- Notification that Quarterly Report will be submitted late (NT 10-Q)
November 17 2008 - 5:23PM
Edgar (US Regulatory)
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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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SEC FILE NUMBER
000-26335
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CUSIP NUMBER
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(Check
one):
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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
Form 10-Q
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o
Form N-SAR
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For Period
Ended:
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September 30, 2008
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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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Nothing in this form shall be
construed to imply that the Commission has verified any information contained
herein.
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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
Team
Financial, Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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8 West
Peoria Street, Suite 200
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Address of
Principal Executive Office
(Street and
Number)
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Paola,
Kansas 66071
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City, State and
Zip Code
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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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(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, Form
20-F,11-K or Form N-SAR, 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 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.
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PART III NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion
thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its
Quarterly Report on Form 10-Q for the period ended September 30, 2008, within
the prescribed time period because it is still in the process of assessing
certain accounting estimates and preparing information necessary to complete
the Form 10-Q, particularly including Managements Discussion and Analysis of
Financial Condition and Results of Operations.
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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Bruce R. Vance
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(913)
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294-9667
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(Name)
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(Area Code)
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(Telephone Number)
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(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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x
Yes
o
No
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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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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.
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This Notification of Late Filing on Form 12b-25
includes certain statements which may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
and the Federal securities laws.
Although the Registrant believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions it can
give no assurance that its expectations will be achieved. Forward-looking information is subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from those projected.
For forward-looking statements herein, the Registrant claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 and other protections under
the Federal securities laws. The
Registrant assumes no obligation to update or supplement any forward-looking
statements whether as a result of new information, future events or
otherwise. In addition, the statements are of a summary nature only due to
the brief descriptions necessary in this form. More complete disclosures will be presented
in the Companys quarterly report on Form 10-Q.
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The Company
expects to report a net loss for the quarter ended September 30, 2008. The
Company expects the net loss to be no less than approximately $3.5 million. The
Company reported net income of approximately $908,000 or $0.25 basic and
diluted income per share for the quarter ended September 30, 2007. The net
loss during the current period will be driven by a non-cash adjustment to the
Companys valuation allowance for deferred tax assets of not less than $2.4
million, coupled with a charge to earnings from the other than temporary
impairment of not less than $400,000 as a result of current market conditions
related to trust preferred securities and corporate bond obligations issued
by other financial institutions that the Company holds as investments. During
the three months ended September 30, 2008, the Company also expects to record
provisions for loan losses of not less than $2.0 million, compared to
approximately $91,000 during the three months ended September 30, 2007. As a
result of the Companys net loss for the quarter ended September 30, 2008,
the regulatory capital ratios of the Company and its subsidiary banks have
decreased; however, the Company expects that the regulatory capital ratios
will be adequately capitalized for regulatory purposes as of the date of this
filing.
As previously
reported, the Companys subsidiary banks have entered into Consent Orders with
the Office of the Comptroller of the Currency. While the Company is seeking to comply with
the orders, it has to date, not achieved compliance with them. As a result, the Company has determined
that it is in default on its $4 million line of credit. The Company is seeking a waiver of this
default.
The Company is
also working with its regulators and with the Federal Home Loan Bank of
Topeka (FHLB) in maintaining adequate liquidity for its subsidiary
banks. As part of this process, the
Company has determined that some of its collateral for its FHLB borrowings is
not in compliance with FHLB standards and over the next few weeks, the
Companys subsidiaries will be replacing the ineligible collateral with other
collateral that the Company believes will be sufficient to remedy any
deficiency.
The foregoing
will be discussed in more detail in the Companys 10-Q filing.
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Team Financial, Inc.
(Name of Registrant as
Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
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November
17, 2008
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By
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/s/
Bruce R. Vance
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Bruce R. Vance,
Chief Financial Officer
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