UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 0-29490
CUSIP Number: 420123101
(Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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: ____________________________
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:
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PART I - REGISTRANT INFORMATION
Hawker Pacific Aerospace
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Full Name of Registrant
Hawker Pacific, Inc.
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Former Name if Applicable
11240 Sherman Way
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Address of Principal Executive Office (Street and Number)
Sun Valley, California 91352-4942
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City, State and Zip Code
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 on Form 10-K will be filed on or before
the fifteenth calendar day following the prescribed due date; and
[x] (c) The accountant's statement or other exhibit required by Rule
12b-24(c) has been attached if applicable.
PART III - NARRATIVE
Registrant's Annual Report on Form 10-K could not be timely filed without
unreasonable effort as a result of three events that occurred during March 1999:
(i) a new chief financial officer was appointed; (ii) the computer which stored
10-K data malfunctioned, rendering much relevant and necessary information
unavailable; and (iii) certain audit issues were not resolved and a final
determination of 1998 results of operations was not completed until the fourth
week of March.
These three reasons caused the final preparation of the Annual Report to be
unavoidably delayed, and our independent accountants were not able to furnish
the required opinion prior to March 31, 1999. Registrant has, however, issued an
earning release on March 25, 1999, reporting on fourth quarter and fiscal year
1998 results of operations. On March 26, 1999, Registrant also conducted a
quarterly teleconference call for interested stakeholders which provided
additional detail on the Company's financial and operating results.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Philip M. Panzera (818) 765-6201
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(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 reports(s) been filed? If answer is
no, identify reports(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 statement to be included in the subject report or portion thereof?
[x] Yes [ ] No
Registrant's results of operations for fiscal year 1998 changed significantly
from the prior year principally as a result of Registrant's purchase of the
British Airways repair facility on February 4, 1998. The acquisition and
development of this United Kingdom subsidiary further increased revenue gains
recorded by Registrant's other operations.
The gross margin percentage for the year decreased primarily as a result of
increased labor, material and overhead costs in the United Kingdom subsidiary,
as compared with the prior year which included only Sun Valley results. Gross
margin was also adversely affected by transitional restructuring costs in the
UK, and a fourth quarter increase to inventory reserves.
Registrant recorded several other material charges during the fourth quarter,
and posted a significant loss for the fiscal year. For additional detail, please
refer to the following Condensed Consolidated Statement of Income.
HAWKER PACIFIC AEROSPACE
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except share and per share amounts)
For the three months For the twelve months
ended December 31, ended December 31,
----------------------- ------------------------
1998 1997 1998 1997
-------- -------- -------- --------
Revenue $17,618 $10,982 $65,151 $41,042
Cost of revenue 17,283 8,347 55,059 31,430
------- -------- -------- --------
Gross profit 335 $2,635 10,092 9,612
Operating expenses 3,401 1,779 9,358 5,897
------- -------- -------- --------
Operating income (loss) (3,066) 856 734 3,715
Interest expense, net 1,141 615 3,493 2,428
Other expenses 241 43 241 32
------- -------- -------- --------
Income (loss) before income tax
and extraordinary item (4,448) 198 (3,000) 1,255
Income tax expense (benefit) (1,425) 75 (1,402) 467
------- -------- -------- --------
Income (loss) before extraordinary item (3,023) 123 (1,598) 788
Refinancing expense, net of tax 600 - 600 -
------- -------- -------- --------
Net income (loss) ($3,622) $123 ($2,198) $788
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Weighted average common shares 5,822,222 3,217,167 5,622,770 3,145,079
Earnings per share, basic and diluted ($0.62) $0.04 ($0.39) $0.25
HAWKER PACIFIC AEROSPACE
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By: /s/Philip M. Panzera
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Vice President
Chief Financial Officer
[LETTERHEAD OF ERNST & YOUNG LLP]
March 31, 1999
Mr. Phil Panzera
Chief Financial Officer
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, CA 91352-4942
Dear Mr. Panzera:
This letter is to confirm to you that our firm is not prepared today to issue
our audit opinion on your December 31, 1998 financial statements, as required in
the Company's Form 10-K. We therefore believe you should file a Form 12b-25 with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
by: James R. Peters
Partner