Form 8K Restatement of 3rd Quarter 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
January
2, 2007
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 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; worldwide political instability and
economic growth; military conflicts, including terrorist activities; 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 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
4.02(a). Non-Reliance on Previously Issued Financial Statements or a related
Audit Report or Completed Interim Review
After
consultation with our independent public accounting firm, KPMG LLP, we
determined that we will restate our quarterly financial statements contained
in
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, to adjust
our income taxes for the conversion of our subsidiary, PoloExpress, from a
German partnership to a German corporation. As a result, the previously issued
unaudited quarterly financial statements included in our Form 10-Q for the
quarter ended June 30, 2006, should no longer be relied upon, as and to the
extent described below.
We
intend
to restate our financial statements for the quarter ended June 30, 2006, to
provide for taxes of approximately $5.6 million from the conversion of our
subsidiary into a German corporation The restatement relates to a non-cash
adjustment from the conversion of PoloExpress into a German corporation, in
which we gave up the right to a €11.0 million step-up in the tax basis of
PoloExpress. The conversion of PoloExpress into a German Corporation was part
of
an overall tax planning strategy, in which PoloExpress and Hein Gericke
Deutschland will file a consolidated tax return in Germany, thereby allowing
approximately
€15 million of cumulative losses of Hein
Gericke Deutschland
that
existed at September 30, 2005, to offset against the fiscal 2006 and future
earnings of PoloExpress.
We do
not believe this restatement will have a negative impact on our cash flows
or
financial condition.
Upon
the
adjustment of our financial statements for this matter, as well as any other
potential issues that may arise from additional reviews by us, we will review
our findings with KPMG LLP. Immediately upon the completion of that review,
we
will file our Annual Report on Form 10-K for the year ended September 30, 2006,
in which the adjustment for the third quarter ended June 30, 2006, will be
reflected in the quarterly footnote contained therein. At this time, we can
not
predict when this filing will occur, but we currently anticipate the filing
of
our Form 10-K to occur sometime prior to the end of business on January 16,
2007.
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:
January
5, 2006
By: /s/
MICHAEL L. McDONALD
Name: Michael
L.
McDonald
Title:
Senior Vice President and Chief Financial Officer