SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 10, 2005
FLYi, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21976 13-3621051
State or Other Commission File IRS Employer
Jurisdiction of Number Identification No.
Incorporation
45200 Business Court, Dulles, VA 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 650-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2005, the Company's wholly-owned subsidiary Independence Air,
Inc. ("Independence Air") amended its agreement with Airbus' wholly-owned
affiliate, AVSA S.A.R.L. ("AVSA") to defer the delivery dates for the six
A319s previously scheduled for delivery in 2006, and finalized delivery dates
for other aircraft previously deferred. The number of aircraft on order
under the agreement remains at sixteen, with six A319s now scheduled for
delivery during the second half of 2007, six in 2008, and four in 2009.
In connection with the August 10 agreement, Independence Air will soon
receive an additional cash refund of $31.2 million of previously paid
predelivery payments. Under this and related agreements entered into with
AVSA, since June 30, 2005 Independence Air has also deferred $11.5 million
in payments that it otherwise would have been required to make during the
remainder of 2005, and has deferred a significant amount of the aircraft
purchase commitments that it otherwise would have been required to pay in
2006. In addition, $16.5 million in notes previously issued to finance a
portion of predelivery payments has now been extinguished without
penalty. The agreement requires Independence Air to make initial deposits
and progress payments prior to the delivery of the deferred aircraft, a
portion of which are financed by the airframe manufacturer. Independence Air
will owe predelivery payments in the future prior to each delivery, and will
finance a portion of these obligations.
This filing on Form 8 K contains forward-looking statements and information
that is based on management's current expectations as of the date of this
document. When used herein, the words "anticipate", "believe", "estimate" and
"expect" and similar expressions, as they relate to the Company or its
management, are intended to identify such forward-looking statements. Such
forward-looking statements are subject to risks, uncertainties, assumptions
and other factors that may cause the actual results of the Company to be
materially different from those reflected in such forward-looking statements.
Such risks and uncertainties include, among others: the ability of the
Company to continue as a going concern; the ability to improve yield in an
extreme low-yield industry environment with intense competition from other
carriers, some of which are operating under bankruptcy protection; the
ability to increase operating revenues and reduce operating costs to address
liquidity; the ability of Independence Air to effectively implement its low-
fare business strategy utilizing regional jets and Airbus aircraft, and to
compete effectively as a low-fare carrier, including passenger response to
Independence Air's A-319 service, and the response of competitors with
respect to service levels and fares in markets served by Independence Air;
the ability to manage inventory to maximize yield; the effects of high fuel
prices on the Company's costs, and the availability of fuel; the ability to
adjust operations, realize on internal or external sources of liquidity or
otherwise address the Company's financial obligations; the ability to
successfully and timely complete the acquisition of, maintain certification
for, meet pre-delivery payment obligations for, and secure financing of, its
Airbus aircraft, and to successfully integrate these aircraft into its fleet;
the costs of returning CRJ and J41 aircraft and related records to lessors
consistent with terms agreed as part of the Company's February 2005
restructuring and the possibility of additional returns based on previously
announced financial milestones under the terms of the February 2005
restructuring; the ability to successfully remarket or otherwise make
satisfactory arrangements for its nine J41 aircraft not terminated as part of
its restructuring and for three 328Jet aircraft not assigned to Delta; the
ability to successfully hire, train and retain employees; the ability to
reach and ratify an agreement with AMFA on mutually satisfactory terms; the
ability to maintain listing of the Company's common stock on the NASDAQ
National Market; changes in the competitive environment as a result of
restructuring, realignment, or consolidations by the Company's competitors;
the ongoing deterioration in the industry's revenue environment; the
seasonality of air travel, particularly for leisure travelers; and general
economic and industry conditions, any of which may impact Independence Air or
the Company, its aircraft manufacturers and its other suppliers in ways that
the Company is not currently able to predict. Certain of these and other
risk factors are more fully disclosed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations", "Risk Factors
Affecting the Company", and "Risk Factors Affecting the Airline Industry" in
the Company's Form 10-K/A for the year ended December 31, 2004 and under
"Risk Factors," in the Company's Form 10-Q for the quarter ended June 30,
2005. The Company does not intend to update these forward-looking statements
prior to its next required filing with the Securities and Exchange
Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLYi, Inc.
Date: August 10, 2005 By: /S/ David W. Asai
David W. Asai
Vice President,Controller
and Chief Accounting Officer