Technical Olympic USA, Inc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
o Form 10-K o Form 11-K o Form 20-F x Form 10-Q
For Period Ended: September 30, 2006
o Transition Report on Form 10-K o Transition Report on Form 10-Q
o Transition Report on Form 20-F o Transition Report on Form N-SAR
o Transition Report on Form 11-K
For 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
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Full Name of Registrant: |
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Technical Olympic USA, Inc.
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Former Name if Applicable: |
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Address of Principal Executive Office (Street and Number): |
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4000 Hollywood Boulevard, Suite
500N
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City, State and Zip Code: |
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Hollywood, Florida 33021
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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.)
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(a)
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The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; |
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x
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q 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. |
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q,
10-QSB, N-SAR or portion thereof could not be filed within the prescribed time period.
See Attachment A hereto
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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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Randy L. Kotler, Senior Vice |
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President, Interim |
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Chief Financial Officer and Chief |
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Accounting Officer
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(954)
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364-4016 |
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(Name)
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(Area Code)
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(Telephone Number) |
(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 the answer is no, identify the report(s): |
x Yes o No
(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? |
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. See Attachment B hereto. |
Technical Olympic USA, Inc.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date: November 13, 2006 |
By: |
/s/ Randy L. Kotler
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Name: |
Randy L. Kotler |
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Title: |
Senior Vice President, Interim Chief
Financial Officer and Chief Accounting Officer |
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ATTACHMENT A TO FORM 12b-25
Form 10-Q for the Quarter Ended September 30, 2006
PART III NARRATIVE
Although the management of Technical Olympic USA, Inc. (the Registrant) has been
working diligently to complete all required information for its Form 10-Q for the fiscal quarter
ended September 30, 2006 (the Form 10-Q), the Registrant is unable to file its Form 10-Q
within the prescribed time period without unreasonable effort or expense. The Registrant is changing its homebuilding reportable segments from a single reportable
segment to four reportable segments consisting of its four major homebuilding geographic regions.
As a result, the Registrant is unable to file its Form 10-Q within the prescribed time period
because it is in the process of making the necessary changes to its financial statement
presentation to reflect the change in reportable segments discussed
above. The Registrant does presently expect that it will be able to file
the Form 10-Q on or before the fifth calendar day following the prescribed due date.
ATTACHMENT B TO FORM 12b-25
The Registrant anticipates that it will report a significant change in its results of
operations for the three and nine months ended September 30, 2006 from the corresponding periods
for the previous fiscal year. The Registrant anticipates that it will report a net loss of $80.0
million for the three months ended September 30, 2006, compared to net income of $70.3 million for
the corresponding period in the previous fiscal year as a result of
impairment charges of $203.9
million, including asset impairment charges, write-offs of deposits and pre-acquisition costs, and
an impairment charge of $143.6 million related to the Registrants Transeastern Joint Venture.
The Registrant anticipates that it will report net income of $42.6 million for the nine months
ended September 30, 2006, compared to net income of $142.4 million for the corresponding period in
the previous fiscal year.
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