-----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, VtY/plR/4EIZ9rgWHr3q5ij0m8NZj7uolIM0gmSujGfXb+VQ1dFQ+e5sU7WQmOjj zvEsIT6zbRimpRuoYVJsMA== 0000009779-98-000026.txt : 19980508 0000009779-98-000026.hdr.sgml : 19980508 ACCESSION NUMBER: 0000009779-98-000026 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980302 ITEM INFORMATION: FILED AS OF DATE: 19980507 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-06560 FILM NUMBER: 98612125 BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLAS STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 8-K/A 1 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 7, 1998 (March 2, 1998) Commission File Number 1-6560 THE FAIRCHILD CORPORATION (Exact name of Registrant as specified in its charter) Delaware 34-0728587 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 45025 Aviation Drive, Suite 400 Dulles, VA 20166 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 478-5800 Washington Dulles International Airport 300 West Service Road, PO Box 10803 Chantilly, VA (Former name or former address, if changed since last report) AMENDMENT: The purpose of this amendment is to revise the financial information (as suggested by the Staff of the Securities and Exchange Commission) required under Item 7. "Financial Statements and Exhibits" as a result of the Company's acquisition of Edwards & Lock Management Corp., dba Special-T Fasteners, a California corporation ("Special-T") from the shareholders of Special-T pursuant to an Agreement and Plan of Merger (the "Special-T Acquisition") dated as of January 28, 1998 as amended on February 20, 1998, and March 2, 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS AQUIRED The audited financial statements of Special-T are being filed as an exhibit to this Form 8-K and are herein incorporated by reference. (b) PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On March 2, 1998, the Company consummated the Special-T Acquisition. The Special-T Acquisition purchase price, subject to adjustment, was $47,600 of which $24,600 was paid in shares of Class A Common Stock of the Company and the remainder was paid in cash. The unaudited pro forma consolidated statement of earnings for the year ended June 30, 1997 and for the six months ended December 28, 1997 have been prepared to give effect to the Special-T Acquisition as if the Special-T Acquisition occurred on July 1, 1996 and July 1, 1997, respectively. The unaudited pro forma consolidated balance sheet as of December 28, 1997 has been prepared to give effect to the Special-T Acquisition as if it had occurred on such date. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have been obtained had the Special-T Acquisition been completed as of the dates presented or for any future period. The unaudited pro forma consolidated financial statements should be read in conjunction with the Company's Consolidated Financial Statements and notes thereto included in the Company's Form 10-K/A dated June 30, 1997 and Form 10-Q dated December 28, 1997. THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED JUNE 30, 1997 (In thousands, except per share data)
Historic Historical Historical Company Special-T Adjustmemt Pro Forma as Restated (1) (2) Company Sales $ 80,763 $ 52,921 $(30,796) $702,888 Costs and expenses: Cost of sales 499,419 33,511 (26,084) 506,846 Selling, general & administrative 142,931 10,299 153,230 Research and development 100 100 Amortization of goodwill 4,814 538 5,352 647,264 43,810 (25,546) 665,528 Operating income 33,499 9,111 (5,250) 37,360 Net interest expense (47,681) 59 (2,025) (49,647) Investment income, net 6,651 6,651 Equity in earnings of affiliates 4,598 4,598 Minority interest (3,514) (3,514) Nonrecurring income 2,528 2,528 Earnings before taxes (3,919) 9,170 (7,275) (2,024) Income tax provision (benefit) (5,735) 3,631 (2,622) (4,726) Earnings from continuing operations $ 1,816 $ 5,539 $(4,653) $2,702 Earnings per share from continuing operations: Basic $ 0.11 $ 0.15 Diluted 0.10 0.15 Weighted average shares outstanding: Basic 16,539 1,058 17,597 Diluted 17,321 1,058 18,379
THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED DECEMBER 28, 1997 (In thousands, except per share data)
Historical Historical Company Special-T Adjustments Pro Forma as Restated (1) (2) Company Sales $ 402,978 $ 31,025 $ (15,708) $418,295 Costs and expenses: Cost of sales 299,827 19,680 (11,671) 307,836 Selling, general & administrative 74,267 5,399 - 79,666 Research and development 97 - - 97 Amortization of goodwill 2,606 - 269 2,875 376,797 25,079 (11,402) 390,474 Operating income 26,181 5,946 (4,306) 27,821 Net interest expense (27,744) 76 (1,013) (28,681) Investment income, net (5,180) - - (5,180) Equity in earnings of affiliates 2,121 - - 2,121 Minority interest (1,875) - - (1,875) Earnings (loss) before taxes (6,497) 6,022 (5,319) (5,794) Income tax provision (benefit) (3,121) 2,445 (1,994) (2,670) Earnings (loss) from continuing operations $ (3,376) $ 3,577 $ (3,325) $ (3,124) Loss per share from continuing operations: Basic $ (0.20) $ (0.17) Diluted (0.20) (0.17) Weighted average shares outstanding: Basic 16,864 1,058 17,922 Diluted 16,864 1,058 17,922
THE FAIRCHILD CORPORATION UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETAS OF DECEMBER 28, 1997 (In thousands)
Historical Speical-T Company Acquisition Pro Forma (as Restated) (3) Company Cash $ 38,907 $(21,646) $ 17,261 Short-term investments 8,487 - 8,487 Accounts receivable, less allowance 160,995 6,716 167,711 Inventory 361,966 18,465 380,431 Prepaid and other current assets 81,037 1,561 82,598 Total current assets 651,392 5,096 656,488 Net fixed assets 126,198 1,434 127,632 Net assets held for sale 26,447 - 26,447 Net LT assets of discontinued operations 12,069 - 12,069 Investment in affiliates 21,829 50 21,879 Goodwill 160,150 22,643 182,793 Deferred loan costs 11,742 - 11,742 Prepaid pension assets 59,282 - 59,282 Other assets 53,627 41 53,668 Total assets $1,122,736 $ 29,264 $1,152,000 Bank notes payable & current maturities of debt $92,348 $ 75 $ 92,523 Accounts payable 70,739 3,464 74,203 Other accrued expenses 92,979 860 93,839 Total current liabilities 256,066 4,499 260,565 Long-term debt, less current maturities 371,610 125 371,735 Other long-term liabilities 29,050 - 29,050 Retiree health care liabilities 42,366 - 42,366 Noncurrent income taxes 47,388 - 47,388 Minority interest in subsidiaries 70,327 - 70,327 Total liabilities 816,807 4,624 821,431 Total stockholders' 305,929 24,640 330,569 Total liabilities & stockholders' equity $1,122,736 $ 29,264 $1,152,000
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (In thousands) (1) Represents the results of operations of Special-T Fasteners. (2) Includes (i) the elimination of sales and gross margin on products sold from the Company's aerospace fasteners segment to Special-T, (ii) the estimated increase in interest expense relating to cash borrowed to complete the Special-T Acquisition, and (iii) the estimated amortization of goodwill based on amortization over a period of forty years. (3) Represents the inclusion of the assets acquired and the liabilities assumed in the acquisition of Special-T Fasteners including cash of $24,395 used for the Special-T Acquisition and related acquisition expenses, recorded goodwill of $22,643, and the $24,640 increase to stockholders' equity from the issuance of 1,057,515 shares of Class A Common Stock (based on the average fair market value of the closing price of the Company's common stock for the 5 days proceeding the acquisition date). EXHIBITS 99.1 Agreement and plan of Merger dated January 28, 1998, as amended on February 20, 1998, and March 2, 1998, between the Company and the shareholders' of Special-T Fasteners (Incorporated by reference to Form 8-K dated as of March 2, 1998 filed by the Company on March 12, 1998). 99.2 Financial statements, related notes thereto and Auditors' Report of Edwards And Lock Management Corporation for the periods ended December 31, 1997 and March 31, 1997 (Incorporated by reference to Form 8-K/A dated as of March 2, 1998 filed by the Company on April 23, 1998). 99.3 Financial statements, related notes thereto and Auditors' Report of Edwards And Lock Management Corporation for the years ended March 31, 1996, 1995 and 1994 (Incorporated by reference to Form 8-K/A dated as of March 2, 1998 filed by the Company on April 23, 1998). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to the signed on its behalf by the undersigned hereunto duly authorized. For THE FAIRCHILD CORPORATION (Registrant) and as its Chief Financial Officer: By: Colin M. Cohen Senior Vice President and Chief Financial Officer Date: May 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----