SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 0-21391
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] Form 10-K [x] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:___________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
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 item(s) to which the notification relates:______________________
PART I
REGISTRANT INFORMATION
Full name of registrant - Turbodyne Technologies Inc.
Former name if applicable
Address of principal executive office (STREET AND NUMBER)
Suite 510, 1090 West Pender Street
City, state and zip code Vancouver, British Columbia, Canada V6E 2N7
PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable
| effort or expense;
[x] | (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 filed 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, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed item period. (Attach extra sheets if needed.)
Registrant has experienced delays in compiling all of the narrative
information necessary to complete the preparation of its Annual Report
on Form 20-F.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Leon Nowek 818 593-2282
----------------- ---------- -----------------
(Name) (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
form 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.
See Exhibit 99.1 attached hereto
- -----------------------------------------------------------------------------
TURBODYNE TECHNOLOGIES INC.
---------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 30, 1998 By /s/ Leon Nowek
------------------ ------------------------------------------------
Leon Nowek, Vice-Chairman and Director
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not relate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (S 232.201 or S 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (S 232.13(b) of this chapter).
<PAGE>
EXHIBIT 99.1
------------
DATELINE: WOODLAND HILLS, Ca., May 14 WOODLAND HILLS, Ca., May 14 Turbodyne
Technologies Inc.
(NASDAQ:TRBDF, EASDAQ:TRBD) today reported its financial results for the year
ended December 31, 1997 under US Generally Accepted Accounting Principles
(GAAP), which had previously been released in preliminary form reported under
Canadian GAAP.
The company posted revenues of $ 39.2 million, a 181 percent increase
compared to revenues of $ 13.9 million for 1996. The net loss for the year was
$ 13.2 million, or 50 cents a share, compared to a net loss of $ 5.5 million,
or 27 cents a share, for 1996.
"The revenues the company reported for 1997 were almost exclusively
derived from our light metals division," said John Singleton, Turbodyne's Chief
Operating Officer and CFO. "The increase in revenues is largely attributable
to including in the company's 1997 financial results the results of operations
of the light metals division for the company's full fiscal year, as compared to
a six month period in 1996. The increase also results from about a 10 percent
growth in that business."
"The increase in the company's loss for the year is due to the ramp-up of
production facilities for Turbodyne's pollution-control & engine performance
technology, later stage research and development of the technology, and the
costs associated with the various testing programs we were, or are currently,
engaged in around the world," Singleton continued. "We also had significant
costs associated with the expansion of our facilities in Ensenada, Mexico,
which was necessary for both the pending Turbopac(TM) production we expect this
year and growth of the light metals division."
For the year-end audit, Turbodyne changed from Canadian GAAP to US GAAP
due to its pending domicile move to the United States. This accounting change
resulted in the reclassification of $ 6.6 million in research and development
to an expense from a capitalized line item, thereby reflecting higher expenses,
which resulted in an increase in the reported loss for 1997. The net loss
reflects, as previously announced, one time non-operating adjustments as
required by the change from Canadian to US GAAP. This audit was the first audit
completed for Turbodyne by its new accounting firm KPMG Peat Marwick LLP, in
Los Angeles, CA.
Turbodyne's balance sheet has strengthened from a year ago with about a
$ 3.5 million increase in current assets, an increase in working capital to
$ 8.5 million from $ 7.2 million, and the ratio of current assets to current
liabilities is 2:1.
Turbodyne's executive management believes the outlook for 1998 remains
strong as the company rolls out its breakthrough technology on a global scale.
After receiving official EPA certification, the company began shipping
Turbopacs(TM) through its purchase order agreement with Detroit Diesel Corp.
for the EPA's Urban Bus Retrofit/Rebuild program. The company also recently
began testing Turbopacs(TM) on public transit buses in France, as well received
approval to install units in a pilot program for Ralphs Grocery Company's
diesel truck fleet in California.
"Management also expects to see significant growth from the light metals
division in 1998," Singleton said. "This division is experiencing rapid growth,
mainly due to the increase in the Mexican content laws for auto makers with
existing facilities in Mexico. This division's backlog currently stands at
$ 115 million."
Turbodyne Systems, the high technology division of Turbodyne,
manufactures, designs, markets and develops patented pollution-reduction, fuel
economy and performance enhancing technology for internal combustion engines in
the automotive, transportation, construction, marine, agriculture, mining,
military and power generation industries. Turbodyne's light metals division is
a manufacturer of machined aluminum castings and a leading supplier to the
automotive industry.
Offices and plants are located in Carpinteria, La Mirada, Encinitas and
Woodland Hills, CA; Ensenada and Mexico City, Mexico; Northants, England;
Frankfurt, Germany; Vancouver, Canada; and Paris, France.
TURBODYNE TECHNOLOGIES INC.
"John P. Singleton"
- -----------------------------
John P. Singleton
Chief Operating Officer & CFO
Turbodyne's world wide web address is: http://www.turbodyne.com
Except for the historical information contained in this news release, the
matters discussed herein include forward-looking statements that involve risks
and uncertainties. Among the important factors that could cause actual results
to differ from those indicated in the forward-looking statements are: the
availability and acceptance of the Turbodyne products; the impact of
competitive products and pricing; the performance by the company under existing
purchase contracts and the ability to obtain new contracts; the ability of the
company to contain expenses, conditions within the global automotive market,
general economic conditions and political changes both domestically and
overseas.
TURBODYNE TECHNOLOGIES INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 1997 and 1996
1997 1996
-------------- -------------
Net Sales $ 39,165,000 13,944,000
Cost of goods sold 32,326,000 12,101,000
-------------- -------------
Gross profit 6,839,000 1,843,000
Selling, research, general and
administrative expenses 18,982,000 7,781,000
-------------- -------------
Loss from operations (12,143,000) (5,938,000)
Other expense (income):
Interest expense, net 770,000 360,000
Other, net 66,000 (315,000)
-------------- -------------
Loss before income taxes (12,979,000) 5,938,000)
Income tax expense (benefit) 206,000 (420,000)
Net Loss $ (13,185,000) (5,563,000)
============== =============
Net loss per common share:
Basic loss per share $ (.50) (.27)
Diluted loss per share (.50) (.27)
Weighted average shares used for basic
and diluted loss per share 26,835 000 20,791,000
============== =============
TURBODYNE TECHNOLOGIES INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
December 31, 1997 and 1996
1997 1996
-------------- -------------
Assets
Current Assets $ 17,391,000 13,488,000
Property and equipment,
at cost, net 18,122,000 11,290,000
Goodwill, net 13,740,000 14,528,000
Other assets 473,000 135,000
-------------- -------------
$ 49,726,000 39,441,000
Liabilities
Current Liabilities $ 8,861,000 6,462,000
Long-term debt 8,155,000 4,095,000
Obligations under capital
leases, less current maturity 1,867,000 1,170,000
-------------- -------------
18,883,000 11,727,000
Stockholders' equity
Class A pref. stock, no par value.
Auth. 100,000,000 shares,
none issued. -- --
Class B pref. stock, no par value.
Auth. 100,000,000 shares,
none issued. -- --
Preferred stock, no par value.
Auth. and issued 10,000 Series One
Class A, 7% cumulative convertible 9,604,000 --
Common stock, no par value.
Auth. 100,000,000 shares; issued
and outstanding 29,961,612 shares
in 1997 and 23,580,098 shares in 1996 -- --
Additional paid-in capital 45,290,000 22,599,000
Special Warrants -- 16,007,000
Cumulative currency translation adj. 22,000 (204,000)
Accumulated deficit (24,073,000) (10,688,000)
Total Stockholders' Equity 30,843,000 27,714,000
-------------- -------------
$ 42,726,000 39,441,000
============== =============
