- Current report filing (8-K)
October 06 2009 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
September 30,
2009
Orleans Homebuilders, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-6830
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59-0874323
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3333
Street Road, Suite 101, Bensalem, PA
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19020
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(215) 245-7500
Not Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 30,
2009, Orleans Homebuilders, Inc. (the Company), its wholly owned
subsidiary, Greenwood Financial, Inc., and certain affiliates of Greenwood
Financial, Inc., Wachovia Bank, National Association, as administrative
agent (Wachovia), and various other lenders entered into the Third Amendment
(the Third Amendment) to the Second Amended and Restated Revolving Credit
Loan Agreement dated as of September 30, 2008 (the Loan Agreement). The terms of the Third Amendment are
substantially similar to the terms of the Second Amendment to the Loan Agreement
dated August 13, 2009. The Third
Amendment effectively extends the borrowing base relief, minimum liquidity
covenant deferral, existing loan fee payment deferral and other accommodations
provided by the Second Amendment to the Loan Agreement generally through October 31,
2009. The summary of the material terms
of the Amendment set forth below is qualified in its entirety by reference to
the text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1.
·
The adjustments to the category limitations applicable
to the determination of the net borrowing base availability set forth in the
Second Amendment were extended for all borrowing base certificates delivered
before October 31, 2009. As such:
·
The maximum borrowing base availability
attributable to work-in-progress inventory not subject to a qualifying
agreement of sale (that is, spec inventory and model home inventory) will be
maintained at 58% of total work-in-process inventory including backlog units
(as provided in the Second Amendment and rather than otherwise being reduced to
45% for the borrowing base certificate as of September 30, 2009); and
·
The maximum borrowing base availability
attributable to land under development will be maintained at 65% of total
borrowing base availability, but generally subject to a maximum of $235 million
prior to October 31, 2009 and a maximum of $190 million (as provided in
the Second Amendment and rather than otherwise being reduced to 55% for the
borrowing base certificate as of September 30, 2009) for any borrowing
base certificate delivered on or after October 31, 2009.
These changes apply to
all borrowing base certificates delivered before October 31, 2009.
·
The Second Amendment modified the definition of borrowing
base availability to exclude up to $5.1 million of existing financial letters
of credit from the definition of borrowing base availability through and
including September 30, 2009. The
Third Amendment continues this definitional modification through October 30,
2009, which continues the improvement to the Companys liquidity provided by
the Second Amendment. Without the
continuation of the effectiveness of the change to the definition of borrowing
base availability provided in the Second Amendment, all financial letters of
credit would be deducted when determining the borrowing base availability.
·
The Second Amendment modified the requirements
relating to ongoing bank reappraisals of borrowing base assets to provide that
reappraisals of borrowing base assets received by the Company after July 8,
2009 are not required to be reflected in any borrowing base certificate
delivered after the effective date of the Second Amendment and before the
borrowing base certificate due on October 15, 2009. The Third Amendment extended the
effectiveness of this modification for borrowing base certificates delivered
before the borrowing base certificate as of October 31, 2009 (which is due
on or before November 15, 2009).
·
The Companys minimum liquidity covenant was amended
by the Second Amendment to reduce temporarily the amount of liquidity required
to be maintained by the Company to not less than $0 through and including September 29,
2009. The Third Amendment extended this
minimum liquidity covenant accommodation to October 31, 2009. After October 31, 2009, the minimum
liquidity requirement remains at not less than $10 million.
·
The additional loan fee under the existing loan
agreement previously due to lenders on September 30, 2009 pursuant to the
Second Amendment was postponed until October 31, 2009. In addition, the Third Amendment eliminated
the provision that reduced this fee by 80% if the aggregate commitments of all
lenders under the Loan Agreement were permanently reduced to $250,000,000
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on or before September 30,
2009. The Company anticipates that, if
payable, this fee may be as high as approximately $12.5 million.
·
The covenants requiring the Company to provide to the
lenders (i) audited financial statements within 90 days after the end of
each fiscal year, (ii) a management prepared business plan and budget
within 60 days after the end each fiscal year, and (iii) a comparison for
the Company actual results during the preceding fiscal year and the budgeted
results, were each modified to allow the Company to provide the required
financial information with respect to the fiscal year June 30, 2009 (for
historical information) and with respect to the fiscal year ending June 30,
2010 (for the Companys fiscal 2010 business plan and budget) not later than October 31,
2009.
The
Company anticipates that the one-month liquidity enhancement of the Second
Amendment continued under the Third Amendment should meet the Companys
liquidity needs only up to approximately October 31, 2009. The Company anticipates that without either a
Loan Agreement maturity extension and other modifications, or an additional
amendment to the Loan Agreement to increase borrowing base availability on or
before November 2, 2009: (i) the net borrowing base availability at
that time will be significantly less than the borrowings under the revolving
Loan Agreement at that time; (ii) the Company will be unable to pay an
existing loan fee now due on October 31, 2009 without an additional
deferral amendment; (iii) the Company will likely violate the minimum
liquidity covenant at some time in early November 2009; (iv) the
Company will violate certain other covenants under the Loan Agreement at that
time (or shortly thereafter); and (v) the
Company will likely not have sufficient liquidity to continue its normal
operations at that time (or shortly thereafter). In addition, the Company may need additional
amendments to the Loan Agreement for a variety of reasons on or prior to October 31,
2009. For additional discussion of the
Companys liquidity, including a discussion of the scheduled December 20,
2009 maturity date of the Companys Loan Agreement, 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 Report on Form 8-K
filed with and press release furnished to the Securities and Exchange
Commission on August 14, 2009.
On October 1, 2009
the Company issued a press release announcing the Amendment, a copy of which is
furnished herewith as Exhibit 99.1
Item 2.02 Results of Operations and Financial
Condition.
On October 1, 2009, Orleans Homebuilders, Inc.
(the Company) issued a press release announcing certain financial results for
the three and twelve months ended June 30, 2009 and certain other
financial information. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K
under this Item 2.02 and Exhibit 99.1 attached hereto is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liability of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
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 financing arrangements, anticipated
amendments to its Credit Facility,
payments on its 8.52% Trust Preferred Securities and
the new subordinated notes issued under the Junior Debt Exchange Agreement,
anticipated increase in net new orders, anticipated interest payments relating
to the Companys trust preferred securities facilities, 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,
backlog, pace of sales, spec unit levels, and traffic; future or expected
liquidity, financial resources, debt or equity financings, amendments to or
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extensions
of our existing revolving Credit Facility, strategic transactions and
alternatives; 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 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. 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. In addition, 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.
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 on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits are filed or furnished with
this Current Report on Form 8-K:
Exhibit No.
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Description
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10.1
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Third Amendment to
Second Amended and Restated Revolving Credit Loan Agreement (filed herewith).
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99.1
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Press release of
Orleans Homebuilders, Inc. dated October 1, 2009 (furnished
herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
October 6, 2009
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Orleans
Homebuilders, Inc.
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By:
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Garry
P. Herdler
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Name:
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Garry
P. Herdler
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Title:
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Executive
Vice President,
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Chief
Financial Officer and
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Principal
Financial Officer
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EXHIBIT INDEX
The following exhibits
are filed or furnished with this Current Report on Form 8-K:
Exhibit No.
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Description
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10.1
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Second Amendment to
Second Amended and Restated Revolving Credit Loan Agreement (filed herewith).
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99.1
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Press release of
Orleans Homebuilders, Inc. dated August 13, 2009 (furnished
herewith).
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