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

February 9, 2005
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 February 9, 2005, regarding our operating results for the first quarter ended December 31, 2004.

ITEM 9.01. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 9, 2005, we issued a press release announcing our operating results for the first quarter ended December 31, 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: February 9, 2005

                                                                 THE FAIRCHILD CORPORATION

By:
Name:
Title: /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 $0.9 MILLION FOR THE QUARTER ENDED DECEMBER 31, 2004.

McLean, Virginia (February 9, 2005) — The Fairchild Corporation (NYSE: FA), announced today $0.9 million, or $0.04 per share, of net earnings for the quarter ended December 31, 2004, as compared to a net loss of $2.2 million, or $0.09 per share, for the quarter ended December 31, 2003. Net earnings included gains of  $12.5 million, and $5.9 million, on the disposal of discontinued operations, representing additional proceeds earned from the sale of the fastener business, in the three months ended December 31, 2004, and December 31, 2003, respectively. The Company’s loss from continuing operations was $12.6 million, or $0.50 per share, for the quarter ended December 31, 2004, as compared to a loss from continuing operations of $6.6 million, or $0.26 per share, for the quarter ended December 31, 2003. The loss from continuing operations for the three months ended December 31, 2003 included a $2.5 million tax benefit and a $1.8 million of realized foreign currency gains from cash equivalents held in a euro denominated account which had benefited from the strengthening of the euro against the dollar.

Overall revenues increased by $25.0 million, or 56.5%, in the quarter ended December 31, 2004, as compared to the quarter ended December 31, 2003. The increase was due primarily to the prior period including only two months of activity from our acquisition of Hein Gericke, PoloExpress and IFW on November 1, 2003, and our foreign sales benefiting from a stronger euro as compared to the dollar. Revenues in the first quarter of fiscal 2005 also benefited from a 42% increase in revenues at our aerospace segment. Results for the Company’s quarter ended December 31, 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.

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, France, Italy, Luxembourg, the Netherlands, and the United Kingdom. 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 (UNAUDITED)
(In thousands, except per share data)

	Three Months Ended
REVENUE:		12/31/04			12/31/03
Net sales	$	66,790		$	41,882
Rental revenue		2,422			2,342
		69,212			44,224
COSTS AND EXPENSES:
Cost of goods sold		45,066			28,781
Cost of rental revenue		1,706			1,486
Selling, general & administrative		33,113			23,256
Other (income) expense, net		(1,767	)		(3,116	)
Amortization of intangibles		143			—
		78,261			50,407
OPERATING LOSS		(9,049	)		(6,183	)
Interest expense		(5,464	)		(5,393	)
Interest income		424			190
Net interest expense		(5,040	)		(5,203	)
Investment income		131			154
Increase in fair market value of interest rate contract		1,675			2,090
Loss from continuing operations before taxes		(12,283	)		(9,142	)
Income tax benefit (provision)		(70	)		2,487
Equity in loss of affiliates, net		(200	)		—
Minority interest, net		—			81
Loss from continuing operations		(12,553	)		(6,574	)
Earnings (loss) from discontinued operations, net		956			(1,525	)
Gain on disposal of discontinued operations, net		12,500			5,934
NET EARNINGS (LOSS)	$	903		$	(2,165	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Loss from continuing operations	$	(0.50	)	$	(0.26	)
Earnings (loss) from discontinued operations, net		0.04			(0.06	)
Gain on disposal of discontinued operations, net		0.50			0.23
NET EARNINGS (LOSS)	$	0.04		$	(0.09	)
Basic and diluted weighted average shares outstanding:		25,195			25,190
REVENUES
Sports & Leisure Segment (a)	$	43,109		$	25,207
Aerospace Segment		23,681			16,674
Real Estate Operations Segment		2,544			2,342
Corporate and Other		—			1
Intercompany Eliminations		(122	)		—
Total	$	69,212		$	44,224
OPERATING LOSS
Sports & Leisure Segment (a)	$	(5,518	)	$	(3,286	)
Aerospace Segment		1,080			55
Real Estate Operations Segment		761			766
Corporate and Other		(5,372	)		(3,718	)
Total	$	(9,049	)	$	(6,183	)

    (a)        – Actual results for the three months ended December 31, 2003, include only two months of results from the sports & leisure segment since its acquisition on November 1, 2003.