8-K

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

FORM 8-K

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

December 14, 2004
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)

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 find, finance, acquire and successfully operate one or more new businesses; product demand; weather conditions in Europe during peak business periods; timely deliveries from vendors; our ability to raise cash to meet seasonal demands; our dependence on the aerospace industry; customer satisfaction and quality issues; labor disputes; competition; our ability to achieve and execute internal business plans; worldwide political instability and economic growth; military conflicts; reduced airline revenues as a result of the September 11, 2001 terrorist attacks on the United States, and their aftermath; reduced airline travel due to infectious diseases; 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 financial discussion and analysis by management, 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. FINANCIAL STATEMENTS AND EXHIBITS.

(C)     Exhibits.

99 Press Release Dated December 14, 2004, regarding our operating results for the fourth quarter ended September 30, 2004.

ITEM 9.01. RESULTS OF OPERATIONS AND FINANCIAL CONDITION:

On December 14, 2004, we issued a press release announcing our operating results for the third quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99, and is hereby incorporated by reference.

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:   December 14, 2004

 
 
  
 
                              By:
                         Name:
                            Title:
                                  THE FAIRCHILD CORPORATION



   /s/ JOHN L. FLYNN
   John L. Flynn
   Chief Financial Officer and
   Senior Vice President, Tax

EX-99

Contact: John L. Flynn
Chief Financial Officer
703-478-5830
Email: jflynn@fairchild.com

FAIRCHILD ANNOUNCES NET EARNINGS OF $11.2 MILLION FOR THE QUARTER ENDED SEPTEMBER 30, 2004.

McLean, Virginia (December 14, 2004) — The Fairchild Corporation (NYSE: FA), announced today $11.2 million, or 0.44 per share, of net earnings for the quarter ended September 30, 2004, as compared to a net loss of $2.8 million, or $0.11 per share, for the quarter ended September 30, 2003. Earnings from continuing operations was $2.5 million, or $0.10 per share, for the quarter ended September 30, 2004, as compared to a loss from continuing operations of $2.5 million, or $0.10 per share, for the quarter ended September 30, 2003. For the current quarter, non-cash items included in earnings from continuing operations include a $6.9 million income tax benefit, $2.7 million of depreciation and amortization expense, and $0.6 million of non-cash interest expense, offset partially by a $0.9 million fair market value decrease on an interest rate hedge contract. Net earnings was after recording a $13.4 million income tax benefit from discontinued operations, offset partially by a $4.8 million expense from discontinued operations, primarily for environmental issues related to a former business. Overall revenues increased by $77.4 million, or 402%, in the fourth quarter, as compared to the quarter ended September 30, 2003, due primarily to the acquisition of Fairchild Sports, which includes Hein Gericke and IFW acquired on November 1, 2003, and Polo Express acquired on January 2, 2004. Results for the Company’s year ended September 30, 2004 are included in the attached table.

Fairchild Sports is a seasonal business with historic trends of higher volumes of sales and profits during months from March through September. Revenues for Fairchild Sports between April and September 2004 were $163.2 million, which generated pre-tax earnings of $11.5 million. Eric Steiner, President and Chief Operating Officer of The Fairchild Corporation stated: “We have owned Hein Gericke, Polo, and IFW for less than a year and, in that time, have made substantial strides to improve their businesses. We have built a management team which is capable of prospering in the difficult retail environment in Europe, implemented a new sales strategy, and introduced new products. Our efforts are beginning to translate into tangible economic growth. These businesses offer substantial long-term growth opportunities for expansion, both in Europe and elsewhere. We intend to vigorously pursue those opportunities.”

Hein Gericke, PoloExpress and IFW design and sell motorcycle protective apparel, helmets and a large selection of technical accessories for motorcyclists. Together, Hein Gericke and PoloExpress operate 229 retail shops in Germany, Austria, Belgium, England, France, Ireland, Italy, Luxembourg and the Netherlands. IFW, located in Tustin, California, is a designer and distributor of motorcycle protective apparel, boots and helmets, under several labels, including First Gear and Hein Gericke. In addition, IFW designs and produces protective apparel under private labels for third parties, including Harley-Davidson.

About The Fairchild Corporation

In addition to Fairchild Sports, The Fairchild Corporation 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. The Fairchild Corporation also owns and operates a shopping center located in Farmingdale, New York. 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
(In thousands, except per share data)

	Three Months Ended							Twelve Months Ended
REVENUE:	09/30/04 (Unaudited)			09/30/03 (Audited)			09/30/04 (Audited)			09/30/03 (Unaudited)
Net sales	$	94,299		$	16,948		$	328,399		$	68,362
Rental revenue		2,356			2,304			9,947			9,115
		96,655			19,252			338,346			77,477
COSTS AND EXPENSES:
Cost of goods sold		59,510			13,520			206,410			54,896
Cost of rental revenue		1,794			1,387			6,727			5,820
Selling, general & administrative		46,218			10,103			141,596			62,966
Other (income) expense, net		(8,169	)		(76	)		(9,505	)		(2,560	)
Amortization of intangibles		537			—			537			—
Impairment charges		—			—			1,206			6,726
Restructuring		—			—			563			—
		99,890			24,934			347,534			127,848
OPERATING LOSS		(3,235	)		(5,682	)		(9,188	)		(50,371	)
Net interest expense		(3,890	)		(758	)		(19,593	)		(18,501	)
Investment income		3,332			1,030			4,492			1,062
Increase (decrease) in fair market value of interest rate contract		(859	)		2,650			4,924			1,752
Loss from continuing operations before taxes		4,652	)		(2,760	)		(19,365	)		(66,058	)
Income tax benefit (provision)		6,866			(9	)		10,761			(7,797	)
Equity in loss of affiliates, net		295			199			(439	)		(867	)
Minority interest, net		—			36			—			75
Earnings (loss) from continuing operations		2,509			(2,534	)		(9,043	)		(74,647	)
Loss from discontinued operations, net		(4,810	)		(301	)		(10,554	)		(3,856	)
Gain on disposal of discontinued operations, net		19			—			9,522			29,784
Income tax benefit from discontinued operations		13,436			—			13,436			—
NET EARNINGS (LOSS)	$	11,154		$	(2,835	)	$	3,361		$	(48,719	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Earnings (loss) from continuing operations	$	0.10		$	(0.10	)	$	(0.36	)	$	(2.96	)
Loss from discontinued operations, net		(0.19	)		(0.01	)		(0.42	)		(0.15	)
Gain on disposal of discontinued operations, net		—			—			0.38			1.18
Income tax benefit from discontinued operations		0.53			—			0.53			—
NET EARNINGS (LOSS)	$	0.44		$	(0.11	)	$	0.13		$	(1.93	)
Revenues by Segment:
Sports & Leisure Segment (a)	$	71,327		$	—		$	242,732		$	—
Aerospace Segment		22,973			16,945			85,667			68,334
Real Estate Operations Segment		2,335			2,304			9,926			9,115
Corporate and Other		20			3			21			28
Total	$	96,655		$	19,252		$	338,346		$	77,477
Operating Income (Loss) by Segment:
Sports & Leisure Segment (a)	$	1,537		$	—		$	7,308		$	—
Aerospace Segment		587			(128	)		3,219			(7,110	)
Real Estate Operations Segment		372			850			2,768			2,989
Corporate and Other		(5,731	)		(6,404	)		(22,483	)		(46,250	)
Total	$	(3,235	)	$	(5,682	)	$	(9,188	)	$	(50,371	)

(a) - Actual results for the twelve months ended September 30, 2004, include only eleven months of results from the sports & leisure segment since its acquisition on November 1, 2003.