- Notification that Quarterly Report will be submitted late (NT 10-Q)
18 11월 2009 - 6:23AM
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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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
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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September 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) continues
to actively work 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). 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 its 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 its
Credit Facility, could materially impact the Companys financial statements,
further impacting the Companys ability to prepare its financial statements
within the proscribed time. In addition,
the Company is unable to prepare the quarterly report without having first
completed and filed its Annual Report of Form 10-K for the fiscal year
ended June 30, 2009, which it has not yet done. The Companys delinquency in filing its
Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 will be
considered by the Companys senior management when evaluating the Companys
disclosure controls and procedures and internal controls over financial
reporting. As a result of the
delinquency, or other factors, the Companys senior management may conclude
that the Companys disclosure controls and procedures or internal controls over
financial reporting are ineffective or that one or more material weaknesses
exist.
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
Current Reports on Form 8-K filed with the Securities and Exchange
Commission on August 14, 2009, October 6, 2009, and November 5,
2009.
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 an 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.
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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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Yes
x
No
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The Company has not filed its Form 10-K for the fiscal year
ended June 30, 2009.
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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
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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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The Company anticipates that its revenue will decrease approximately
39% from the first quarter of fiscal year 2009 to the first quarter of fiscal
year 2010. The Company anticipates
that its net new orders will increase approximately 40% from the first
quarter of fiscal year 2009 to the first quarter of fiscal year 2010. During the first fiscal quarter of 2010,
the Company had a cancellation rate of approximately 17%, versus a
cancellation rate of approximately 36% for the first fiscal quarter of 2009. Backlog at September 30, 2009 was
approximately $168 million (on 408 units), versus backlog of approximately
$203 million (on 421 units) at September 30, 2008, which is a decrease
of approximately 17% in dollars and approximately 3% in units As of September 30, 2009, the Company
had cash and cash equivalents of approximately $11.7 million, restricted cash
due from title companies of approximately $3.8 million, restricted cash
customer deposits of approximately $6.9 million, mortgage and other note
obligations of approximately $331.6 million , subordinated note obligations
of approximately $105.8 million, net borrowing base availability of
approximately $1.6 million and net debt of approximately $422.0 million. The Company defines net debt as total
mortgage and other note obligations plus subordinated notes less the
aggregate of cash and cash equivalents, marketable securities, restricted
cash due from title companies, but excluding restricted cash customer
deposits. The net debt excludes the
impact of a Below Par Redemption Option, related to the Companys new
unsecured junior subordinated notes.
The Company has not yet determined the value of the Below Par
Redemption Option of these new notes, but will be required to recognize and
account for the Below Par Redemption Options initial value separately as a
derivative instrument. At September 30,
2009, the Company had liquidity of approximately $17.0 million. The Company defines liquidity as the sum
of cash and cash equivalents, restricted cash due from title companies,
marketable securities and net borrowing base availability. The Company is not able to provide a
reasonable estimate of net income for the quarter ended September 30,
2010 at this time due to the above noted resource constraints.
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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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November 17,
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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3
Orleans Homebuilders (AMEX:OHB)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Orleans Homebuilders (AMEX:OHB)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024