SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER: 0-29672
--------
NOTIFICATION OF LATE FILING
---------------------------
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X ] Form 10-Q
For Period Ended: December 31, 2001
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: Forecross Corporation
----------------------
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 90 New Montgomery St.
---------------------
City, State and Zip Code: San Francisco, California 94105
----------------------------------
Page 1 of 4
PART II - RULE 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 or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or
the subject quarterly report 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 the reasons why Form 10-K, 11-K, 20-F or 10-Q
or portion thereof could not be filed within the prescribed time period.
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
---------------------------------------------------------------------------
December 31, 2001 could not be filed within the prescribed time period
---------------------------------------------------------------------------
because the Registrant has experienced unanticipated delays in the
---------------------------------------------------------------------------
collection and compilation of certain information required to be included
---------------------------------------------------------------------------
in the Form 10-Q, and in the completion of the drafting of the Form 10-Q
---------------------------------------------------------------------------
for filing. Such delays could not be eliminated by the Registrant without
---------------------------------------------------------------------------
unreasonable effort or expense. The Form 10-Q will be filed as soon as
---------------------------------------------------------------------------
practicable, but in no event later than the fifth calendar day following
---------------------------------------------------------------------------
the prescribed due date.
------------------------
Page 2 of 4
PART IV - OTHER INFORMATION
- -------------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Bernadette C. Castello (415) 543-1515
---------------------------- ------------ ------------------
(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 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the 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.
Total revenue for the three months ended December 31, 2001 was $1,074,000 as
compared to $472,000 for the same period of 2000, an increase of 128%.
Revenue in the 2000 period was less than expected, in part, due to delays in the
signing of new business until late in the reporting period, and unanticipated
challenges in processing non-standard and unique programming in client
applications, resulting in a temporary slowing in completion of billable and
revenue generating milestones. Gross margin was $648,000 and $67,000 for the
three months ended December 31, 2001 and 2000, respectively. Gross margin
percentages were 60% and 14% for the these periods. The lower gross margin and
gross margin percentage for the prior year period was due to the previously
mentioned challenges, where costs were being incurred to analyze and provide
a solution for the non-standard programming, without being able to recognize
related revenue.
Operating expenses were $578,000 in the three months ended December 31, 2001 as
compared to $619,000 in the same period of 2000. Net interest expense was
$23,000 for the three months ended December 31, 2001 as compared to $46,000
in the 2000 quarter.
The overall net income for the three months ended December 31, 2001 was $48,000
or $0.00 per share compared with a loss of $599,000 or $0.04 per share for the
three months ended December 31, 2000 (based on the weighted average number of
shares outstanding during the respective periods). Backlog was $1,689,000
at December 31, 2001, as compared to $2,668,000 at September 30, 2001 and
$1,402,000 at December 31, 2000.
Page 3 of 4
FORECROSS CORPORATION
---------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 15, 2002 By: /s/ Bernadette C. Castello
Name: Bernadette C. Castello
Title: Senior Vice President and
Chief Financial Officer
Page 4 of 4