IRIG Integrated Drilling Equipment Holdings Corporation (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

	FORM 12b-25	SEC FILE NUMBER
		000-54417
	NOTIFICATION OF LATE FILING	CUSIP NUMBER
		2915Y203

 

(Check one): x 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

 

For Period Ended: _December 31, 2014________

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended: ___________________________

 

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

Integrated Drilling Equipment Holdings Corp.

Full Name of Registrant

Empeiria Acquisition Corp.

Former Name if Applicable

25311 I-45 North, Woodpark Business Center, Bldg. 6

Address of Principal Executive Office (Street and Number)

Spring, Texas  77380

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)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	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
	(c)	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.

 

Integrated Drilling Equipment Holdings Corp. (the “Company”) is unable to file its Annual Report on Form 10-K for the period ended December 31, 2014 within the prescribed time period because the Company needs additional time to, among other things, finalize management’s discussion and analysis contained in the report and to negotiate and enter into certain forbearance agreements and amendments to its credit facilities, the revolver of which matures March 31, 2015.

 

In the event the Company is unable to negotiate an extension to the maturity date of the Company’s revolver under its credit facilities and an extension of the forbearance agreements under its credit facilities, the Company would currently not have sufficient funds to pay the revolver in full which could lead to an acceleration of amounts due under its term facility. The Company is currently negotiating with its lenders to amend the credit facilities to extend the maturity dates thereunder as well as extend the forbearance agreements that are currently in place. If the Company is unable to extend its credit facilities or experiences a default in the future under the amended debt agreements, the Company may not have sufficient funds or may be unable to arrange for additional financing to repay its indebtedness or to make any accelerated payments, and the lenders could seek to enforce their security interests in the collateral securing such indebtedness, which would have a material adverse effect on the Company’s business, prospects and financial condition and would result in substantial doubt about the Company’s ability to continue as a going concern.

 

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(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	N. Michael Dion		(281)		465-9393
	(Name)		(Area Code)		(Telephone Number)
(2)	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). Yes x No o
(3)	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? Yes x No o   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.

 

 

The Company provides products and services to customers in the oil and gas industry and the majority of its business is conducted through two operating segments: (1) Electrical Products and Services and (2) Drilling Products and Services. Revenues of the Company were $87.3 million and $103.7 million for the fiscal years 2014 and 2013, a decrease of $16.4 million or 16%. This decrease was driven by a $12.1 million decrease in products revenue and a $4.3 million decrease in services revenue. The significant decrease in products revenue was driven by a $29.8 million decrease in the Company’s complete rig product revenues. This decline was partially offset by increases in fabrication revenue of $9.0 million, power systems and rig up electrical revenues of $6.6 million and increases in hydraulics revenues of $2.4 million. The $4.3 million decrease in services revenue was driven by a $5.5 million decrease in power system services offset by a $1.3 million increase in automation services revenues. Net loss of the Company was $866 thousand and $7.7 million for the fiscal years 2014 and 2013.

 

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Integrated Drilling Equipment Holdings Corp.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date	March 31, 2015	By.	/s/ N. Michael Dion
			Michael Dion Chief Financial Officer

 

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.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).