UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
x Form 10-K or Form 10KSB Form 20-F Form 11-K
Form 10-Q or Form 10QSB Form N-SAR Form N-CSR
For Period Ended: December 31, 2004
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:
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
FLYi, INC.
Full Name of Registrant
____________________________
Former Name if Applicable
45200 Business Court
Address of Principal Executive Office (Street and Number)
Dulles, VA 20166
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)
(a) The reason 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, Form 11-K,
Form N-SAR or Form N-CSR, 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 why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time
period.
On February 22, 2005, the company issued a press release
stating that on February 18, 2005 it successfully
completed a consensual restructuring of its financial
obligations. The restructuring includes agreements with
a majority of the company's aircraft creditors.
Additional information regarding the restructuring is
set forth through Forms 8-K filed with the Securities
and Exchange Commission on February 22, February 23 and
February 25, 2005. As a result of the timing of
completing the restructuring, the resources and
personnel required to complete and document the
restructuring and the effects of the financial
restructuring on the company's financial statements, the
company has not been able to complete the work required
to finalize certain portions of its Form 10-K, including
certain exhibits to be file therewith, by the date of
this filing on Form 12b-25. The company expects to file
the information omitted from its Form 10-K on or before
the fifteenth calendar day following the prescribed due
date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Richard J, Kennedy (703) 650-6000
General Counsel
(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.
As previously reported in its earnings release for the
fourth quarter and year ended December 31, 2004, which
was furnished to the Securities and Exchange Commission
on a Form 8-K on February 27, 2005, the company expects
to report an annual net loss of $192.2 million for 2004
(($4.24) per diluted share) compared to 2003 net income
of $82.8 million ($1.82 per diluted share) in accordance
with Generally Accepted Accounting Principles (GAAP).
The company is in the process of analyzing the
recoverability of its long-lived assets as required by
FASB Statement No. 144, including the impact of the
recently completed restructuring of its aircraft
financing. Such analysis may result in the recordation
of a non-cash impairment charge which would further
increase the net loss for 2004 when the company files
its annual report on Form 10-K. In addition, it is
likely that upon completion of their audit of our
consolidated financial statements, the report of our
independent registered public accounting firm will include
an explanatory paragraph stating that there is substantial
doubt about the Company's ability to continue as a going
concern.
Further quantitative information regarding the changes
anticipated to be reflected in the company's financial
statements is set forth in the preliminary, unaudited
financial statements included in that Form 8-K, which is
incorporated herein in its entirety by reference.
During 2004, the company's wholly-owned subsidiary,
Independence Air, Inc. effected its transformation into
an independent low-fare airline operating as
Independence Air. Beginning in June 2004 and ending in
August 2004, Independence Air transitioned the Canadair
regional jet (CRJ) fleet which had been flying under the
company's United Express code share agreement into the
Independence Air operation, and early retired its
remaining turboprop aircraft that had been used in
United Express operations. In October and November
2004, Independence Air ceased operating the Fairchild
Dornier 328 regional jet (328Jet) fleet as a Delta
Connection carrier and placed the 328Jets into temporary
storage pending the lease assignment of 30 328Jets to
Delta Air Lines. As a result of discontinuing use of
the 328Jets, the Company is now accounting for the
direct operating revenues and expenses of the Delta
Connection Code Share agreement as a discontinued
operation for all periods presented.
In 2004, the Company recorded a loss from continuing
operations of $203.4 million compared to income of $66.6
million for 2003, and $23.6 million for 2002. For 2004,
Independence Air's available seat miles (ASM) from
continuing operations decreased 5.1% with the
termination of the United Express program during the
year. For 2004, the number of total passengers from
continuing operations decreased 15.4% and revenue
passenger miles (RPM) decreased 20.8%, attributable
primarily to lost aircraft availability during the time
the CRJs left United Express service until the time they
began Independence Air service.
The Company's past financial performance and operating
results under United Express and Delta Connection
operations will have no effect and no bearing on the
financial performance or operating results of
Independence Air. The Company expects to incur
operating losses for 2005 and at least the first quarter
of 2006. The extent and duration of such losses depends
upon the ability to market the Independence Air product
as it expands with the Airbus A319 aircraft and to
increase load factor and fares in an extremely
competitive industry environment, as well as on fuel
prices.
FLYi, 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: March 16, 2005 By: /S/
Richard J. Surratt
Title: Executive Vice President,
Treasurer and Chief Financial Officer