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.
Completed 2009 Financial Statements
Beach First National Bancshares Inc. (referred to herein on an unconsolidated
basis as the Company and on a consolidated basis as we,
our, or us) was not able to file a timely Annual Report on
Form 10-K for the year ended December 31, 2009 (2009 Form 10-K) by the
prescribed due date without unreasonable effort and expense because the Companys
annual financial statements and the related audit process have not been finalized. The
delay in completing the financial statements is primarily to allow for the receipt and
our review of the results of an examination of our wholly-owned banking subsidiary, Beach
First National Bank (the Bank) by the Office of the Comptroller of the
Currency (the OCC). The completion of our annual financial statements has
required more time than in prior years due to issues related to the regulatory and capital
issues in connection with the Bank. Therefore, we were not able to file our 2009 Form
10-K by March 31, 2010. This notice contains unaudited information about our results which
is subject to change in our 2009 Form 10-K. Further, as a result of the OCCs recent
examination, we will likely amend our unaudited results of operations for the period
ending December 31, 2010 which were disclosed in the Companys Current Report on
Form 8-K filed on February 9, 2010.
In particular, the OCCs recent examination
has focused on the appropriateness of the Banks loan loss reserve. The OCC has
directed the Bank to charge off certain loans and to increase the provision for loan
losses to bring the March 31, 2010 quarter end allowance to approximately $20 million,
which will require a provision of approximately $14 million. The impact on our results
of operations will be an increase to our net loss of approximately $14 million. We are
in the process of determining how much of this additional provision will be recorded in
the fourth quarter of 2009, thus impacting our 2009 results, and how much will be recorded
in the first quarter of 2010.
Due to the conditions and events discussed herein, we
believe substantial doubt exists as to our ability to continue as a going concern. We
have determined that significant additional sources of capital will be required for us
to continue operations through 2010 and beyond. We have previously engaged financial
advisors to assist in our efforts to raise additional capital and explore strategic
alternatives to address our current and expected capital deficiencies. Although these
efforts are ongoing, to date, they have been unsuccessful. As a result of our financial
condition, our regulators are continually monitoring our capital adequacy. Based on their
assessment of our ability to continue to operate in a safe and sound manner, our
regulators may take other actions, including further enforcement actions, capital
directives or even assumption of control of the Bank, to protect the interests of
depositors insured by the FDIC. If the Bank is placed into FDIC receivership, it is
highly likely that the Company would be required to cease operations and liquidate or
seek bankruptcy protection. If the Company were to liquidate or seek bankruptcy
protection, we do not believe that there would be any assets available to the holders
of capital stock of the Company.
Forward-Looking Statements
Certain matters discussed in this Report on Form 12b-25 may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 (the
Securities Act) and Section 21E of the Securities Exchange Act of 1934
(the Exchange Act) and as such, may involve risks and uncertainties.
These forward-looking statements relate to, among other things, projections of
future performance including our financial condition, the outcome of our ability to
seek a strategic transaction, the potential action of our regulators, and whether or not
we will be required to seek bankruptcy protection. Our actual results, performance, or
achievements may differ significantly from the results, performance, or achievements
expected or implied in such forward-looking statements. We do not undertake, and
specifically disclaim any obligation, to update any forward looking statements to
reflect the occurrence of events or circumstances after the date of such statements
except as required by law.