UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-15362
CUSIP NUMBER
204 805 501
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: April 30, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) 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
COMPUFLIGHT, INC.
Full Name of Registrant
Former Name if Applicable
99 Seaview Boulevard
Address of Principal Executive Office (Street and Number)
Port Washington, New York 11050
City, State and Zip Code
<PAGE>
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)
[X] (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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company was unable to file its Annual Report on Form 10-QSB for the
fiscal quarter ended April 30, 1997 within the prescribed time period due to
delays incurred in seeking to determine the financial effect of the
consolidation of its United States and Canadian operations into one facility.
Based on these delays, the Company has not yet been able to complete its
financial statements for the quarter ended April 30, 1997 and, accordingly, has
been unable to finalize the preparation and review of its Form 10-QSB. The
attached preliminary financial statements reflect a restructuring charge arising
out of the consolidation.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Fred Skolnik, Esq. (516) 296-7048
(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
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.
<PAGE>
Compuflight, Inc. (File No. 0-15362)
Attachment to Notification of Late
Filing on Form 12b-25
STATEMENT REQUIRED BY PART IV, ITEM 3
The following table sets forth the estimated comparative results of
operations for the six months ended April 30, 1997 and 1996, and the three
months ended April 30, 1997 and 1996 (all statements unaudited):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Six months Six months Three Three
ended April ended April months months
30, 1997 30, 1996 ended April ended April
30, 1997 30, 1996
Revenue
Service fees $ 1,358,595 $1,669,052 $685,914 $831,940
Hardware, software and license sales -- 27,368 10,659
----------- ----------- --------- -------
1,358,595 1,696,420 685,914 842,599
----------- ----------- --------- -------
Expenses
Operating 1,010,665 990,425 504,909 498,515
Research and development 150,305 219,068 81,972 120,627
Selling, general and administrative 457,803 501,319 220,678 245,393
Depreciation 81,312 66,089 42,032 33,171
----------- ----------- --------- --------
1,700,085 1,776,901 849,591 897,706
----------- ----------- --------- --------
Operating Loss (341,490) (80,481) (163,677) (55,107)
Other Income (expense)
Interest income 29,064 30,897 13,847 15,564
Interest expense (related parties) (24,117) (21,265) (13,419) (13,318)
Interest expense (other) (26,644) (25,935) (21,796) (9,292)
Office relocation expenses (63,463) -- (2,509) --
Realized foreign exchange loss (2,804) 6,759 (288) 10,339
Restructuring costs (42,741) -- (42,741) --
<PAGE>
Six months Six months Three Three
ended April ended April months ended months ended
30, 1997 30, 1996 April 30, 1997 April 30, 1996
Scientific research and experimental 111,172 118,077 60,651 65,051
development investment tax credits
Other -- 2,707 -- 6
----------- --------- ------------- ------------
Net (loss) earnings $ (361,023) 30,759 $(169,932) $ 13,243
- ---------------------------------------------------- ------------------- --------- ------------- -------------
Discussion of Material Variances:
Revenue
Revenue has decreased approximately $338,000, or approximately 20%. This
decrease is primarily attributable to the completion of a joint software
development contract with a large airline customer in June, 1996, resulting in a
decline of approximately $170,000. Furthermore, revenue for the six months ended
April 30, 1996 included approximately $106,000 from a teaming arrangement with a
U.S. systems integrator which was completed in 1996.
Costs and Expenses
Operating expenses have increased approximately $20,000, or approximately 2%.
This change is primarily attributable to an increase in rent expense of
approximately $30,000, an increase in subcontracting expenses of approximately
$9,000 and a net decrease in other operating expenses of approximately $19,000.
Research and development expenses have decreased approximately $69,000, or
approximately 31% as a result of the Company entering an analysis and design
phase of new product development.
Selling, general and administrative expenses decreased approximately $43,000, or
approximately 9%. This change is primarily attributable to decreases in
consulting expenses of $24,000, travel costs of approximately $27,000 and a net
increase in other expenses of approximately $23,000. Also included in selling,
general and administrative expenses is a charge of $15,000 related to an out-of-
court settlement related to a former airline customer who filed for bankruptcy.
Other Income (expense)
The Company recorded a loss of approximately $3,000 on realized foreign exchange
transactions for the six months ended April 30, 1997. Gains and losses in
foreign exchange are attributable to the difference in rates between the
transaction date and the settlement date and cannot be readily compared between
periods.
<PAGE>
The Company has claimed scientific research and experimental development credits
of approximately $111,000 in the six months ended April 30, 1997 compared to
approximately $118,000 for the six months ended April 30, 1996. The decrease is
due primarily to a decrease in research and development expenditures as noted
above, which are eligible for the credit.
The Company has segregated office relocation expenses related to the move of its
operations and administrative center to larger premises in Waterloo, Ontario,
Canada. These costs include, among other items, the cost of contract management
for the construction phase and the successful transfer of the Company's
communication and computer networks.
The Company also has segregated costs related to its restructuring plan which
commenced in February 1997.
Net (loss) Earnings
The unaudited consolidated financial statements reflect a net loss of
approximately $361,000 for the six months ended April 30, 1997 compared to net
earnings of approximately $31,000 for the six months ended April 30, 1996. The
change is due to the decline in revenues and the costs of both the office
relocation and the restructuring effort and is offset by a decline in total
costs and expenses.
</TABLE>
<PAGE>
COMPUFLIGHT, 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 June 17, 1997 By: /s/ Rainer Vietze
Rainer Vietze
Chief Accounting 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)
<PAGE>
