Form12b-25 Notification of Late Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number 1-6560
(Check
One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form
10-Q
[
] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For
the Period Ended: September
30, 2006
[
]
Transition Report on Form 10-K
[
]
Transition Report on Form 20-F
[
]
Transition Report on Form 11-K
[
]
Transition Report on Form 10-Q
[
]
Transition Report on Form N-SAR
For
the
Transition Period Ended: ______________
Nothing
in this form shall be construed to imply that the
Commission
has verified any information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Items(s) to which the notification relates: ____________
PART
I - REGISTRANT INFORMATION
THE
FAIRCHILD CORPORATION
(Full
name of Registrant)
1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
(Registrant’s
telephone number, including area code)
PART
II - RULES 12B-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense ant
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.) [X]
| (a) |
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or
expense;
|
| (b) |
The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, 11-K, or Form N-SAR, or portion thereof, will be filled
on or
before the fifteenth calendar day following the prescribed due date;
or
the subject quarterly report or transition report on Form 10-Q, or
portion
thereof will be filed on or before the fifth calendar day following
the
prescribed due date; and
|
| (c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
|
PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach
extra sheets if needed.)
The
Fairchild Corporation is unable to file its Annual Report on Form 10-K for
the
year ended September 30, 2006 within the prescribed time period because the
Company is in the process of preparing and reviewing the appropriate
treatment fot tax matters in order to finalize its annual financial
statements and related disclosures.
PART
IV - OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this
notification
|
Donald
E. Miller
(Name)
703
478-5800
(Area
Code) (Telephone Number)
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that
the registrant was required to file such report(s) been filed? If
answer
is no, identify report(s). [X] Yes [ ]
No
|
| (3) |
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
[
X ] Yes [ ] No
|
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
THE
FAIRCHILD CORPORATION
(Name
of
Registrant as specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 3, 2007
By:
/s/
DONALD E. MILLER
Donald
E.
Miller
Executive
Vice President and General Counsel
of
The
Fairchild Corporation
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative (other than an executive officer), evidence
of
the representative’s authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).
ESTIMATE
OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS FROM THE CORRESPONDING PRIOR
PERIOD.
Revenues
are estimated to decrease by $32.5 million, or 9.5%, for fiscal 2006 compared
to
fiscal 2005. Revenues
are estimated to have decreased by $28.1 million in our sports & leisure
segment due primarily to the downsized activities of our Fairchild Sports USA
business and by $4.7 million in our aerospace segment
due to
fiscal 2005 benefiting from the delivery of several unusually large one-time
orders.
Operating
loss is estimated to be $27.7 million for 2006 and was $27.8 million in 2005.
The $0.1 million improvement in operating loss for fiscal 2006 compared to
fiscal 2005 was due primarily to $5.1 million net proceeds we received from
the
settlement of the shareholder derivative litigation and decreased pension and
postretirement expense offset partially by the decline in gross profit due
to
lower revenues.
The
fair
market value adjustment of our position in a ten-year $100 million interest
rate
contract improved by $0.8 million in fiscal 2006 and $5.9 million in fiscal
2005.
The
fair
market value adjustment of this agreement reflected increasing interest rates
and caused the favorable change in fair market value of the contract in these
periods. We
settled the interest rate contract at the end of December 2005, and accordingly
we will have no further income or loss from this contract.
The
aforementioned items results in our net loss, which is estimated to be
approximately $33 million for 2006, as compared to a net loss of $21.3 million
in fiscal 2005.