Banner Aerospace, Inc. Business Information, Profile, and History

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History of Banner Aerospace, Inc.

Banner Aerospace, Inc. overhauls and distributes rotable aircraft parts--components that are meant to be recycled. Its products include flight data recorders, avionics, and defense and space equipment. Banner sells its products to commercial airlines, air cargo carriers, original equipment manufacturers, and other distributors. About one-third of its sales are made internationally. The company had kept a low profile until the mid-1980s, when Jeffrey J. Steiner assumed control and began using it as an investment and takeover vehicle. In the latter half of that decade, Banner's rapid-fire, junk-bond-financed acquisitions earned it a reputation as 'the KKR (Kohlberg, Kravis, Roberts and Co.) of public companies.' Banner focused on its core businesses after its circle of finance collapsed with the aviation industry slowdown of the early 1990s.

Origins

Although Banner Aerospace is legally a successor to Burbank Aircraft Supply, Inc., its history can more accurately be traced through Banner Industries, Inc.. According to Moody's Industrial Manual, the original Banner Hardware Jobbing Co. was incorporated in 1956. Its name was abbreviated to Banner Industries in 1960, and the firm was reincorporated in 1970 under that name. Samuel J. Krasney is credited with saving Banner Industries from bankruptcy in 1968 and slowly building the Cleveland company into a major player in the secondary aerospace parts industry. While Krasney planned to grow through acquisition, many of his early purchases proved to be missteps. Patterson Industries, Inc. was acquired in 1968 and divested in 1973; Misceramic Tile, Inc. was bought in 1969 and sold four years later; and Advance Foundry was purchased in 1969 and sold in 1975.

Success in the 1970s

The 1970s brought better fortunes. The 1972 acquisition of Thompson Aircraft Tire Corp. established Banner as the exclusive distributor of Japanese-made Bridgestone aircraft tires. By the mid-1980s, tires and retreads contributed one-fifth of the company's annual sales, and Thompson ranked as the largest independent retreader of aircraft tires in the world. In 1973 Banner bought Burbank Aircraft Supply, Inc., a subsidiary that would grow to become the group's largest revenue generator. The California-based company ranked as one of the most important distributors of aircraft fasteners, fittings, and electrical components in the global aircraft industry. Krasney's methodical acquisition strategy proved successful, and the group ended the 1970s with record earnings.

During the early 1980s, forays into manufacturing and trucking proved poorly timed. The company's trucking subsidiary, Lee Way Holding Co., fell into Chapter 11 bankruptcy in 1985. This transport company had been formed through the 1977 merger of the newly acquired Lovelace Truck Service, Inc. with Commercial Motor Freight, Inc. (acquired in 1969). The deregulation of the interstate trucking industry was cited as the cause of the subsidiary's failure. Throughout the early 1980s, the $100 million company was unable to surpass 1979's earnings record of $5 million. In 1982, Banner dipped into the red, and Thomas Jaffe of Forbes speculated that Banner's difficulties made it a prime takeover candidate.

The company's financial difficulties also took a heavy toll on CEO Krasney. After three rounds of heart surgery, Krasney decided to rid himself of the problematic company. He reduced his stake in Banner from 38 percent to 28 percent in 1983 with the sale of 400,000 shares to the venture capital fund Warburg, Pincus Capital Corp. Although he still remained active in the company, Krasney sold most of his remaining interest in Banner two years later to Jeffrey J. Steiner for $15 million. Steiner also picked up Warburg, Pincus's shares, raising his stake to 39 percent by mid-1988.

A Raider Takes Over in 1985

Steiner brought a cosmopolitan air to Banner. Born in Austria, he spoke four languages and maintained residences in London, Paris, St. Tropez, Palm Beach, and New York. As a child during World War II, Steiner had fled with his Jewish father and Turkish mother from Austria to his mother's homeland. He later earned a degree in textile engineering from Britain's Bradford Institute of Technology. After graduation, he planned to work in the United States for one year, then go home to his family's textile business. Plans changed when the young sales trainee at Texas Instruments quickly advanced through the corporate ranks to become president of subsidiaries in France, Mexico, and Switzerland. By the time he was 25, Steiner had earned a position on Texas Instruments' management committee.

After ten years at Texas Instruments, Steiner returned to Europe to found Cedec S.A., a turnkey engineering firm headquartered in Paris. Steiner began dabbling in investing on the side, concentrating primarily on the European energy market in the 1970s. Then, in 1981, he decided to cash out of Europe and try his hand at the American investment scene. Banner proved to be the opportunity he was looking for.

As chairman and CEO, Steiner oversaw financing and acquisition planning from his Manhattan office, while Krasney continued to make a significant contribution to Banner's day-to-day activities as vice-chairman and chief operating officer in Cleveland. A hard-working risk-taker, Steiner took his cues from corporate raiders like Carl Icahn and Nelson Peltz. In partnership with Icahn in the early 1980s, Steiner amassed stakes in Marshall Field, Uniroyal Co., and Phillips Petroleum Co. According to Business Week, Steiner hoped his Banner Industries would grow like 'Peltz's Triangle Industries Inc., which [had] built a $3 billion empire using Drexel financing to buy old-line industrials it then tries to fix up.' Through Banner, Steiner began, in the words of Robert McGough of Financial World, to 'trade subsidiaries like a stockbroker with a blind account.'

Steiner, who was elected chairman and chief executive officer late in 1985, acquired Solair Inc., a broad-based aircraft equipment supplier with about $10 million in annual sales, by the end of 1986. The new leader took Banner into the world of junk-bond financing in 1987 with the acquisition of Rexnord Automation Inc., a diversified manufacturer of oil pipeline and refining equipment, water pollution control systems, and aerospace fasteners. The total $825 million price tag dwarfed Banner's $149 million annual sales, but Drexel Burnham Lambert prepared a successful financing package. Krasney candidly acknowledged to Crain's Cleveland Business that he 'never in a thousand years would have done something this big.'

Within less than two years, Steiner liquidated $825 million worth of Rexnord's assets, including the subsidiary's research and development operations, Bellofram Corp., Mathews Conveyor Co., Railway Maintenance Equipment Co., and Fairfield Manufacturing Co. in order to meet Banner's $3.2 million monthly interest charges. Steiner also cut a deal with former employer Texas Instruments Inc. for the divestment of Rexnord Automation Inc., raising $65 million with this transaction alone. The sales recouped Rexnord's purchase price, yet allowed Banner to retain 40 percent of Rexnord's earning power. Steiner characterized his strategy to Financial World as 'a combination of industrial restructuring and LBOs.'

The acquisitions spree powered a 39 percent growth rate from 1984 to 1989, ranking Banner among Fortune's 25 fastest-growing companies. By 1989, Steiner increased Banner's net worth fourfold to $160 million and the firm had amassed more than $1 billion in assets. Annual sales volume tripled from $128 million in 1985 to $433 million in 1989, and net income multiplied to about $50 million. Although $525 million in debt was retired during the period, the company was still highly leveraged, with about $620 million in outstanding junk bonds.

Instead of using Banner's cash flow to settle these obligations, Steiner continued to leverage the company's borrowing power to finance new deals. Banner acquired Indianapolis-based rival PT Components late in 1988 for an estimated $175 million cash. Steiner merged the formerly privately held PT Components--one of the leading manufacturers of power transmission parts in the United States--with Rexnord's mechanical power division and sold about 60 percent of the resulting Rexnord Corp.'s shares to outside investors.

Joining Fairchild in 1989

Banner acted as white knight to Fairchild Industries in 1989 when it rescued the company from a year-long hostile assault from the Carlyle Group, a Washington, D.C., merchant bank. The $265 million cash transaction increased Banner's consolidated annual revenues by more than 100 percent to almost $1 billion. The merged companies underwent a complicated reshuffling in the ensuing months. Banner Industries and Fairchild were united under the name the Fairchild Corporation in 1990. Although Fairchild was the larger of the two, the 'new' Fairchild was legally considered a successor to Banner Industries.

Throughout all of the mergers, the Banner name was not retired: Steiner reorganized Banner Industries' Aerospace Distribution Group as Banner Aerospace, Inc. in 1990. This 'new' company's legal predecessor and primary subsidiary was Burbank Aircraft Supply. Samuel J. Krasney was named Banner Aerospace's CEO, president, and chairman.

The Fairchild deal became the capstone of a precarious pyramid of leverage that began to crumble in the early 1990s. Defense cutbacks, increased competition, and general economic difficulties depressed the aviation industry. The downturn cut into cash flow when both Banner and Fairchild needed it most. By late 1990, Banner/Fairchild's cash flow barely covered its expenses. In August 1990 Fairchild sold about 53 percent of Banner Aerospace's equity to outside investors. Fairchild divested other subsidiaries to raise the funds needed to meet its debt payments.

Banner Aerospace's sales and earnings increased from $218.59 million and $15.98 million in 1990 to $264.44 million and $19.03 million in 1991, but began to decline in 1992. Sales declined to $205.12 million by 1994 and Banner lost a total earnings of $14.84 million in 1993 and 1994. The closure of two subsidiaries--Banner Aeronautical Corp. and Aero International Inc.&mdashcounted for $11 million of that deficit. Banner also blamed intense price competition for its red ink.

After a quarter-century with Banner in Cleveland, Samuel Krasney retired in September 1993. The firm's 17-person headquarters was moved to Chantilly, Virginia, and Krasney was succeeded by Jeffrey Steiner, who engineered a quick turnaround in 1994. Banner squeaked out of its losing position with a $475,000 profit and an optimistic outlook in fiscal 1995.

Focusing in the Mid-1990s

As part of its comeback, Banner began to focus on rotables, and divested non-core businesses. It sold Austin Jet Corp. and AJ Aerospace Services Inc. to an outside investor in January 1995. It also sold Barcel Wire & Cable Corp. to that unit's CEO. To reduce costs, Burbank Aircraft Supply's warehouse and distribution operations were relocated to Salt Lake City beginning in late 1995. Boosted by a strong fourth quarter performance, Banner was able to report a 29 percent sales increase in the 1996 fiscal year; net income was $1.6 million on revenues of $287.9 million.

Banner acquired Harco, Inc., a precision fasteners distributor based in El Segundo, California, with annual sales of about $30 million, from The Fairchild Corporation in March 1996 for about $27 million in stock. This brought Fairchild's holding in Banner from 47 percent to 58 percent. After the acquisition, Harco's president, Tucker Nason, was named CEO of Banner's largest subsidiary, Burbank Aircraft Supply, Inc..

Nine months after buying Harco, Banner added another fastener distributor to its portfolio. St. Louis-based P.B. Herndon Company had annual sales of $20 million when it was acquired in January 1997. The next month, Banner announced a rights offering to raise $28 million for debt reduction and future acquisitions. At the same time, Banner was acquiring another Fairchild subsidiary, the Scandinavian Bellyloading Company. This $2 million business specialized in on-board cargo loading systems for narrow-body airliners.

Strategic acquisitions and recovery of the aviation industry helped lift Banner's earnings by 375 percent in the 1997 fiscal year. Net income was $7.5 million on sales of $389.1 million, about a third of which were derived overseas. Long-term contracts with several major airlines were credited with improving profits internally.

Banner sold its Hardware Group and PacAero chemicals unit to AlliedSignal in January 1998. The New Jersey-based maker of components for the automotive and aerospace industries gave Banner $345 million worth of stock for the units, which extended its aircraft parts line. Banner planned to spend half the money to reduce debt. AlliedSignal expected annual revenues of $250 million from the acquisitions&mdash≡ual to what Banner expected from its own remaining units.

The divestment left Banner Aerospace with rotables and engine groups. The sale of its Hardware Group pushed income for the 1998 fiscal year to $81.5 million; sales for the year were $420.3 million. Another significant divestment was announced in December 1998: Solair Inc. was being acquired by Kellstrom Industries, a reseller of aircraft and engines. It had accounted for 30 percent of Banner's revenues; Kellstrom, which had annual sales of about $180 million, agreed to pay about $60 million for Solair, which manufactured coffee makers as well as landing gear.

By the late 1990s, Fairchild's shareholding in Banner Aerospace had risen to 85 percent. On December 3, 1998, a merger of the two companies was announced. They both already shared the same CEO and chairman: Jeffrey J. Steiner. Fairchild formally acquired the outstanding stock on April 8, 1999.

Principal Subsidiaries: DAC International, Inc.; Georgetown Jet Center, Inc.; Matrix Aviation, Inc.; NASAM, Inc.; Professional Aircraft Accessories, Inc.; Professional Aviation Associates, Inc.

Principal Divisions: Avionics; Rotables; Repair and Overhaul; Defense and Space.

Principal Competitors: Air Ground Equipment Services; Duncan Aviation; Honeywell; Litton; Rockwell Collins; Stevens Aviation.

Chronology

• Key Dates:

• 1968: Samuel J. Krasney saves Banner Industries, Inc. from bankruptcy.
• 1973: Banner buys Burbank Aircraft Inc.
• 1982: Trucking industry troubles dip Banner into red ink.
• 1985: Jeffrey J. Steiner takes control of Banner Industries, using it as a vehicle for leveraged buyouts.
• 1990: Banner's aerospace division restructured as a subsidiary of The Fairchild Corporation.
• 1994: Steiner engineers a turnaround at Banner Aerospace, Inc.
• 1999: The Fairchild Corporation buys Banner Aerospace's remaining shares.