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SEC FILE NUMBER
0-21976
CUSIP NUMBER
34407T104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
Form 10-K Form 20-F Form 11-K
x Form 10-Q Form 10-D Form N-SAR Form N-CSR
For Period Ended: March 31, 2005
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
subject distribution report on Form 10-D, 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, 10-D, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed
time period.
In February 2005, the company agreed to the terms of an
extensive, 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 in Forms 8-K filed with the Securities and
Exchange Commission on February 22, February 23 and
February 25, 2005. As a result of the resources and
personnel required to complete and document the
restructuring, which was negotiated over a period of
more than three months, and the effects of the financial
restructuring on the company's financial statements, the
company has not been able to complete its analysis and
review of accounting for the restructuring and related
work required to finalize its Form 10-Q, including
certain exhibits to be filed therewith, by the
prescribed filing date for the company's Form 10-Q. The
company expects to file its Form 10-Q on or before the
fifth 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, General (703) 650-6000
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 the company's press release
for the first quarter ended March 31, 2005, which was
furnished to the Securities and Exchange Commission on a
Form 8-K on May 6, 2005, the company expects to report a
quarterly net loss of $105.0 million for the first
quarter of 2005 (($2.28) per diluted share) compared to
net income for the first quarter of 2004 of $3.6 million
($0.08 per diluted share). The company agreed to the
terms of an extensive restructuring of its debt
obligations in the first quarter 2005 and is in the
process of finalizing its analysis and review of
accounting for the restructuring. That analysis may
result in changes which could further increase the net
loss and reduce shareholder equity for first quarter
2005 when the company files its first quarter report on
form 10-Q.
Further quantitative information regarding the company's
first quarter 2005 financial and operating results and
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.
The changes in the company's results of operations over
the corresponding period for 2004 reflect the fact that
during 2004 the company's wholly-owned subsidiary,
Independence Air, Inc. effected its transformation into
an independent low-fair 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 fee-per-departure code share agreement
with UAL Inc. - 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, the company's subsidiary ceased
operating Fairchild Dornier 328 regional jet aircraft
(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, which
assignment was completed on March 21, 2005. As a result
of discontinuing use of the 328Jets and termination of
the company's Delta Connection operations, the company
is now accounting for the direct operating revenues and
expenses of the Delta Connection operations as a
discontinued operation for all periods presented.
The company's operations continue to reflect its
development of its business as Independence Air,
including high fuel costs, and the significant
restructuring of its fleet, much of which is associated
with the company's restructuring of its debt obligations
in the first quarter 2005. During the first seven
months of 2005, the company expects to have returned 76
aircraft, including 30 328Jets, 21 J-41 turboprop
aircraft and 25 CRJs, to owners and lessors. In the
fourth quarter of 2004 and the first two quarters of
2005, the company will have accepted delivery of a total
of 12 Airbus 132-passenger A319s.
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 future financial performance of
the company 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 and other factors discussed under the
caption "Risk Factors Affecting the Company" in the
company's Form 10-K/A, Amendment No. 1, filed on March
31, 2005.
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: May 09, 2005 By: /s/
Richard J. Surratt
Title: Executive Vice President,
Treasurer and Chief
Financial Officer