 15, 2007 we established a parachute manufacturing facility in Pinebluff, North Carolina with the specific purpose of meeting “Berry Amendment” requirements for US content (related to defense related products).

All significant intercompany transactions and balances have been eliminated in consolidation.

B. Recently Issued Accounting Pronouncements

On July 13, 2006, Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, was issued. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The new FASB standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective for the Company in fiscal 2008. The Company adopted FIN 48 on October 1, 2007.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”). This statement establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements required by existing accounting pronouncements and does not require any new fair value measurements. SFAS No. 157 is effective for the Company in fiscal 2009. FASB Staff Position No. FAS 157-2 provides a deferral of SFAS No. 157 provisions for non-financial assets and liabilities until fiscal 2010. The Company has not determined the impact, if any, the adoption of this statement will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. SFAS No. 159 is effective for the Company in fiscal 2009. The Company is currently evaluating the impact of SFAS No. 159 on its consolidated financial statements.

On December 4, 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51” (“Statement 160”). Statement 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, Statement 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, Statement 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Statement 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning with the quarter ended December 31, 2008. Earlier adoption is prohibited.

On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), “Business Combinations” (“FAS 141(R)”). FAS 141(R) will significantly change the accounting for business combinations. Under Statement 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. FAS 141(R) will change the accounting treatment for certain specific items, including:

	•		Acquisition costs will be generally expensed as incurred;
	•		Noncontrolling interests (formerly known as “minority interests” will be valued at fair value at the acquisition date);
	•		Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;
	•		In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
	•		Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and
	•		Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

FAS 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year ended September 30, 2009. Earlier adoption is prohibited.

C. Customer Concentration

The Company had sales to one major customer, Cirrus Design Corporation (Cirrus), which represented 55.6% and 63.2% of the Company’s total sales for the three and nine months ended June 30, 2008, respectively. In the three and nine months ended June 30, 2007, Cirrus represented 71.2% and 75.1% of the Company’s total sales, respectively. Cirrus also accounted for 26% or $316,000 and 64% or $748,000 of accounts receivable at June 30, 2008 and 2007, respectively. The Company supplies parachute systems to Cirrus Design from the Company’s general aviation product line.

In its recreational aviation product line, the Company primarily distributes its products through dealers and distributors who in turn sell the products to the end consumer. The Company believes that in the event that any individual dealers or distributors cease to represent the Company’s products, alternative dealers or distributors can be established.

D. Intangibles

Patents are recorded at cost and are being amortized on a straight-line method over 17 years. The covenants not to compete are recorded at cost and are being amortized using the straight-line method over the terms of the agreement which range from two to fifteen years.

Components of intangible assets are as follows:

		June 30, 2008								September 30, 2007
		Gross Carrying				Accumulated				Gross Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Intangible assets subject to amortization:
Patents		$	64,195			$	13,720			$	12,414			$	11,814
Covenants not to compete		$	737,305			$	611,218			$	605,011			$	588,041

Amortization expense of intangible assets was $9,582 and $2,213 for the three months ended June 30, 2008 and 2007, respectively. Amortization for the nine months ended June 30, 2008 and 2007 was $25,083 and $16,233, respectively. Estimated amortization expense is $34,664, $37,589, $29,473 and $29,473 for the years ending September 30, 2008, 2009, 2010, and 2011, respectively.

E. Covenants not to Compete

On October 26, 1995 the Company entered into an agreement with the president and majority shareholder of Second Chantz Aerial Survival Equipment, Inc. (SCI), whereby SCI ceased all business activities, and SCI’s president and majority shareholder entered into a ten-year covenant not to compete with the Company. The payments required under this agreement contained a non-interest-bearing portion and a portion that bears interest at a rate below the Company’s incremental borrowing rate. Under generally accepted accounting principles the future payments were discounted at the Company’s incremental borrowing rate. The 4% ten-year note called for monthly payments of $4,036 through October 2005. This note has been paid in full.

On August 16, 2004, the Company extended the non-compete period by five additional years in exchange for the exercise of stock options held by SCI’s president under a stock subscription agreement backed by a promissory note. The note has a principal sum of $12,500 together with aggregate interest on the unpaid principal balance of $2,500. Payments under the note began July 1, 2005 and continued monthly with a final maturity date of October 1, 2005. The present value of the Company’s obligation under this agreement was recorded as an intangible asset, is being amortized over a total of fifteen years as shown in the accompanying financial statements.

On November 16, 2007, the Company entered into a non-compete agreement with one of the previous owners of Head Lites Corporation (HLC) as part of the Advanced Tactical Fabrication Inc. (ATF) purchase of HLC. The five year agreement was recorded at the present value of the Company’s obligation under this agreement, was recorded as an intangible asset, and is being amortized over a total of five-years as shown in the accompanying financial statements.

F. Other Financial Information

Inventories

The components of inventory consist of the following at June 30, 2008 and September 30, 2007:

		June 30,				September 30,
		2008				2007
Raw materials		$	1,203,544			$	1,179,076
Work in process			788,741				598,486
Finished goods			470,950				10,704
Total inventories		$	2,463,235			$	1,788,266

Furniture, Fixtures and Leasehold Improvements

Furniture, fixtures and leasehold improvements consisted of the following categories at June 30, 2008 and September 30, 2007:

		June 30,				September 30,
		2008				2007
Office furniture and equipment		$	840,517			$	411,823
Manufacturing equipment			628,595				613,229
Airplane			283,183				283,183
Total furniture, fixtures and leasehold improvements		$	1,752,295			$	1,308,235

Depreciation Expense

Depreciation expense totaled $31,285 and $39,365 for the three months ended June 30, 2008 and 2007, respectively. For the nine months ended June 30, 2008 and 2007 depreciation expense was 93,532 and 113,074 respectively.

Other Accrued Liabilities

Other accrued liabilities consisted of the following categories at June 30, 2008 and September 30, 2007:

		June 30,				September 30,
		2008				2007
Bonus and profit sharing plan accrual		$	192,399			$	147,413
Other miscellaneous accruals			137,902				147,313
Total other accrued liabilities		$	330,301			$	294,726

Related Parties — Consulting Agreements with Directors

Effective as of November 19, 2004, the Company entered into a Consulting Agreement with Mr. Boris Popov, a director of the Company, pursuant to which Mr. Popov would provide certain consulting services relating to the Company’s new product development. Pursuant to this agreement, the initial term of which was six months, Mr. Popov is required to provide a minimum of 64 hours of service per month for $3,200 per month and shall be paid an additional $50 per hour for each hour over the 64 hour minimum. On March 16, 2006 the Company extended this agreement for 24 additional months, and on April 25, 2008, the Company further extended the term of the agreement for an additional 12 months, through May 2009. Consulting expenses for Mr. Popov were $6,225 and $24,490 for the third quarter of fiscal year 2008, and the three quarters ended June 30, 2008, respectively. Mr. Popov received $27,333 for the year ended September 30, 2007.

G. Geographical Information

The Company has operations in South St. Paul, Minnesota, Pinebluff, North Carolina and Mexico. Information about the Company’s operations by geographical location are as follows for the quarter ended June 30, 2008 and the year ended September 30, 2007:

		United States				Mexico				Consolidated
As of June 30, 2008:
Total assets		$	7,065,906			$	932,998			$	7,998,904
Long-lived assets		$	1,412,996			$	339,299			$	1,752,295
Inventories		$	2,227,183			$	236,052			$	2,463,235

		United States				Mexico				Consolidated
As of September 30, 2007:
Total assets		$	5,743,770			$	817,703			$	6,561,473
Long-lived assets		$	973,320			$	334,915			$	1,308,235
Inventories		$	1,305,478			$	482,788			$	1,788,266

H. Line-of-Credit Borrowings

In August 2007, the Company entered into a new line-of-credit with a bank for up to $820,000 subject to a borrowing base requirement. The line calls for a variable interest rate (based on the prime lending rate), which was 7.75% at September 30, 2007. The line is collateralized by all of the Company’s assets and expires on April 30, 2008. The Company’s line-of-credit had a balance of $786,230 at June 30, 2008. Pursuant to the original loan agreement, the Company was past due and therefore the line-of-credit became callable. On August 1, 2008 the Company entered into a forbearance agreement, which provided for an extension of the maturity date to September 1, 2008 and that the bank would not take any legal action against the Company based on such default before September 1, 2008. Accordingly, the Company is in negotiation with lenders to establish new credit facilities to replace the line-of-credit additional working capital. See Subsequent Events under Paragraph L below for more information with respect to the forbearance agreement.

I. Commitments and Contingencies

McGrath

In April 2005, Sue Jean McGrath, individually and as successor in interest to Charles W. McGrath, deceased, Charles W. McGrath III, Tanya Sue McGrath, Janny Sue McGrath, individually v. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and Aerospace Systems and Technologies, Inc., U.S. District Court, Northern District of California, File No. C05-1542, was commenced. The plaintiffs have alleged vicarious liability, strict product liability, negligence and breach of warranty against the defendants arising from the crash of a Cirrus Design Corp. SR22 airplane near Sugar Bowl, California. On December 6, 2007, the court granted summary judgment to all defendants, including the Company. The plaintiffs have agreed not to pursue an appeal in exchange for our agreement not to seek recoverable costs.

Rayner

On September 16, 2005, an action was commenced against us by Robert Treat Rayner, in the Circuit Court of the 5th Judicial Circuit in and from Lake County Florida, File No. 04 CA 1749. The Complaint alleges that plaintiff was injured when his ultralight aircraft crashed while being towed by another ultralight. Plaintiff alleges that he deployed his BRS system, but that it failed to deploy properly. BRS is undertaking an investigation of the claim and has responded to the suit. The case is currently in discovery. At this time, we cannot state with any degree of certainty what the outcome of this matter will be or the amount or range of potential loss, if any. BRS believes that it has strong defenses to the suit and will vigorously defend against the claims.

Marion County, Indiana Actions

The Company has been named as a defendant in actions arising from the crash of a Cirrus SR-22 in Marion County, Indiana on August 28, 2006. The actions are: a) the Marion County Superior Court, County of Marion, State of Indiana, captioned Janet P. Adams vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., Avidyne Corporation, and Poolsiri Edesess, Personal Representative of the Estate of Dr. Robert Edessess ; b) the United States District Court for the Southern District of Indiana, captioned Jeremy Edessess vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and Avidyne Corporation and c) the United States District Court for the Southern District of Indiana, captioned Poolsiri Edessess vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and Avidyne Corporation . The Company has tendered the indemnity and defense of these matters to Cirrus pursuant to an agreement between the Company and Cirrus. The Company believes that it has strong defenses to these actions.

J. Dividend Payment

The Board of Directors may declare a special dividend. No dividend was declared or paid in the periods presented.

K. Acquisition

As noted above the Company acquired through its majority owned subsidiary, Advanced Tactical Fabrication Inc., or ATF, substantially all of the assets of Head Lites Corporation, or HLC, a Minnesota corporation which manufactures high visibility personal safety products. The Company made this acquisition to diversify its product offerings. According to the purchase agreement the Company has the right to offset the purchase price for unsaleable inventory, uncollectible accounts receivable, and if trade payable were underrepresented in the agreement. If the right to offset is invoked, the purchase accounting for transaction will be adjusted. The following unaudited pro forma consolidated condensed financial results of operations for the fiscal year 2007, and the three months ending June 30, 2008 are presented as if the acquisitions had been completed at the beginning of each period presented.

						Nine Months
		Year ended				Ended
		September 30, 2007				June 30, 2008
Pro forma revenues		$	11,860,000			$	10,925,000
Pro forma net (loss)			(20,666,000	)			(512,000	)
Pro forma basic earnings per share			(.20	)			(.05	)
Pro forma diluted earnings per shares		$	(.20	)		$	(.05	)

L. Subsequent Events

On July 18, 2008, the Company and HLC entered into a letter agreement relating to certain purchase price adjustments set forth in the November 16, 2007 Asset Purchase Agreement entered into between the parties. Under the terms of Asset Purchase Agreement, ATF was permitted to offset certain deficits in inventory, accounts receivable and accounts payable received from HLC against certain earn-out payment obligations of ATF and toward redemption of certain escrowed shares of ATF common stock held by HLC. In lieu of these negotiated adjustments, the letter agreement provided for (i) the redemption by ATF of 100 shares of ATF common stock held by HLC, such shares comprising 100% of HLC’s interest in ATF and resulting in ATF becoming a wholly owned subsidiary of the Company and (ii) the cancellation of earn-out payment obligations of ATF.

On August 1, 2008, the Company entered into a Forbearance Agreement with Anchor Bank Saint Paul, N.A. with respect to a Loan Agreement dated August 15, 2007 by and between the parties and a related Promissory Note dated August 15, 2007 in the original principal amount of $820,000 (the “Loan”). Pursuant to the Forbearance Agreement, Anchor Bank agreed to extend the maturity date of the Loan from April 30, 2008 to September 1, 2008 and to forbear from calling or taking any other action on the Loan based on the Company’s failure to pay the Loan by the original maturity date. In consideration thereof, the Company paid accrued interest to August 1, 2008 in the amount of $31,306 and agreed to increase the interest rate applicable to the Loan from 7.75% to 8.5%.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our selected consolidated financial data and our consolidated condensed financial statements and notes appearing elsewhere in this report.

Results of Operations:

Sales

Total BRS aviation sales increased $212,271, or 8.1%, from $2,606,081 for the three months ended June 30, 2007 to $2,818,352 for the three months ended June 30, 2008. Additionally, sales for Advanced Tactical Fabrication, which was acquired November 16, 2007, contributed $401,611 in sales for the period bringing the total company sales to $3,219,963, or a 23.6% increase over the same period in fiscal year 2007. On a year to date basis, total Company sales increased $1,234,847, or 17.9%, from $6,900,215 for the nine months ended June 30, 2007 to $8,135,062 for the nine months ended June 30, 2008; ATF accounted for $804,772 of sales increase in fiscal 2008.

Sales from the Company’s general aviation products, which consist primarily of sales to Cirrus, decreased $45,212, or -2.4% for the third quarter and increased $126,482, or 2.4% for the nine months ended June 30, 2008. Sales from the Company’s general aviation products, which includes Cirrus, accounted for 65.2% and 73.1% of total revenue for the three and nine months ended June 30, 2008, compared to 73.3% and 75.8% for the three and nine months ended June 30, 2007. Sales from the Company’s recreational and LSA products increased $339,069, or 54.6%, for the third quarter and increased $334,735, or 22.1% year to date. LSA and recreational sales accounted for 25.2% of the Company’s revenues for first three quarters of fiscal year 2008 versus 21.9% of the Company’s revenues for the first three quarters of the prior fiscal year. Sport unit sales were strong with 221 units sold in the first nine months of fiscal 2008 versus 186 for the same period in fiscal 2007. There were 13 Cessna unit sales in the first nine months of fiscal 2008 versus 3 for the same period in fiscal 2007. Other revenue, which consists of repairs, repacks, and shipping and packing charges, decreased by $(35,233), or -22.6%, from $156,100 for the nine months ended June 30, 2007 to $120,867 for the nine months ended June 30, 2008.

Sales of the Company’s general aviation products consist largely of sales to Cirrus where the Company’s products are standard equipment on the Cirrus SRV, SR20 and SR22 model aircraft. Cirrus accounted for 63.2% and 75.1% of total sales for the nine months ended June 30, 2008 and 2007, respectively. The Company delivered 523 and 504 units to Cirrus in the first three quarters of fiscal years 2008 and 2007, respectively. The Company believes that Cirrus has a backlog of aircraft orders, all of which are required to include the Company’s parachute systems. The Company understands that Cirrus expects to be able to fill the backlog of firm aircraft orders during the next 12 months. The Company is forecasting flat growth in its general aviation revenues in 2008. No assurance can be given that general aviation revenues will remain as anticipated. Until the Company becomes diversified in general aviation, future production volumes for the Company’s parachute systems will be dictated by ultimate market demands for Cirrus’ products. Accordingly, the Company is, and will likely be, dependent on Cirrus for a material portion of its revenues in fiscal year 2008. Any negative impact on Cirrus’ sales would have a significant negative impact on the Company’s revenues.

The Company anticipates being able to expand its general aviation and recreational product lines to include other certified and non-certified aircraft as the Company’s recovery systems gain further market acceptance. The Company is in ongoing discussions with domestic and foreign general aviation and recreational aircraft companies that have expressed interest in utilizing certain of the Company’s products. These companies produce both certified and non-certified aircraft. No assurance can be made as to the future benefits, if any, that the Company will derive from these discussions.

On October 8, 2007, the Company announced an agreement with Cessna Aircraft Company, a Textron Inc. (NYSE: TXT) company, for the Cessna service stations across the world to begin offering BRS whole-airframe parachute system installations and service for the 172 Skyhawk and 182 Skylane model aircraft. The Company also announced they will begin developing an STC for the parachutes to be installed on the Cessna 206.

We continue to explore opportunities to have our products be standard certified equipment or a factory installed option with several other general aviation manufacturers.

The Company has commenced the establishment of a repack center which will have the capacity to repack the parachute systems. Cirrus will be notifying its owners on a systematic basis of the need to have the parachute system repacked. The Company anticipates that it will be the exclusive provider of repacking services on Cirrus aircraft.

Gross Operating Margin

Gross operating margin as a percentage of revenues was 13.2% for the third quarter of fiscal year 2008 compared to 22.3% for the comparative quarter of fiscal year 2007. For the nine months ended June 30, 2008 and 2007 the gross margin was 22.3% and 24.8%, respectively. The Company has invested in the North Carolina manufacturing facility and its staff throughout the year and these costs have not been offset by significant revenues. The Company’s objective is to maintain or improve overall gross margins in the future. The Company continues to fully absorb the normal operational costs for the Mexican manufacturing facility as a cost of goods sold into inventory. We also had a significant increase from our primary Cirrus canopy vendor that negatively impacted the margin. We also leased new equipment for the start-up operation in North Carolina which will begin to produce sales in the third quarter of fiscal 2008.

Selling, General and Administrative

Selling, general and administrative (SG & A) costs as a percentage of sales were 11.0% or $353,000 for the third quarter of fiscal year 2008 as compared to 28.0%, or $730,000, for the third quarter of fiscal year 2007. This was inclusive of $79,108 of general and administrative start-up costs for our North Carolina production facility. During the third quarter, the Company has reduced its spending in salaries and wages as well as other outside costs, compared with the same period in 2007.

On a year to date basis SG & A expense increased $37,000 or 1.9% from $1,966,000 to $2,003,000. This increase was due to higher general and administrative expense in the first two quarters which was caused by higher than normal accounting and audit expense due to a restatement of fiscal 2007 and the departure of our CFO. Additionally, the Company has additional SG & A headcount as a result of the ATF acquisition.

Research and Development

Research and development (R&D) costs were 6.1% of sales ($194,000), and 6.5% of sales($170,000) for the third quarter of fiscal years 2008 and 2007, respectively. On a year to date basis, R & D increased $169,000 from $402,000 to $571,000. This increase is due to a headcount increase. Increases in engineering expenditures are planned for the future in the areas of new product development and in the expansion of currently developed products for additional applications, primarily the new increased capacity 3000 series system and the 5000 series system aimed at the single engine jet market.

The Company has undertaken research and development on potential new products and services including enhancements to current products. Such efforts may result in future offerings and model upgrades to existing products. The development efforts are funded through current operations and it is unclear what impact, if any, these will have on future sales or financial performance of the Company.

Acquisitions

As part of the overall growth strategy of the Company, it is management’s intent to seek out, evaluate and execute strategic acquisitions to grow the product base and integrate operations with the primary focus on cost savings and product diversification. Management cannot state at this point with any degree of certainty what the results of any pending acquisitions may be or the financial impact on Company operations.

Net (Loss) and (Loss) per Share

Income (loss) before income taxes as a percentage of revenues was (6.4%) and (12.1%) for the third quarter of fiscal years 2008 and 2007, respectively. On a fully diluted basis, after-tax net (loss) of $(132,089) for the third quarter of fiscal year 2008 was $(0.01) per share, as compared to net (loss) of $(275,864), which was $(0.03) per share.

For all periods presented diluted loss per share is the same as basic loss per share as any options or warrants were antidilutive. For the nine months ended June 30, 2008 and 2007, the Company incurred a net (loss) of $(528,000) and $(617,000), respectively. Basic and fully diluted (loss) per share were $(.04) and $(.06) for the nine months ended June 30, 2008 and 2007, respectively.

Liquidity and Capital Resources:

We incurred a significant loss before income tax benefit of approximately $1.8 million for the year ended September 30, 2007, and $826,000 for the nine months ended June 30, 2008. In addition, we acquired substantially all of the assets of Head Lites Corporation on November 16, 2007 for $648,000 in cash, made a deposit of approximately $196,000 on October 19, 2007 related to our new lease in Minnesota (see Note 13 to our financial statements found in the Annual Report) and continued to incur excessive production variances from our Mexico plant through December 2007. As of March 3, 2008, we had borrowed the maximum of $820,000 on our line of credit (see Note 13 to our financial statements found in the Annual Report). Management anticipates the impact of the actions listed below will generate sufficient cash flows to pay current liabilities, operating lease obligations and cash necessary to support operations:

	•		Reduction of operating expenses by reductions in personnel made principally at our Mexico plant since year-end
	•		Renew our line of credit — bank agreement (see Note 7 to our financial statements found in the Annual Report) which expires on September 1, 2008 and/or explore other financing alternatives including possible long-term debt financing
	•		If necessary, reduce research and development expenses
	•		Other alternatives as deemed necessary

We believe that we will have sufficient cash flows to meet short-term obligations, working capital, and operating requirements for at least the next twelve months.

On August 15, 2007, we entered into a loan agreement with Anchor Bank Saint Paul, N.A., pursuant to which we obtained a line of credit in the aggregate principal amount of up to $820,000, subject to certain limitations. In connection with the loan agreement, we issued Anchor Bank a promissory note in the aggregate principal amount of up to $820,000. The note bears a variable interest at a rate equal to the prime rate, and requires us to make monthly interest-only payments on the outstanding balance, with a balloon payment of outstanding principal and interest on April 30, 2008. Our obligations under the note are secured by all of our business assets. The proceeds of the loan are to be used for general working capital. We entered into a forbearance agreement with Anchor Bank on August 1, 2008 which provides the Bank will extend the maturity date until September 1, 2008. We will pursue other financing options to replace the line of credit and provide additional liquidity.

In August 2008, we moved into a new facility in South St. Paul and will incur some expense to make the facility fully operational.

Effective October 2007, we have secured our own product liability insurance for all products world-wide, which includes fielded products. However, a significant judgment against us in our existing litigation could nonetheless have a material impact. The result of obtaining our own policy has lowered our insurance expense by $36,000 during the period as the Company eliminated the discount provided to Cirrus for liability coverage.

In addition to the requirements under the Sarbanes-Oxley Act, we will require increased expenditures as we implement expanded compliance infrastructure and oversight.

Off-Balance Sheet Arrangements

During the quarter ended June 30, 2008, the Company did not engage in any off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.

Critical Accounting Policies and Estimates

Our discussion and analysis or results of operation 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 assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and related disclosures of contingent assets and liabilities for the periods indicated. The notes to the financial statements contained herein describe our significant accounting policies used in the preparation of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to our allowance for doubtful accounts, inventory valuations, the lives and continued usefulness of furniture, fixtures and leasehold improvements, deferred tax assets and contingencies. Due to uncertainties, however, it is at least reasonably possible that management’s estimates will change during the next year, which cannot be estimated. Realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Actual future operating results, as well as changes in future performance, could have a material adverse impact on the valuation reserves. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

Recently Issued Accounting Pronouncements

On July 13, 2006, Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, was issued. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The new FASB standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective for the Company in fiscal 2008. The Company adopted FIN 48 on October 1, 2007.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”). This statement establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements required by existing accounting pronouncements and does not require any new fair value measurements. SFAS No. 157 is effective for the Company in fiscal 2009. FASB Staff Position No. FAS 157-2 provides a deferral of SFAS No. 157 provisions for non-financial assets and liabilities until fiscal 2010. The Company has not determined the impact, if any, the adoption of this statement will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. SFAS No. 159 is effective for the Company in fiscal 2009. The Company is currently evaluating the impact of SFAS No. 159 on its consolidated financial statements.

On December 4, 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51” (“Statement 160”). Statement 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, Statement 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, Statement 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Statement 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning with the quarter ended December 31, 2008. Earlier adoption is prohibited.

On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), “Business Combinations” (“FAS 141(R)”). FAS 141(R) will significantly change the accounting for business combinations. Under Statement 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. FAS 141(R) will change the accounting treatment for certain specific items, including:

	•		Acquisition costs will be generally expensed as incurred;
	•		Noncontrolling interests (formerly known as “minority interests” will be valued at fair value at the acquisition date);
	•		Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;
	•		In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
	•		Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and
	•		Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

FAS 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year ended September 30, 2009. Earlier adoption is prohibited.

ITEM 3A(T). CONTROLS AND PROCEDURES

As of June 30, 2008, the Company carried out an evaluation, with the participation of our Chief Executive Officer and Acting Principal Accounting Officer of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Acting Principal Accounting Officer at the time concluded that our disclosure internal controls and procedures over financial reporting continue to contain a material weakness as noted in our Annual Report filed March 6, 2008. While the material weakness relating to costing of inventory and related monitoring of inventory controls related to the Mexico operation has been addressed, the Company continues to have material weaknesses related to timely financial reporting, including periodic reconciliation procedures, and controls over cash disbursements resulting from inadequate segregation of duties, and the lack of certain controls in the process.

The Company has however taken actions and made plans to address these weaknesses by:

	•		Contracting with a supplier to replace our ERP system with one which is more robust and contains stronger control capabilities.
	•		Issuing accounting policies to communicate financial reporting standards and goals.
	•		Enhancing closing procedure to help in a systematic and orderly close process.
	•		Enhancing its record retention strengthening documentation of accounting activity.
	•		Continuing development of accounting staff.
	•		Beginning documentation of the overall control environment.

The Company will continue these efforts with a goal removing all material weaknesses.

Part II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has been named as a defendant in actions arising from the crash of a Cirrus SR-22 in Marion County, Indiana on August 28, 2006. The actions are: a) the Marion County Superior Court, County of Marion, State of Indiana, captioned Janet P. Adams vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., Avidyne Corporation, and Poolsiri Edesess, Personal Representative of the Estate of Dr. Robert Edessess; b) the United States District Court for the Southern District of Indiana, captioned Jeremy Edessess vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and Avidyne Corporation and c) the United States District Court for the Southern District of Indiana, captioned Poolsiri Edessess vs. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and Avidyne Corporation . The Company has tendered the indemnity and defense of these matters to Cirrus pursuant to an agreement between the Company and Cirrus. The Company believes that it has strong defenses to these actions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On August 15, 2007, the Company entered into a line-of-credit with Anchor Bank Saint Paul, N.A. (“Anchor Bank”) for up to $820,000 subject to a borrowing base requirement. Pursuant to the line-of-credit, the Company entered into a Loan Agreement with Anchor Bank and issued a related promissory note to Anchor Bank in the original face amount of $820,000. The line-of-credit had a maturity date of April 30, 2008. On August 1, 2008, the Company had an outstanding balance of $817,536.38, inclusive of accrued interest of $31,306.10. On August 1, 2008 the Company entered into a forbearance agreement, which provided for an extension of the maturity date to September 30, 2008 and that the bank would not take any legal action against the Company based on such default before September 30, 2008. In consideration thereof, the Company paid accrued interest to August 1, 2008 in the amount of $31,306.10 and agreed to increase the interest rate applicable to the outstanding balance from 7.75% to 8.5%.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s Annual Shareholders’ Meeting was held on April 25, 2008. The proposals voted upon by the shareholders were (i) the decrease in the size of the Board of Directors from seven to five and (ii) the election of five directors to serve on the Board of Directors. The total number of shares voted was 8,485,906, or 75.1% of the eligible shares, and the results were as follows:

						Withheld/
		For				Against				Total
1. Decrease in Size of Board of Directors			8,141,669				344,237				8,485,906
2. Election of Directors
Director
Adams, Thomas H.			8,354,852				131,054				8,485,906
Brandt, Darrel D.			8,303,602				182,304				8,485,906
Caralt, Fernando			8,354,852				131,054				8,485,906
Popov, Boris			8,264,465				221,441				8,485,906
Williams, Larry E.			8,318,672				167,234				8,485,906

ITEM 6. EXHIBITS

Exhibits

The following documents are included or referenced in this report.

Exhibit Number				Description
	31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Acting Principal Financial Officer.
	32.1			Section 1350 Certification of Principal Executive Officer and Acting Principal Financial Officer.

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit Index

Exhibit Number				Description
	31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Acting Principal Financial Officer.
	32.1			Section 1350 Certification of Principal Executive Officer and Acting Principal Financial Officer.

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