- Notification that Annual Report will be submitted late (NT 10-K)
September 29 2009 - 3:42PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check
one):
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x
Form 10-K
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o
Form 20-F
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o
Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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June 30, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the
Transition Period Ended:
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Read Instructions (on back
page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
Orleans
Homebuilders, Inc.
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Full Name of
Registrant
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N/A
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Former Name if
Applicable
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3333
Street Road
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Address of
Principal Executive Office
(Street and
Number)
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Bensalem,
PA 19020
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City, State and
Zip Code
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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)
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(a)
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The reason
described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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o
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(b)
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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
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(c)
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The accountants
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
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K, 20
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F, 11
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K, 10
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Q, 10
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D, N
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SAR, N
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CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
(Attach extra
Sheets if Needed)
The
senior management of Orleans Homebuilders, Inc. (the Company) is
presently actively working with its bank lenders to obtain a maturity extension
of its Second Amended and Restated Revolving Credit Loan Agreement that
currently matures on December 20, 2009 (the Credit Facility) and certain
longer-term modifications to borrowing base availability and other covenants
prior to approximately October 31, 2009.
Given senior managements focus on that process as well as constraints
on other available personnel and resources, the Company was not able to
complete its financial statements within the proscribed time. Further, the ultimate resolution of the
Companys negotiations with it lending group with respect to the terms and
conditions of the maturity extension and other modifications, or of an
alternative financing arrangement or an amendment to and extension of it Credit
Facility, could materially impact the Companys financial statements, further
impacting the Companys ability to prepare its financial statements within the
proscribed time.
The
Company continues to work constructively with its lenders to obtain such a
credit facility maturity extension and other modifications, and it currently
remains hopeful a credit facility maturity extension and other modifications
can be obtained. However, the Company can offer no assurance that it will
be able to obtain such a credit facility maturity extension or other
modifications at all or on acceptable terms, or obtain alternative financing in
the event it does not obtain such a Credit Facility maturity extension and
other necessary modifications. For
additional discussion of the Companys liquidity, including a discussion of the
scheduled December 20, 2009 maturity date of the Credit Facility, please
refer to the Liquidity and Capital Resources section of the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009 filed with
the Securities and Exchange Commission on May 15, 2009, as well as the Form 8-K
filed with the Securities and Exchange Commission on August 14, 2009.
In
the interim period prior to completion of the Annual Report on Form 10-K,
the Company intends to issue within the next several business days certain
limited information with respect to the fourth fiscal quarter and full fiscal
year revenue, orders, backlog, debt and liquidity levels.
The
Company believes that without a Credit Facility maturity extension and other
necessary modifications, or securing alternative financing in the event it does
not obtain such a Credit Facility maturity extension and other necessary
modifications, the Companys external auditors will issue a unqualified opinion
with an explanatory paragraph on the Companys financial statements as there
would be substantial doubt about the Companys ability to continue as a going
concern.
Cautionary
Statement for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995
Certain
information included herein and in other Company statements, reports and SEC
filings is forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, statements
concerning anticipated or expected impairments and earnings per share,
anticipated amendments, modifications or extensions of the Companys existing
credit facility, anticipated or expected conditions in or recovery of the
housing market, and economic conditions; the Companys long-term opportunities;
continuing overall economic conditions and conditions in the housing and
mortgage markets and industry outlook; anticipated or expected operating
results, revenues, sales, net new orders, pace of sales, spec unit levels, and
traffic; future or expected liquidity, financial resources, debt or equity
financings, amendments to or extensions of our existing revolving credit
facility, strategic transactions and alternatives or other alternative
recapitalization or exchange offer transactions; the anticipated impact of bank
reappraisals; future impairment charges, future tax valuation allowance and its
value; anticipated or possible federal and state stimulus plans or other
possible future government support for the housing and financial services
industries; anticipated legislation and its impact; expected tax refunds;
anticipated use of proceeds from transactions; anticipated cash flow from
operations; reductions in land expenditures; the Companys ability to meet its
internal financial objectives or projections, and debt covenants; potential
future land sales; the Companys future liquidity, capital structure and
finances; and the Companys response to market conditions. Such forward-looking information involves
important risks and uncertainties that could significantly affect actual
results and cause them to differ materially from expectations expressed herein
and in other Company statements, reports and SEC filings. For example, there can be no assurance that
the Company will be able to obtain any amendment to or extension of its
existing revolving credit facility or other alternative financing or adjust
successfully to current market conditions.
These risks and uncertainties include local, regional and national
economic conditions, the effects of governmental regulation, the competitive
environment in which the Company operates, fluctuations in interest rates,
changes in home prices, the availability and cost of land for future growth,
the availability of capital, our ability to modify or extend our existing
credit facility or otherwise engage in a financing or strategic transaction;
the availability and cost of labor and materials, our dependence on certain key
employees and weather conditions.
Additional information concerning factors the Company believes could
cause its actual results to differ materially from expected results is contained
in Item 1A of the Companys Annual Report on Form 10-K/A for the fiscal
year ended June 30, 2008 filed with the SEC and subsequently filed
Quarterly Reports of Form 10-Q.
SEC
1344 (05-06)
2
PART IV OTHER INFORMATION
(1)
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Name and telephone
number of person to contact in regard to this notification
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Garry P. Herdler
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215
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245-7500
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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x
Yes
o
No
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(3)
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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?
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x
Yes
o
No
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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.
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As a result of its assessment of inventory in accordance with
Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for Impairment or Disposal of Long-Live Assets, the Company has
concluded that an impairment of its inventory exists. At this time, the
Company has not determined the amount of impairment charge, but believes its
fourth quarter of fiscal 2009 results, including its fourth quarter of fiscal 2009 basic and
diluted loss per share from continuing operations will be impacted by a
material amount of non-cash pre-tax inventory impairment charges. The fourth quarter of fiscal 2008 results
included inventory impairment charges of approximately $20 million.
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On August 3, 2009, the Company completed a private debt exchange
offering, and related bank lender consent, for exchange of 100% of its $75
million aggregate principal amount of unsecured junior subordinated trust
preferred securities issued by an affiliate of the Company on November 23,
2005 for newly issued unsecured junior subordinated notes issued by OHI
Financing, Inc., a wholly owned subsidiary of the Company (the Junior
Debt Exchange Agreement). The Company
has not yet determined the proper valuation for the accounting treatment of
this transaction, including the discounted redemption feature of the newly
issued unsecured junior notes.
Further, as the attention of the Companys senior management has been
focused on matters relating to its Credit Facility, the Company has not yet
been able to adequately review the inventory impairment charges to be
recorded. The resolution of the
Companys discussions with its lenders may also have an impact on the
recorded impairment charges. For these
reasons, the Company is not able to give a reasonable estimate of the
impairment charges or loss per share for the Companys fourth fiscal quarter
at this time.
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ORLEANS HOMEBUILDERS, 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
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September 29,
2009
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By
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/s/ Garry P.
Herdler
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Name: Garry P.
Herdler
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Title: Executive
Vice President and Chief Financial Officer
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INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is
signed on behalf of the registrant by an authorized representative (other than
an executive officer), evidence of the representatives authority to sign on
behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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