SECURITIES AND EXCHANGE SYSTEM
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-22271
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: DECEMBER 31, 1997
|_| Transition Report on Form 10-K |_| Transition Report on From 10-Q |_|
|_| Transition Report on Form 20-K |_| 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 CFI MORTGAGE INC.
Former name if applicable
580 VILLAGE BOULEVARD, SUITE 120
Address of principal executive office (STREET AND NUMBER)
WEST PALM BEACH, FLORIDA 33409
City, state and zip code
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 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, 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 quartile 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 could not complete the 10-KSB due to the fact that it is in
negotiation with certain lenders regarding the Company's credit facilities. The
negotiations should be completed in a time frame which should allow for filing
by the end of business on Tuesday, April 7, 1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this
notification.
CHRISTOPHER C. CASTORO (561) 687-1595
(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 the answer is no,
identify reports(s).
/x/ Yes / / No
(3) It is 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.
The Form 10-KSB for the Company is expected to show a loss on operations of
$5,392,501, or ($3.02) per share on revenues of approximately $8,267,264 for the
year ended December 31, 1997. This compares with a profit of $311,226 on
revenues of $7,857,668 of 1996. The Company was privately held until the
completion of its initial public offering in May 1997. Therefore, the proforma
per share data for 1996 was $0.17.
The 1997 results were influenced by increased costs associated with the
expansion of its production facilities and the creation of an infrastructure
which can adequately support the increased production. The results were also
impacted by the timing of loan sales which affected the recognition of income.
At December 31, 1997, the Company held approximately $36,000,000 in mortgage
loans held for sale as well as approximately $19,000,000 in loans sold under
repurchase arrangements where the company will record additional earnings upon
sale to permanent investors.
CFI MORTGAGE INC
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized
Date MARCH 31, 1998 By: /S/ CHRISTOPHER C. CASTORO
Christopher C. Castoro
Chief Executive Officer
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 of the General Rules and
Regulations under the Securities 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, DC 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 the 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 restate 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
Registration S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
Exhibit 1
EXHIBIT TO FORM 12B-25
Grant Thornton LLP hereby states that they are unable to furnish the audit
report on the consolidated financial statements of CFI Mortgage, Inc. for the
fiscal year ended December 31, 1997 because they have not yet received all of
the information required to be able to give their report. This statement may be
filed as an Exhibit to the Form 12b-25 Notification of Late Filings of CFI
Mortgage, Inc.
Dated: March 31, 1998
/s/ Grant Thornton LLP
Grant Thornton LLP
