Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15d
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-17366
SHARED TECHNOLOGIES FAIRCHILD INC.
(exact name of registrant as specified in its charter)
Delaware 87-0424558
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109
(Address of principal executive offices)
(860) 258-2400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes _ X__ No ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at May 15, 1997
Common Stock, $.004 par value 15,819,987 shares
<PAGE>
FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance
Sheets as of March 31,
1997 and December 31, 1996
Consolidated Statements of
Operations for the three months
ended March 31, 1997 and 1996
Consolidated Statements of
Cash Flows for the three
months ended March 31,
1997 and 1996
Consolidated Statements of
Stockholders' Equity for
the three months ended
March 31, 1997
Notes to Consolidated
Financial Statements
Item 2 Management's Discussion and
Analysis of Results of
Operations and Financial
Condition
PART II OTHER INFORMATION
Signature Page
<PAGE>
<TABLE>
<CAPTION>
Item 1. Financial Statements
Shared Technologies Fairchild Inc.
Consolidated Balance Sheets
March 31, 1997 and December 31, 1996
(in thousands except per share date)
(unaudited)
March 31, 1997 December 31, 1996
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,692 $ 2,703
Accounts receivable, less allowance
for doubtful accounts of $411
in 1997 and $611 in 1996 34,089 32,563
Inventories 3,082 1,976
Other current assets 2,428 1,853
Total current assets 42,291 39,095
Equipment:
Property & Equipment 99,192 95,934
Accumulated depreciation (31,078) (28,169)
68,114 67,765
Other Assets:
Investments in affiliates 349 457
Intangible assets 260,723 261,842
Deferred income taxes - -
Other 337 407
261,409 262,706
Total assets $ 371,814 $ 369,566
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
Shared Technologies Fairchild Inc.
Consolidated Balance Sheets
March 31, 1997 and March 31, 1996
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
<S> <C> <C>
Liabilities and Stockholders' Equity CURRENT LIABILITIES:
Current portion of long-term debt and capital
lease obligations $ 14,700 $ 13,576
Accounts payable 19,192 17,356
Accrued expenses 7,879 9,558
Accrued dividends 361 435
Advanced billings 6,770 6,935
Total current liabilities 48,902 47,860
Long-Term Debt and Capital Lease Obligations less current portion
240,435 238,261
Redeemable Put Warrant 517 1,069
Convertible preferred stock $.01 par value, authorized 250 shares, outstanding
250 shares in 1997
and 1996 25,000 25,000
Special preferred stock
$.01 par value, authorized 200 shares,
outstanding 200 shares in 1997 and 1996 14,459 14,167
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, authorized 25,000 shares:
Series C, outstanding 428 shares in 1997 and
1996 4 4
Series D, outstanding 441 shares in 1997 and
1996 4 4
Common stock; $.004 par value, 50,000 shares
authorized, outstanding 15,715 shares in 1997
and 15,820 shares in 1996
63 63
Additional paid-in capital 76,193 76,054
Accumulated deficit (33,763) 32,916)
Total stockholders' equity 42,501 43,209
Total liabilities and stockholders' equity $371,814 $369,566
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shared Technologies Fairchild Inc.
Consolidated Statements of Operations
For the Three Months Ended
March 31, 1997 and 1996
(in thousands except per share data)
(unaudited)
March 31, 1997 March 31,1996
<S> <C> <C>
Revenue:
Shared telecommunications services $ 27,639 $ 13,230
Telecommunications systems 18,991 4,952
Total Revenue 46,630 18,182
Cost of Revenue:
Shared telecommunications services 13,119 6,426
Telecommunications systems 9,534 4,011
Total Cost of Revenue 22,653 10,437
Gross Margin 23,977 7,745
Selling, General & Administrative Expenses: 16,859 6,783
Operating Income 7,118 962
Other income (expense):
Equity in loss of affiliate (108) (958)
Net interest expense (6,675) (1,259)
(6,783) (2,217)
Income (loss) before income taxes and
extraordinary items: 335 (1,255)
Income tax (106) (21)
Income (loss) before extraordinary item 229 (1,276)
Extraordinary item, loss on early retirement
of debt - (310)
Net Income(loss) 229 (1,586)
Preferred Stock Dividends (1,076) (86)
Net income (loss) applicable to common stock $ (847) $(1,672)
Net (loss) per common share:
Income (loss) before extraordinary item $ (0.05) $ (0.14)
Extraordinary item - (.03)
Net income (loss) $ (0.05) $(0.17)
Weighted Average Shares Outstanding 15,774 9,965
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shared Technologies Fairchild Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended
March 31, 1997 and 1996
(in thousands)
(unaudited)
March 31, 1997 March 31, 1996
<S> <C> <C>
Cash Flows Used in Operating Activities:
Net Income (loss) $ 229 $ (1,586)
Adjustments:
Extraordinary loss on early
retirement of debt - 310
Depreciation & amortization 4,649 1,759
Accretion of put warrant (552) -
Equity in loss of subsidiary 108 958
Accretion on 12 1/4% bonds 3,799 -
Change in Assets and Liabilities:
Accounts receivable (1,526) 2,305
Inventory (1,106) -
Other current assets (575) (269)
Other assets (256) -
Accounts payable 1,836 (2,170)
Accrued expenses (1,753) 205
Advanced billings (165) (50)
Net cash provided by operating activities 4,688 1,462
Cash Flows Used in Investing Activities
Purchases of equipment (3,258) (749)
Investments in subsidiaries - (203)
Acquisitions, net of cash acquired - (2,108)
Net cash used in investing activities (3,258) (3,060)
Cash Flows From Financing Activities:
Preferred stock dividends (1,076) (86)
Repayments of notes payable, long-term
debt and capital lease obligations (2,501) (187,432)
Borrowings under notes payable and long-term debt
2,000 244,999
Payments to affiliate - (1,937)
Deferred finance costs (295) (7,676)
Proceeds from sales of common stock 139 4
Repayment of FII preferred stock 292 (40,581)
Net cash provided by (used in)financing activities
(1,441) 7,291
Net increase (decrease) in cash (11) 5,693
Cash, Beginning of Period 2,703 476
Cash, End of Period $ 2,692 $ 6,169
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Interest $ 3,133 $ 443
Income taxes 106 26
Non cash transactions-
Issuance of common stock to acquire FII - 27,750
Issuance of preferred stock to acquire FII - 38,269
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shared Technologies Fairchild Inc.
Consolidated Statement of Stockholders' Equity
For the period ended March 31, 1997
(in thousands)
<S> <C> <C> <C> <C>
Series C Series D
Preferred Stock Preferred Stock
Shares Amount Shares Amount
Balance, January 1, 1997 428 $ 4 441 $ 4
Preferred stock dividends - - - -
Dividend accretion of special
preferred stock - - - -
Exercise of common stock options
and warrants - - - -
Issuance of common stock for
401k plan match
- - - -
Net income - - - -
Balance, March 31, 1997 428 $ 4 441 $ 4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shared Technologies Fairchild Inc.
Consolidated Statement of Stockholders' Equity
For the period ended March 31, 1997
(in thousands)
<S> <C> <C> <C>
Additional
Common Stock Paid-in
Shares Amount Capital
Balance, January 1, 1997 15,682 $ 63 $ 76,054
Preferred stock dividends
Dividend accretion of special
preferred stock
Exercise of common stock options
and warrants 103 - 118
Issuance of common stock for 401k
plan match 3 - 21
Net income
Balance, March 31, 1997 15,788 $ 63 $ 76,193
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shared Technologies Fairchild Inc.
Consolidated Statement of Stockholders' Equity
For the period ended March 31, 1997
(in thousands)
<S> <C> <C>
Total
Accumulated Stockholders'
Deficit Equity
Balance, January 1, 1997 (32,916) 43,209
Preferred stock dividends (784) (784)
Dividend accretion of special preferred stock
(292) (292)
Exercise of common stock options and
warrants 118
Issuance of common stock for 401k plan match 21
Net income 229 229
Balance, March 31, 1997 ($33,763) $ 42,501
</TABLE>
<PAGE>
Shared Technologies Fairchild Inc.
Notes to Consolidated Financial Statements
March 31, 1997
(Unaudited)
1. Basis of Presentation:
The consolidated financial statements included herein have been prepared by
Shared Technologies Fairchild Inc. (the Company) pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect all
adjustments, consisting only of normal recurring adjustments, which are, in the
opinion of management, necessary to present a fair statement of the results for
interim periods. Certain information and footnote disclosures have been omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company's December 31, 1996 report on Form 10-K.
2. Investment in Unconsolidated Subsidiary
The Company's investment in its unconsolidated subsidiary, Shared
Technologies Cellular, Inc. (STC), is accounted for under the equity method.
Prior to December 1995, STC was a majority owned subsidiary and was included on
a consolidated basis. During December 1995, STC issued approximately $3,000 in
voting preferred stock to third parties. Although the Company's ownership
percentage of approximately 58% did not change, the voting rights assigned to
the preferred stock reduced the Company's voting interest in STC, resulting in
the Company's loss of voting control of STC. Accordingly, STC has been accounted
for on the equity method since 1996. At March 31, 1997 the Company had an
ownership interest of approximately 35.8% in STC. Summarized balance sheet and
statement of operations information for STC as of, and for the three months
ended, March 31, 1997 is as follows:
Summarized Balance Sheet
Current assets $ 3,113
Property and equipment, net 1,993
Other assets 9,918
Total assets $ 15,024
Current liabilities $ 11,370
Note payable 344
Total liabilities 11,714
Stockholders' equity 3,310
Total liabilities and stockholders' equity $ 15,024
Summarized Statement of Operations
Revenues $ 6,102
Gross margin 2,640
Operating loss (228)
Net loss (301)
In August 1996 the Company reached an agreement with STC to purchase $2,500
in STC preferred stock. This investment was financed through the conversion of
existing advances owed by STC to the Company in the amount of $1,200 and a cash
payment of $1,300. The STC preferred stock presently are convertible into 833
shares of STC's common stock at the Company's option. In addition, upon
conversion of such STC preferred stock, the Company shall receive a warrant to
purchase an additional 833 shares of STC common stock, subject to adjustment.
3. Acquisitions:
On March 13, 1996, the Company's stockholders approved and the Company
consummated its merger with Fairchild Industries, Inc.("FII"), following a
reorganization transferring all non-communications assets to FII's parent, RHI
Holdings, Inc. ("RHI"). The Company changed its name to Shared Technologies
Fairchild Inc.("STFI"). Pursuant to the merger agreement, STFI issued to RHI
6,000 shares of common stock, 250 shares of convertible preferred stock with a
$25,000 liquidation preference and 200 shares of special preferred stock with a
$20,000 initial liquidation preference. In addition, the Company raised in the
capital market approximately $111,000, after offering expenses, through the
issuance of 12 1/4% Senior Subordinated Notes Due 2006 and approximately
$125,000 (of an available $145,000) in loans from a credit facility with
financial institutions. The funds were used primarily for the retirement of
certain liabilities assumed from FII in connection with the merger, and the
retirement of the Company's existing credit facility. In connection with the
merger, the Company entered into two-year employment agreements with key
employees for annual compensation initially aggregating $1,250, and adopted the
1996 Equity Incentive Plan. The merger was accounted for using the purchase
method of accounting. The total purchase consideration of approximately $71,581
was allocated to the net tangible and intangible assets of FII based upon their
respective fair market values as follows:
Assets
Cash $ 1,551
Accounts receivable 24,747
Other current assets 2,572
Equipment 51,532
Goodwill 248,008
Total Assets 328,410
Liabilities and stockholders' equity
Capital lease obligations $ (262)
Accounts payable (11,577)
Accrued expenses (6,981)
Advanced billings (6,102)
Due to affiliated company (8,407)
Long term debt (182,794)
FII preferred stock (40,706)
Net purchase price $ 71,581
The following unaudited pro forma statements of operations for the nine
months ended March 31, 1996 give effect to the above acquisitions and the change
in reporting of STC to the equity method (Note 2) and the pro forma effect of
STC acquisitions, as if they occurred on January 1, 1996:
1996
Revenues $ 45,465
Cost of revenues 22,153
Gross margin 23,312
Selling, general and
administrative expenses 18,312
Operating income 5,000
Equity in loss of subsidiary (958)
Interest expense, net (6,602)
Loss before income tax expense
and extraordinary item (2,560)
Income taxes (11)
Loss before extraordinary item (2,571)
Extraordinary item. loss on early
retirement of debt (332)
Net Loss (2,903)
Preferred stock dividends (647)
Loss applicable to common stock $ (3,550)
Net loss per common share $ (.24)
Weighted average number of common
shares outstanding 14,580
4. Contingencies:
In December 1995, a suit was filed against the Company alleging a breach of
a letter agreement and seeking an amount in excess of $2,250 for a commission
allegedly owed in connection with the merger with FII (Note 3). The Company
denies that the claimant at any time was engaged in connection with the merger.
The Company filed an answer in January 1996, denying that any commission is
owed. This litigation is in the discovery process. While any litigation contains
an element of uncertainty, management is of the opinion that the ultimate
resolution of this matter should not have a material adverse effect upon results
of operations, cash flows or financial position of the Company.
The Company's sales and use tax returns in certain jurisdictions are
currently under examination. Management believes these examinations will not
result in a material change from liabilities provided.
In addition to the above matters, the Company is a party to various legal
actions, the outcome of which, in the opinion of management, will not have a
material adverse effect on results of operations, cash flows or financial
position of the Company.
5. Income Taxes:
The Company accounts for income taxes under Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial reporting for income
taxes. Deferred income tax assets and liabilities are computed annually for
differences between financial statement and tax bases of assets and liabilities
that will result in taxable or deductible amounts in the future, based on
enacted tax laws and rates applicable to the periods in which the differences
are expected to effect taxable income. Valuable allowances are established, when
necessary, to reduce the deferred income tax assets to the amount expected to be
realized.
6. Extraordinary Item:
At March 31, 1996, the Company recorded an extraordinary loss of $310
relating to the early retirement of a $5,000 credit facility. The early
retirement took place as a result of requirements in the merger agreement with
FII (Note 3).
7. Earnings per Share: Statement of Financial Accounting Standards No. 128,
"Earnings per Share" changes the reporting requirements for earnings per share
("EPS") for publicly traded companies by replacing primary EPS with basic EPS
and changing the disclosures associated with this change. The Company is
required to adopt this standard for its December 31, 1997 year-end and is
currently evaluating the impact of this standard.
8. Consolidating Financial Statements: The following unaudited statements
separately show Shared Technologies Fairchild Inc. and the subsidiaries of
Shared Technologies Fairchild Inc. These statements are provided to fulfill SEC
reporting requirements. These subsidiaries are guarantors on the 12 1/4% Senior
Subordinated Notes due 2006.
<PAGE>
Shared Technologies Fairchild Inc.
Eliminating Consolidated
STFTI STFCC STFI Entries STFI
-----------------------------------------------------------------
Assets
Current Assets:
Cash and cash equivalents $2,686 $6 $2,692
Accounts receivable, net 34,047 42 34,089
Inventories 3,082 3,082
Other current assets 2,428 2,428
----------------------------------------------------
Total current assets 42,243 0 48 0 42,291
---------------------------------------------------------
Equipment:
Property & Equipment 99,192 99,192
Accumulated depreciation (31,078) (31,078)
--------------------------------------------------
68,114 0 0 0 68,114
--------------------------------------------------
Other Assets:
Investment in affiliates 41 91,784 82,795 (174,271) 349
Intangible assets 252,505 8,218 260,723
Note Receivable 137,396 (137,396) -
Deferred income taxes -
Other 337 337
- ------------------------------------------------------
252,883 237,398 82,795 (311,667) 261,409
-------------------------------------------------------
Total assets 363,240 237,398 $82,843 (311,667) 371,814
===========================================================
Liabilities and Stockholders' Equity
Current Liabilities:
Current portion of long term debt
14,700 14,700
Accounts payable 19,192 19,192
Accrued expens 7,874 5 7,879
Accrued dividends 361 361
Advanced billings 6,770 6,770
-----------------------------------------------------
Total current liabilities
33,836 14,700 366 0 48,902
-------------------------------------------------------
Long-term debt, less
current portion 137,396 240,435 (137,396) 240,435
--------------------------------------------------------
Redeemable put
warrant 517 517
-----------------------------------------------------------------
Convertible preferred
stock 25,000 25,000
-----------------------------------------------------------
Special preferred stock 14,459 14,459
-----------------------------------------------------------------
Stockholders' equity:
Preferred Stock,
Series C 4 4
Preferred Stock,
Series D 4 4
Common Stock 63 63
Additional paid-in capital 76,193 76,193
Accumulated deficit 25,030 (17,737) (33,763) (7,293) (33,763)
Intercompany 166,978 (166,978) -
----------------------------------------------------
Total stockholders'
equity 192,008 (17,737) 42,501 (174,271) 42,501
----------------------------------------------------------------
Total liabilities and
stockholders'
equity 363,240 237,398 82,843 (311,667) 371,814
===============================================================
total revenue 42,463 4,167 46,630
total cost of
revenue 22,653 22,653
--------------------------------------------------------------
Gross margin 19,810 - 4,167 - 23,977
-------------------------------------------------------
Selling, general &
administrative
expenses 16,776 83 16,859
-----------------------------------------------------------------
Operating Income
3,034 - 4,084 - 7,118
Other income (expense):
Equity in loss of
affiliate (4,411) 4,303 (108)
interest expense,
net (2,935) (4,295) 555 (6,675)
-----------------------------------------------------------------
(2,935) (4,295) (3,856) 4,303 (6,783)
-----------------------------------------------------------------
Income (loss) before
income taxes and extraordinary
item 99 (4,295) 228 4,303 335
Income tax (106) (106)
-------------------------------------------------------------
Income (loss) before
extraordinary
item (7) (4,295) 228 4,303 229
Extraordinary item,
loss on early retirement
of debt - - - - -
----------------------------------------------------------------
Net income (loss) (7) (4,295) 228 4,303 229
Preferred stock
dividends (1,076) (1,076)
--------------------------------------------------------------
Net income (loss)
applicable to
common stock (7) (4,295) (848) 4,303 (847)
===========================================================
<PAGE>
Item 2.
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations:
Three Months Ended March 31, 1997 compared to March 31, 1996
Revenues
STFI's revenues rose to $46.6 million in 1997, an increase of
$28.4 million, or 156.5%, over 1996 revenues of $18.2 million. This increase was
principally due to the full effect of the March 13, 1996 merger with Fairchild
Industries, Inc. ("FII"). Shared Telecommunications Services (STS) revenue
increased $14.4 million, or 108.9%, and Telecommunications Systems (Systems)
revenue increased $14.0 million, or 283.5%, in 1997 over 1996 levels.
Approximately $4.0 million of the increase in the systems revenue was due to the
inclusion of management fees from ICS Communications, Inc. ("ICS") and GE
Capital-Rescom, L.P. ("Rescom"). The Company is operating as the manager of each
of these businesses.
Gross margin
Gross margin increased to 51.4% of revenues for 1997 from 42.6% for 1996.
The change in gross margin was mainly the result of changes in sales mix and the
merger with FII. In addition, the revenues generated from the management
agreements with ICS and Rescom were included in Systems revenue. Since the
associated cost for this revenue of approximately $4 million was in the selling,
general and administrative expense, it had a positive effect on Systems gross
margin. The following table sets forth the components of the Company's overall
gross margin (GM) for the three months ended March 31, 1997 as a factor of sales
percentage and gross margin percentage per line of business:
Overall
Division Sales GM GM
STS 59.3% 52.5% 31.1%
Systems 40.7% 49.8% 20.3%
Company Total 100.0% 51.4%
As shown above, the 1997 gross margin was a mix of STS gross margin of
52.5% and Systems gross margin of 49.8%. In 1996 the Company's gross margin was
a combination of STS gross margin of 51.4% and Systems gross margin of 19.0%.
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses increased $10.1 million
to $16.9 million, due entirely to the merger with FII and the associated
increased headcount, goodwill amortization and other general overhead expenses.
Despite this, SG&A as a percentage of revenue decreased from 37.3% in 1996 to
36.2% in 1997.
Operating income
Operating income increased by $6.2 million to $7.1 million
in 1997 from $.9 million in 1996. The increase was mainly the result of the FII
merger mentioned earlier.
Interest expense
Interest expense net of interest income increased by $5.4 million for the
three months ended March 31, 1997 over the three months ended March 31, 1996.
This was attributable to the addition of approximately $245 million in new debt
on March 13, 1996.
Net income
As a result of the factors listed above, an increase in net income for the three
months ended March 31, 1997 of $.2 million was recorded, compared to a net loss
of $1.6 million for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Due to the merger with FII on March 13, 1996 and
the associated borrowings of $245 million, the Company's liquidity and capital
resources were significantly changed. At March 31, 1997 the Company had $372
million in assets, $255 million in various long and short term debt and capital
lease obligations and $39.5 million in recently issued preferred stock. The
balance sheet at March 31, 1997 showed a working capital deficit of $6.6,
compared to a deficit of $17.5 million at March 31, 1996. As of March 31, 1997
the Company had available for future borrowings approximately $11 million on a
credit facility. Cash provided by operations was $4.7 million for the three
months ended March 31, 1997, compared to $1.5 million for the three months ended
March 31, 1996.
The Company invested $3.3 million in equipment purchases in the quarter
ended March 31, 1997, compared to $.7 million in the quarter ended March 31,
1996. The expenditures were used to grow additional business and sustain the
Company's underlying revenue stream.
Financing activities for the period ended March 31, 1997 involved the
principal payments on the Company's debt of $2.5 million, offset by a $2.0
million take down on the Company's revolver availability.
Cash requirements for 1997 will be significant due to the acquisition of
FII and associated new debt mentioned earlier. The Company anticipates to
continue repaying these borrowings and providing cash for operations and capital
expenditures through cash from operations.
<TABLE>
<CAPTION>
PART II. OTHER INFORMATION
<S> <C>
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
None
(b) Reports on Form 8-K
None.
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
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.
SHARED TECHNOLOGIES FAIRCHILD INC.
By: /s/ Vincent DiVincenzo
Vincent DiVincenzo
Senior Vice President-Finance
and Administration, Treasurer,
Chief Financial Officer
Date: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2692
<SECURITIES> 0
<RECEIVABLES> 34500
<ALLOWANCES> (411)
<INVENTORY> 0
<CURRENT-ASSETS> 42291
<PP&E> 99192
<DEPRECIATION> (31078)
<TOTAL-ASSETS> 371814
<CURRENT-LIABILITIES> 48902
<BONDS> 0
0
8
<COMMON> 63
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 371814
<SALES> 46630
<TOTAL-REVENUES> 46630
<CGS> (22653)
<TOTAL-COSTS> (22653)
<OTHER-EXPENSES> (16859)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (6675)
<INCOME-PRETAX> 335
<INCOME-TAX> (106)
<INCOME-CONTINUING> 229
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 229
<EPS-PRIMARY> (.05)
<EPS-DILUTED> 0
