UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 0-21995
CUSIP Number: 31865W108
NOTIFICATION OF LATE FILING
(Check One):
|X|Form 10-K |_|Form 20-F |_|Form 11-K |_|Form 10-Q |_|Form 10-D |_|Form N-SAR
|_|Form N-CSR
For Period Ended: January 31, 2007
|_| 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: ____________________
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: First Aviation Services Inc.
Former Name if Applicable:
Address of Principal Executive Office (street and number): 15 Riverside Avenue
City, State and Zip Code: Westport, Connecticut 06880-4214
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 reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(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
|X| 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. (Attach extra sheets if needed)
See Annex A attached.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bill L. Reznicek (901) 375-2674
- ------------------------------- --------------------------------
(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
2
(3) Is it anticipated that any significant change in results of operations for
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.
See Annex A attached.
First Aviation Services 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 2, 2007
FIRST AVIATION SERVICES INC.
By: /s/ Bill L. Reznicek
-------------------------------
Name: Bill L. Reznicek
Title: Vice President and Chief
Financial Officer
3
Annex A to Form 12b-25
----------------------
PART III - NARRATIVE
The Registrant is unable, without unreasonable effort or expense, to file its
Annual Report on Form 10-K for the fiscal year ended January 31, 2007 ("Form
10-K"), on or prior to the due date, May 1, 2007, because the Registrant
requires time to complete an analysis of certain accounts as a result of the
implementation of a new ERP system. The Registrant expects to file its Annual
Report on Form 10-K within the fifteenth calendar day following the date on
which the Form 10-K was due.
PART IV - OTHER INFORMATION
(3) The Registrant recognized a net loss of $14.2 million or $1.93 per share
for the year ended January 31, 2007, compared to net income of $1.0
million or $0.14 per share for the year ended January 31, 2006. The
decline in operating results was due in part to a decrease in net sales,
which was largely due to market weakness in the general aviation and the
aviation maintenance sectors that were impacted by the record high
prices of gasoline and customer service issues. Included in the decrease
in net sales was a decrease in freight revenue, which was primarily the
result of reduced freight charges to customers on larger orders that
qualified for freight incentives in the third and fourth fiscal quarters
of the fiscal year ended January 31, 2007. The decline in operating
results was also due in part to a $4.0 million charge increasing
reserves in the third quarter due to an increase in the allowance for
excess and obsolete inventory for an inventory purchase in October 2005
from an aircraft original equipment manufacturer, a $2.6 million charge
increasing the bad debt reserve and other one-time expenses relating to
the relocation of the Company's primary distribution center to
Mississippi.
The amounts above are estimates and there is no assurance given that the
financial information publicly announced at a later date will not differ
materially upon filing the 10-K.
4