-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UW4RQDsztJYqM1PtX3P2kC2pltPp70NpDdC0YscSy47YyTBdMfnAjzp4rJjwvq7i SoW8ve1nRY1Q9sB/o50OLw== 0000009779-06-000015.txt : 20060508 0000009779-06-000015.hdr.sgml : 20060508 20060505182201 ACCESSION NUMBER: 0000009779-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06560 FILM NUMBER: 06814398 BUSINESS ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 8-K 1 form8kfy06q2results.htm FORM 8-K SECOND QTR FY06 RESULTS Form 8-K Second Qtr FY06 Results



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to
Section 13 Or 15(d) of the Securities Exchange Act of 1934

May 5, 2006
Date of Report (Date of earliest event reported)

Commission File Number 1-6560

THE FAIRCHILD CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
(State of incorporation or organization)

34-0728587
(I.R.S. Employer Identification No.)

1750 Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address of principal executive offices)

(703) 478-5800
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


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

[ ]    Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
(17 CFR 240.13e-4(c))


 FORWARD-LOOKING STATEMENTS:

Certain statements in this filing contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operation and business. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘will’’ and similar terms and phrases, including references to assumptions. These forward-looking statements involve risks and uncertainties, including current trend information, projections for deliveries, backlog and other trend estimates that may cause our actual future activities and results of operations to be materially different from those suggested or described in this financial discussion and analysis by management. These risks include: our ability to finance and successfully operate our retail businesses; our ability to accurately predict demand for our products; our ability to receive timely deliveries from vendors; our ability to raise cash to meet seasonal demands; our dependence on the retail and aerospace industries; our ability to maintain customer satisfaction and deliver products of quality; our ability to properly assess our competition; our ability to improve our operations to profitability status; our ability to liquidate non-core assets to meet cash needs; our ability to attract and retain highly qualified executive management; our ability to achieve and execute internal business plans; weather conditions in Europe during peak business season and on weekends; labor disputes; competition; foreign currency fluctuations; worldwide political instability and economic growth; military conflicts, including terrorist activities; infectious diseases; new legislation which may cause us to be required to fund our pension plan earlier than we had expected; and the impact of any economic downturns and inflation.

If one or more of these and other risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Given these uncertainties, users of the information included in this report, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not intend to update the forward-looking statements included in this filing, even if new information, future events or other circumstances have made them incorrect or misleading.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 5, 2006, we issued a press release announcing our operating results for the three and six months ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99, and is hereby incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

99 Press Release dated May 5, 2006, regarding our operating results for the three and six months quarter ended March 31, 2006.

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  May 5, 2006
By: /s/ DONALD E. MILLER Name: Donald E. Miller
Title: Executive Vice President,
Corporate Secretary and General Counsel

 EX-99 2 pressrelqtrmarch312006.htm THE FAIRCHILD CORPORATION PRESS RELEASE-MARCH 31 2006 RESULTS The Fairchild Corporation Press Release-March 31 2006 Results
 
Contact: James G. Fox
Chief Financial Officer
703-478-5930
Email: jfox@fairchild.com


FAIRCHILD REPORTS RESULTS FOR THE QUARTER ENDED MARCH 31, 2006.


McLean, Virginia (May 5, 2006) - The Fairchild Corporation (NYSE: FA), reported today $12.1 million, or $0.48 per share, of a net loss for the quarter ended March 31, 2006, as compared to a net loss of $3.9 million, or $0.15 per share, for the quarter ended March 31, 2005. The results for the three months ended March 31, 2005, included investment income of $5.8 million and a $2.7 million increase in the fair market value of an interest rate contract.

Overall revenues decreased by $16.9 million, or 21.1%, in the second quarter of fiscal 2006, as compared to the second quarter of fiscal 2005. The three months ended March 31, 2006, included revenues of $43.3 million at the Company’s sports & leisure segment, which was $13.1 million less than the prior period. The difference was due primarily to a $5.8 million decline in business at IFW and $4.8 million from a stronger Dollar as compared to the Euro in the current period. Weather in Europe was unusually harsh in March. Revenues decreased by $3.9 million at the Company’s aerospace segment, due primarily to the delivery of large orders in the three months ended March 31, 2005. The results for the Company’s three and six months ended March 31, 2006 and March 31, 2005, are included in the attached table.

The Company’s sports & leisure business is seasonal, with historic trends of higher volumes of sales and profits during months from March through September.

 
About The Fairchild Corporation
 
The business of Fairchild consists of three segments: sports & leisure, aerospace, and real estate operations. Fairchild's sports and leisure segment, known as Fairchild Sports, is comprised of Hein Gericke, PoloExpress and Intersport Fashions West. Fairchild Sports designs and sells motorcycle protective apparel, helmets, and a large selection of technical accessories, for motorcyclists. Together, Hein Gericke and PoloExpress operate 233 retail shops in Germany, the United Kingdom, Austria, Belgium, France, Italy, Luxembourg, the Netherlands, and Switzerland. Intersport Fashions West, located in Tustin, California, is a designer and distributor of motorcycle protective apparel. Fairchild's aerospace segment is engaged in the aerospace distribution business which stocks and distributes a wide variety of parts to operators and aerospace companies providing aircraft parts and services to customers worldwide. Fairchild's real estate operations segment owns and operates a shopping center located in Farmingdale, New York, which is under contract of sale. Additional information is available on The Fairchild Corporation web site (www.fairchild.com).

This news release may contain forward looking statements within the meaning of Section 27-A of the Securities Act of 1933, as amended, and Section 21-E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth in the forward-looking statements, as a result of the risks associated with the Company’s business, changes in general economic conditions, and changes in the assumptions used in making such forward-looking statements.

THE FAIRCHILD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share data)

 
  
Three Months Ended
  
Six Months Ended
  
   
 
 
REVENUE:
  
03/31/06
  
03/31/05
  
03/31/06
  
03/31/05
  
   
 
 
 
 
Net sales
  
$
62,727
  
$
79,697
  
$
114,038
  
$
144,049
  
Rental revenue
   
237
   
137
   
475
   
275
 
   
 
 
 
 
 
    
62,964
   
79,834
   
114,513
   
144,324
 
COSTS AND EXPENSES:
                 
Cost of goods sold
   
38,976
   
49,869
   
71,064
   
92,425
 
Cost of rental revenue
   
51
   
41
   
107
   
84
 
Selling, general & administrative
   
34,497
   
35,853
   
62,570
   
68,495
 
Pension & Postretirement
   
928
   
1,709
   
1,856
   
2,969
 
Other (income) expense, net
   
(712
)
  
441
   
(1,285
)
  
(1,307
)
Amortization of intangibles
   
129
   
144
   
257
   
287
 
   
 
 
 
 
 
    
73,869
   
88,057
   
134,569
   
162,953
 
 
                  
OPERATING LOSS
   
(10,905
)
  
(8,223
)
  
(20,056
)
  
(18,629
)
 
                      
Interest expense
   
(1,851
)
  
(4,100
)
  
(4,923
)
  
(7,604
)
Interest income
   
584
    
567
    
905
   
904
 
   
 
 
 
 
Net interest expense
   
(1,267
)
  
(3,533
)
  
(4,018
)
  
(6,700
)
Investment income
   
389
   
5,751
   
1,317
   
5,881
 
Increase in fair market value of interest rate contract
   
-
   
2,659
   
836
   
4,334
 
   
 
 
 
 
Loss from continuing operations before taxes
   
(11,783
)
  
(3,346
)
  
(21,921
)
  
(15,114
)
Income tax provision
   
(22
)
  
(84
)
  
(87
)
  
(153
)
Equity in loss of affiliates, net
   
(957
)
  
-
   
(999
)
  
(200
)
   
 
 
 
 
Loss from continuing operations
   
(12,762
)
  
(3,430
)
  
(23,007
)
  
(15,467
)
Earnings (loss) from discontinued operations, net
    
637
   
(470
)
  
266
   
(30
)
Gain on disposal of discontinued operations, net
   
-
   
-
   
12,500
   
12,500
 
   
 
 
 
 
NET LOSS
 
$
(12,125
)
$
(3,900
)
$
(10,241
)
$
(2,997
)
   
 
 
 
 
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
            
Loss from continuing operations
  
$
(0.51
)
$
(0.14
)
$
(0.91
)
$
(0.62
)
Earnings (loss) from discontinued operations, net
    
0.03
   
(0.01
)
  
0.01
   
-
 
Gain on disposal of discontinued operations, net
    
-
   
-
   
0.50
   
0.50
 
   
 
 
 
 
NET LOSS
  
$
(0.48
)
$
(0.15
)
$
(0.40
)
$
(0.12
)
   
 
 
 
 
Basic and diluted weighted average shares outstanding:
    
25,226
   
25,193
   
25,226
   
25,191
 
   
 
 
 
 
Revenues
                          
Sports & Leisure Segment
  
$
43,316
  
$
56,398
  
$
77,745
  
$
99,513
  
Aerospace Segment
   
19,411
   
23,299
   
36,293
   
44,536
 
Real Estate Operations Segment
   
258
   
258
   
518
   
518
 
Intercompany Eliminations
    
(21
)
  
(121
)
  
(43
)
  
(243
)
   
 
 
 
 
Total
  
$
62,964
  
$
79,834
  
$
114,513
  
$
144,324
  
   
 
 
 
 
Operating Income (Loss)
                         
Sports & Leisure Segment
  
$
(6,550
)
$
(2,812
)
$
(13,650
)
$
(8,329
)
Aerospace Segment
   
1,231
   
1,977
   
1,798
   
3,393
 
Real Estate Operations Segment
   
57
   
116
   
196
   
255
 
Corporate and Other
 
$
(5,643
)
$
(7,504
)
$
(8,400
)
$
(13,948
)
   
 
 
 
 
 Total   $ (10,905  ) $ (8,223  ) $ (20,056  ) $ (18,629  )
   
 
 
 
 
                   
 
 

 
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