SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number000-21391
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: JUNE 30, 1999
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[ ] 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 Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant TURBODYNE TECHNOLOGIES INC.
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
21700 OXNARD STREET, SUITE 1550
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City, State and Zip Code WOODLAND HILLS, CALIFORNIA 91367
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PART II. RULE 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 appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company has not been able to complete the compilation of the requisite
financial data and other narrative information necessary to enable it to have
sufficient time to complete the Company's Quarterly Report on Form 10-Q by
August 16, 1999, the required filing date, without unreasonable effort and
expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
KHAL KADER 818 593-2282
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 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 the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from 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.
In addition to the information provided in Exhibit 99.1, on July 21,
1999, the Company received a notice from the bank informing the Company that it
was in default under its credit facility. As a result of the default, the bank
informed the Company that all indebtedness of the Company to the bank under the
terms of the loan agreements was immediately due and payable. Subsequent to this
event, the Company has been in discussions with the bank. As of August 13, 1999,
the bank has not demanded payment on the loans. However, pursuant to the loan
agreements with the Company, the bank reserves the right without further notice
to the Company to take such action at any time as it deems necessary and
advisable to recover payment in full, including, without limitation, foreclosure
of all liens and security interests arising under the loan agreements and
exercising its other rights and other remedies. Failure to exercise such rights
does not constitute a waiver of the default described above or of the bank's
right to exercise such
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rights at a future date. There can be no assurance that the bank will not
exercise all of its rights under the loan agreements. Accordingly, the entire
loan balance outstanding under the loan agreements ($11,915,000) has been
classified as current debt as of June 30, 1999.
TURBODYNE TECHNOLOGIES INC.
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date AUGUST 16, 1999 By /s/ KHAL KADER
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Name: Khal Kader
Title: Chief Financial Officer
EXHIBIT 99.1
COMPANY ANNOUNCEMENT: TURBODYNE REPORTS HALF YEAR AND SECOND QUARTER PRELIMINARY
RESULTS FOR PERIODS ENDED JUNE 30, 1999
Woodland Hills, CA - August 5, 1999 - Turbodyne Technologies Inc. (EASDAQ:TRBD)
today reported preliminary results for the half year and the second quarter
ended June 30, 1999.
Revenues for the half year ended June 30, 1999 increased to $30,252,000,
compared to $20,750,000 for the same period of 1998, an increase of 46% over the
first half of 1998. Revenues in the Light Metals Division were $29,824,000,
compared to $20,374,000 in the first half of 1998. Revenues in the Engine
Technology Division were $428,000, an increase of 14%, compared to the first
half of 1998.
Net loss for the first half of 1999 was approximately $6,823,000, a decrease of
$946,000, or 12%, compared to $7,769,000 in the first half of 1998. Loss per
share for the first half of 1999 was 18 cents, compared to a loss of 23 cents
per share for the same period in 1998, a decrease of 22%. The fully diluted
weighted average shares outstanding for the first half of 1999 were 37,933,000,
compared to 33,704,000 a year ago.
Revenues for the quarter ended June 30, 1999 increased to $16,180,000, compared
to $11,024,000 for the same period of 1998, an increase of $5,156,000, or 47%,
over the second quarter of 1998.
Net loss for the second quarter was approximately $3,339,000, a decrease of
approximately $412,000, or 11%, compared to $3,751,000 in the second quarter of
1998. Loss per share for the second quarter of 1999 was 9 cents, compared to a
loss of 11 cents per share for the same period in 1998, a decrease of 18%. The
fully diluted weighted average shares outstanding for the quarter were
38,906,000, compared to 34,736,000 a year ago. This decrease of loss was reached
in spite of severance costs payable, part of the Company's cost reduction
program, as indicated in the Q1 report (see press release dated April 23, 1999).
The lower than expected revenues generated by the Engine Technology Division in
the first quarter of 1999 were well caught up upon in the second quarter,
surpassing the first half of 1998 by 14%. It is management's intention to
further develop the marketing efforts of the Engine Technology Division in order
to generate a substantial contribution to the Company's balance sheet by that
division. This strategy is implemented domestically by Turbodyne's national
salesteam and, internationally, by Turbodyne International (see press release
dated July 7, 1999). Turbodyne's management is strongly committed to increasing,
through these two channels, the revenues generated by the Engine Technology
Division.
Prof. Dr.-Ing. Peter Hofbauer, Turbodyne's new CEO, stated, "The development of
Turbodyne Technologies in the second quarter and overall in the first half of
1999 shows a reassuring trend that the company is pursuing its corporate goals
in a very focused manner.
The relocation of our Light Metals Division is substantially complete. This
strategic move is reflected in increasing revenues in that division. We were
able to expand our contractual obligations to our different customers due to the
now available increased capacity.
Turbodyne's exclusive licensing and joint development agreements with
AlliedSignal are being implemented in an accelerated mode for first prototype
Dynachargera models in engine specific design to be manufactured, tested and
shipped to various interested OEMs for their development programs."
Turbodyne Systems, the Engine and Pollution Technology Division of Turbodyne,
designs, develops, manufactures and markets patented pollution-reduction, fuel
economy and performance enhancing products for internal combustion engines in
the automotive, construction, marine, mining and military industries.
Turbodyne's Light Metals
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Division is a manufacturer of machined aluminum castings and a supplier to the
automotive industry.
Turbodyne Technologies Inc. maintains offices and/or plants located in
Carpinteria, La Mirada, Encinitas and Woodland Hills, California; New York;
Ensenada and Mexico City, Mexico; London, England; Paris France; and Frankfurt,
Germany.
With the exception of the historical information contained in this news release,
the matters discussed above include forward-looking statements that involve
risks and uncertainties. Actual results may vary substantially as a result of a
variety of factors. Among the important factors that could cause actual results
to differ are the ability of the Company to increase revenues and gross profit
margins, the level of selling, as well as research and development costs to
finalize the development for mass production, the effects of competition, the
effects of the Company's recent cost reduction measures, the results of pending
litigation and the successful implementation of the revised business plan. The
failure of any of these factors could cause actual results to differ materially
from the forward-looking statements discussed above.
Turbodyne's World Wide Web address is: WWW.TURBODYNE.COM.
Contacts:
Corporate Communications: Peter Weichselbraun, (800) 566- 1130
Investor Relations: Mark White, (800) 350-2031
European Business Development: Markus Kumbrink, +49-69-975-44-655
