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OMB Number: 3235-0058
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SEC FILE
NUMBER |
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CUSIP
NUMBER |
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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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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2007 |
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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 Instruction
(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.
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
Former Name if
Applicable
4000 Hollywood
Blvd., Suite 500 N
Address of Principal
Executive Office (Street and Number)
City, State and Zip
Code
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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þ |
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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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o |
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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-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.
TOUSA, Inc. (the Registrant) is filing this Form 12b-25 with respect to
its Annual Report on Form 10-K for the year ended December 31, 2007 (the 2007
Form 10-K), because it needs additional time to complete its year-end close
process, financial statements and its related assessment of internal control
over financial reporting as of December 31, 2007.
On January 29, 2008, TOUSA, Inc. and certain of its subsidiaries (excluding its financial
services subsidiaries and joint ventures, the Debtors) filed voluntary petitions in the United
States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, referred to
herein as the Bankruptcy Court, seeking reorganization relief under the provisions of Chapter 11 of
Title 11 of the United States Code (the Bankruptcy Code), collectively referred to herein as the
Cases and being jointly administered in the Bankruptcy Court (Case No. 08-10928-JKO). Since the
commencement of the Cases, the Registrant and the Debtors have been immersed in efforts to
stabilize their operations and adhere to various matters related to the Cases, including the
preparation of disclosure materials and general information concerning the Debtors as required by
the Office of the United States Trustee and the Bankruptcy Code. At the same time, the Registrant
has experienced attrition of certain key personnel within its accounting organization.
Additionally, and as a result of, among other things, the process of reviewing inventories,
goodwill, investments in joint ventures and other assets for possible impairment charges, the
Registrant requires additional time to complete its financial statements.
Accordingly, the Registrant is not able to file its 2007 Form 10-K in a
timely manner without unreasonable effort or expense. Although the Registrant is
making diligent efforts to timely file its 2007 Form 10-K, it does not currently
believe that it will be able to file its 2007 Form 10-K by April 1, 2008, but
intends to file as soon thereafter as possible.
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid
OMB control number.
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(Attach extra
Sheets if Needed)
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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Angela
Valdes |
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954 |
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364-4023 |
(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 answer is no,
identify report(s).
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Yes þ No o
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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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Yes þ No o
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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 Registrant anticipates that the statements of operations to be included
in its 2007 Form 10-K will reflect a significant change in its results of
operations from the fiscal year ended 2006. Specifically, the Registrant had
previously reported on its September 30, 2007 Form 10-Q a net loss of $819.9
million for the nine months then ended compared to a $201.2 million net loss for
the year ended December 31, 2006. Homebuilding deliveries decreased 9%,
Homebuilding revenues decreased 12%, and net sales orders decreased 21% for the
year ended December 31, 2007 as compared to the year ended December
31, 2006 for continuing operations. The
Registrant also expects that it will report material impairment charges with
respect to inventories, goodwill, investments in joint ventures and other assets
for the year ending December 31, 2007; however, the Registrant is still
evaluating the results of its assessment and is not able at this time to
estimate the amount or range of this potential charge.
(Name of Registrant
as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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March 18, 2008 |
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By |
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/s/ Angela Valdes |
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Angela Valdes |
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Vice President and Chief Accounting Officer |