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SEC 1344
(7-2000) Persons who potentially are to respond to the collection of
Previous information contained in this form are not required to respond
versions obsolete unless the form displays a currently valid OMB control number.
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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +--------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, |
NOTIFICATION OF LATE FILING | 2002 |
| Estimated |
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K |average burden|
[x] Form 10-Q [ ] Form N-SAR | hours per |
|response..2.50|
For Period Ended: September 30, 2000 +--------------+
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[ ] Transition Report on Form 10-K | SEC FILE |
[ ] Transition Report on Form 20-F | NUMBER |
[ ] Transition Report on Form 11-K +--------------+
[ ] Transition Report on Form 10-Q +--------------+
[ ] Transition Report on Form N-SAR | CUSIP No. |
| |
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:
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PART I - REGISTRANT INFORMATION
U.S.A. Floral Products, Inc.
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Full Name of Registrant
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Former Name if Applicable
1025 Thomas Jefferson Street, N.W., Suite 300 East
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Address of Principal Executive Office (Street and Number)
Washington, DC 20007
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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 reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) 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
[x] | prescribed due date; or the subject quarterly report of 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
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
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 or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
G. Andrew Cooke, CFO (202) 333-0800
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(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). [x] Yes [ ] No
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(3) Is it anticipated that any significant changes 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? [x] Yes [ ] No
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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U.S.A. Floral Products, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 2000 By Andrew Cooke, Chief Financial Officer
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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). |
+------------------------------------------------------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Registrant Name: U.S.A. Floral Products, Inc.
PART III - NARRATIVE
The resolution of accounting for the impairment charge in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
resulting in a $156.6 million write down of goodwill took longer than expected.
The Form 10-Q could not be filed on time without unreasonable effort or expense.
PART IV - OTHER INFORMATION
Item (3):
Anticipated changes in the operating results for the three month period ended
September 30, 2000 as compared to the three month period ended September 30,
1999 include the following:
During the three month period ended September 30, 2000 the Company took a
one-time impairment charge of $156.6 million. The Company accounts for the
impairment of long-lived assets in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 121
requires that the long-lived assets be reviewed for impairment whenever events
or changes in circumstances have occurred that indicate possible impairment. In
accordance with SFAS No. 121, the Company uses an estimate of the future
undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. The Company
evaluates at each balance sheet date whether events or circumstances have
occurred that indicate possible impairment. Management began an evaluation of
all Company operations in August 2000 as a result of the continued poor
operating performance of the Company. As a result of this evaluation, on
November 3, 2000, the Company announced a strategic plan, approved by the Board
of Directors, that will focus corporate resources on its North American
import/export and bouquet making and distribution business segments. Under the
terms of the plan, the Company has retained a financial advisor to effect the
sale of its International division and its North American wholesale distribution
business segment as soon as possible.
Due to the significance of the changes above and the decision to divest of the
Company's International Division and its North American wholesale distribution
business segment, management performed an evaluation of the recoverability of
all the assets of the company as described in SFAS No. 121, including an
independent valuation analysis. Management concluded from the results of this
evaluation that a significant impairment of goodwill had occurred. An impairment
charge was required because estimated fair value was less than the carrying
value of the long-lived asset. Considerable management judgement is necessary to
estimate fair value. Accordingly, actual results could vary significantly from
management's estimates.
U.S.A. FLORAL PRODUCTS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
Nine Months Ended Nine Months Ended Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
Net revenues $ 657,371 $ 699,786 $ 165,425 $ 189,402
Cost of sales 497,955 518,991 126,598 138,375
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Gross margin 159,416 180,795 38,827 51,027
Selling, general and administrative expenses 157,909 159,687 53,281 52,623
Goodwill amortization 5,261 5,299 1,737 1,792
Integration charge 10,155 40 - -
Impairment charge 156,620 - 156,620 -
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Income (loss) from operations (170,529) 15,769 (172,811) (3,388)
Other income (expense):
Interest expense (14,664) (12,337) (5,159) (4,426)
Interest income 789 1,613 177 619
Other 246 516 222 194
Loss on sale of business assets (3,124) - 549 -
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Income (loss) before provision for income taxes (187,282) 5,561 (177,022) (7,001)
Provision for (benefit from) income taxes (1,358) 5,305 (916) (1,514)
------------------ ------------------ ------------------ ------------------
Net income (loss) before minority interest (185,924) 256 (176,106) (5,487)
Minority interest (9) 12 14 9
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Net income (loss) $ (185,933) $ 268 $ (176,092) $ (5,478)
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Net income (loss) per share
Basic $ (11.21) $ 0.02 $ (10.43) $ (0.33)
Diluted $ (11.21) $ 0.02 $ (10.43) $ (0.33)
Weighted average shares outstanding:
Basic 16,593 16,331 16,880 16,365
Diluted 16,593 16,545 16,880 16,643