Fairchild Industries Inc., the locally based aerospace and electronics firm, appears to have run into some mid-air turbulence.
Rocked by persistent problems in its aircraft manufacturing business, Fairchild management has been actively trying to correct the company's course, according to financial analysts, largely by shedding some of the company's most profitable lines of business to offset losses from troubled operations.
The latest correction came last week when Fairchild announced it would sell what one analyst called its "crown jewels" -- its 50 percent stake in its two satellite communications subsidiaries, American Satellite Co. and Space Communications Co.
Continental Telecom Inc., the Atlanta-based telecommunications company that had been Fairchild's equal partner in each of these subsidiaries, will acquire Fairchild's share for a total of $105 million in a transaction that Fairchild officials say is just part of their overall corporate strategy.
But Wolfgang Demisch, a financial analyst with First Boston, said, "The sale is a real disappointment. Fairchild has put a a lot of blood, sweat and tears into the business. To sell it now . . . at a not particularly generous price is an indication of the company's pain and suffering."
Fairchild -- the eighth-largest company in the Washington area, with headquarters in Chantilly, Va. -- is a diversified manufacturer of aircraft and components, telecommunications products and tooling for plastics, among other things.
Last year, on revenue of $899 million, its profits totaled $1.4 million -- a 95 percent drop from 1983, when profits totaled $28 million on nearly the same amount of revenue.
In its first quarter this year, Fairchild posted an $11.1 million loss ($1.05 per share), compared with an $8.6 million profit (40 cents) for the same period a year before. Shortly after posting that loss, Fairchild announced it would slash its quarterly dividend from 20 cents to 5 cents per share.
Accounting for the bulk of Fairchild's troubles is its aircraft manufacturing operations.
Higher than expected costs, production delays, engine problems that temporarily suspended passenger flights and heavy competition from foreign manufacturers have plagued the company's new 33-seat twin turboprop plane, called the Saab-Fairchild 340. Fairchild had hoped to be turning out about 50 a year of the planes, launched in 1984 by Fairchild and its partner Saab-Scania AB of Sweden, in its effort to capture the growing regional aircraft market.
But production problems have plagued the operation, and Fairchild has repeatedly had to revise downward the number of planes it hoped to produce annually.
Earlier this year, in its annual report, the company said it hoped to deliver 36 aircraft -- down 28 percent from earlier estimates. Last week, officials said production problems probably would cut the number delivered to no more than 30. In the process, costs have risen considerably, forcing the company last January to set aside a $50 million reserve to cover its expected losses.
Fairchild also had to set up a $28 million reserve to cover higher than expected costs to develop the new T46A Air Force Trainer jet, partly because of unexpected structural problems.
What's more, "they bid cheap and will spend more than they will get paid" to build the jet, said Joe Campbell, an analyst with Paine Webber Mitchell Hutchins.
Campbell and Demisch both expect that Fairchild will have to set aside additional reserves for both of these aircraft programs to cover increasing losses.
"I think it is a reasonable possibility that they will have to post additional write-offs -- more than $100 million," said Demisch, who speculated that the write-offs could come as early as this week, when the company is expected to release its latest quarterly financial statement.
In light of these write-offs, Demisch said he believed Fairchild "felt compelled" to sell its two most promising growth areas.
"I would think the bankers put the pressure on them. . . . It was probably the pound of flesh the bankers wanted to stay happy. . . ," he said. "The company was just a little too small to have the finances to help them ride through short-term problems. They were put into a position to sell what was most valuable to them to carry them through hard times. It must have been a major disappointment for management."
It must have been particularly difficult for Fairchild President Emanuel Fthenakis, analysts added, noting that he had founded and had become a president of American Satellite Co., or ASC.
Based in Rockville, ASC provides private and general satellite communication services primarily to business customers. Among other things, it transmits regional editions of the Wall Street Journal, New York Times and other newspapers and provides nationwide video-conferencing services for a number of companies throughout the United States. Last year, ASC contributed $2.1 million in profits to Fairchild.
Spacecom, based in Gaithersburg, owns and operates a tracking and data relay satellite system for NASA, provides communications to the Space Shuttle and is building a $122.8 million communications network for the Air Force. In 1984, Fairchild received $5.6 million in profits from Spacecom.
Continental Telecom said that when the acquisition is completed -- which isn't expected for at least another two months -- the two satellite communication companies will continue operating as they have, with no changes in management or location.
"It will be business as usual," said John Lemasters, Continental's president and chief executive officer. "We're very satisfied with the progress of both companies."
He said that it was Continental -- and not Fairchild -- that initiated the sale.
"We told Fairchild we wanted to have more control over the joint venture," he said. Fthenakis' reply, Lemasters said, was: "Make us an offer."
Fthenakis said the sale also fit with Fairchild's strategy of being involved in companies in which Fairchild owns a majority, if not total, control.
"In my mind, taking the money we get out of this sale -- in companies in which we do not own a majority -- and throwing it into companies in which we can control the destiny much more closely will allow us to manage and guide the companies the way we want, and more perfectly," he said in an interview last week.
Fthenakis said that although it was a difficult decision to sell ASC and Spacecom, it was part of an overall plan to consolidate Fairchild's telecommunications business and not an indication that Fairchild planned to get out of the telecommunications business -- the area they have long targeted as their best prospect for growth.
"The communications business will still be our major growth thrust -- we plan to put a substantial investment into the four other companies we have."
These companies include:
*Fairchild Communications & Electronics Co., which manufactures telecommunications and avionics equipment.
*Fairchild Data Corp., a high-technology manufacturer of digital and analog communications equipment.
*Fairchild Communications Products, which will provide telecommunications products to customers in North America.
*Fairchild Communications Network and Services, which will market integrated corporate networks and shared telecommunication services to major industrial users and multi-tenant office buildings.
These last two companies were formed as a result of Fairchild's January 1985 agreement with Alcatel Thomson Transmission Group, part of Alcatel Thomson, a $3 billion French telecommunications enterprise. Under the agreement, in which Fairchild has 80 percent control of the two companies, the French firm will help market in Europe the Fairchild earth-station products, used by private firms to receive and send satellite signals from space. In turn, Fairchild will market some of the French firm's products in the United States.
"They have a tremendous number of products they will make available to us so we don't have to do the whole research and development from scratch," Fthenakis said.
With ASC and Spacecom, "we were addressing the same market with more than one company. The main reason to sell them is to consolidate our activities and address these markets with our wholly owned subsidiaries."
What's more, Fthenakis said, ASC was in an increasingly competitive market, selling general services very similar to those provided by companies such as MCI Communications Corp..
"It's very volatile, and there are too many competitors -- and very big competitors -- so the pricing structure is very uncertain," he said.
Although his company's new alliance with Alcatel may not have as much recognition as ASC has now won in the telecommunications industry, "I think we can build up and expand the direction we want very quickly. I believe we have substantially improved our competitive position and the market we serve," he said.
Even so, analysts last week believed that by selling ASC -- which took a decade to become profitable and highly regarded -- Fairchild has delayed its growth in the telecommunications field.
"Telecommunications may be its future, but that future has been postponed," Demisch said.
"The ray of light is that it didn't have to sign a no-competition agreement, so it can still compete with ASC," Demisch added.
Additionally, Fthenakis noted, under the agreement with Continental, Fairchild still will perform the same services it has for ASC -- receiving a fee for its role -- as well as remaining a team member on Spacecom's $122.8 million Air Force communications systems project.
The sale of the satellite communications companies is the company's third annnounced disposal of assets this year.
Earlier, it announced it would sell its VSI Hardware Products Division -- which distributes bathroom accessories and home security products, among other items -- for $35 million, saying it was a consumer business that didn't fit into the corporation's strategy of a high-technology company.
Fairchild also has announced plans to sell Fairchild Burns Co., which makes seats for commercial airlines for more than $10 million -- officials would not disclose an exact price.
"They are cutting the company down so much, there won't be much left," said Morton Langer, an aerospace analyst with Bear, Stearns & Co. "Pretty soon the company will just be called Fair."
A point with which Paine Webber's Campbell agreed: "I see nothing in the company that is terrific; nor do I see anything that is terribly bothersome."