UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(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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December 31,
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
accountant’s 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-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)
As
previously disclosed, Orleans Homebuilders, Inc. (the “Company”) and its senior
management have been working actively with the Company’s bank lenders to obtain
a maturity extension of its Second Amended and Restated Revolving Credit Loan
Agreement dated September 30, 2008 (the “Credit Facility”), as amended from
time-to-time. Any extension, modification or other accommodation
under the Credit Facility requires the consent of 100% of the approximately 17
bank lenders. However, the Company’s and its lenders under the Credit
Facility were not able to obtain the necessary bank approvals to extend the
maturity of the Credit Facility pursuant to the non-binding term sheet agreed to
by the Company with certain lenders on December 3, 2009. The Company
and its lenders were also unable to agree on any temporary modification of, or
other accommodation under, the Credit Facility.
As a
result, the final maturity of the Credit Facility occurred on February 12, 2010,
and the Company is now in default, which entitles the lenders to all rights
available to senior secured creditors. The Company does not have
sufficient funds to repay the amounts outstanding under the Credit
Facility. The Company continues to consider certain options for new
or modified funding sources to continue normal operations, including in
connection with an in-court or out-of-court restructuring of the Company’s
liabilities; continuing negotiations regarding a sale or recapitalization of the
Company; or a temporary modification of or other accommodation under the Credit
Facility. However, there can be no assurance that the Company will be
able to consummate any transaction on terms acceptable to it or the senior
secured lenders, or that any such transaction would provide any value for either
the Company’s unsecured creditors or its equity holders. The Company
intends to act promptly to resolve its financing issues, although there can be
no assurance that the Company will be able to do so at all or on a timely
basis.
Given
senior management’s focus on seeking a maturity extension for the Company’s
Credit Facility and its pursuit of other sources of financing and strategic
alternatives, 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 Company’s
negotiations with its lending group with respect to the Credit Facility and the
impact thereof on the Company’s operations and the possible in-court or
out-of-court restructuring of the Company’s liabilities, or possible sale or
recapitalization of the Company, could materially impact the Company’s financial
statements, further affecting the Company’s ability to prepare its financial
statements within the proscribed time. In addition, the Company is
unable to prepare the quarterly report for the second quarter of fiscal year
2010, without having first completed and filed its Annual Report of 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, which it has not yet
done.
For
additional discussion of the Company’s liquidity, please refer to the Liquidity
and Capital Resources section of the Company’s 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,
November 5, 2009, December 9, 2009, December 23, 2009 and February 1,
2010.
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 Company’s existing
credit facility, potential restructuring of the Company’s liabilities, any value
that may be provided to the Company’s unsecured creditors or its equity holders,
anticipated or expected conditions in or recovery of the housing market, and
economic conditions; the Company’s 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
Company’s ability to meet its internal financial objectives or projections, and
debt covenants; potential future land sales; the Company’s future liquidity,
capital structure and finances; and the Company’s 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 Company’s 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, as well as the Current Reports on Form 8-K
and press releases filed with the Securities and Exchange Commission on August
14, 2009, October 6, 2009, November 5, 2009, December 9, 2009, December 23, 2009
and February 1, 2010.
SEC 1344
(05-06)
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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The
Company has not filed its Form 10-Q for the fiscal quarter ended December
31,
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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 residential revenue will decrease
approximately 11% from the second quarter of fiscal year 2009 to the
second quarter of fiscal year 2010. The Company
anticipates that its net new orders will increase approximately 43% from
the second quarter of fiscal year 2009 to the second quarter of fiscal
year 2010. During the second fiscal quarter of 2010, the
Company had a cancellation rate of approximately 23%, versus a
cancellation rate of approximately 31% for the second fiscal quarter of
2009. Backlog at December 31, 2009 was approximately $149
million (on 353 units), versus backlog of approximately $157 million (on
335 units) at December 31, 2008, which is a decrease of approximately 5%
in dollars and an increase of approximately 5% in units As of
December 31, 2009, the Company had cash and cash equivalents of
approximately $10.5 million, restricted cash due from title companies of
approximately $1.2 million, restricted cash – customer deposits of
approximately $7.6 million, mortgage and other note obligations of
approximately $312.0 million, subordinated note obligations of
approximately $107.0 million, net borrowing base availability of
approximately $5.7 million and net debt of approximately $407.4
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 includes the impact of a Below Par
Redemption Option, related to the Company’s new unsecured junior
subordinated notes. At December 31, 2009, the Company had
liquidity of approximately $17.4 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 December 31, 2009 at this
time due to the above noted resource constraints. The Company’s
estimates that it will record inventory impairments of approximately $75.0
million for its fourth fiscal quarter ended June 30, 2009, versus
inventory impairments of $20.0 million as of the fiscal quarter ended June
30, 2008. The impairments have not yet been approved by the
Company’s Board of Directors nor have the Company outside auditors
completed their review of the impairment. Further, as the
attention of the Company’s senior management has been focused on matters
relating to its Credit Facility and other strategic alternatives, the
Company has not yet been able to adequately review the inventory
impairment charges to be recorded, if any, for either the
fiscal quarter ending on September 30, 2009 or on December 31,
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 Company’s external auditors will issue
an opinion with an explanatory paragraph on the Company’s financial
statements as there would be substantial doubt about the Company’s ability
to continue as a going concern.
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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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February
17, 2010
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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 representative’s 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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Orleans Homebuilders (AMEX:OHB)
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부터 4월(4) 2024 으로 5월(5) 2024
Orleans Homebuilders (AMEX:OHB)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024