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SEC FILE NUMBER 001-12244 |
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CUSIP NUMBER
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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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(Check one): |
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o Form 10-K |
o Form 20-F |
o Form 11-K |
x Form 10-Q |
o Form N-SAR |
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o Form N-CSR |
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For Period Ended: |
June 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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Read Instructions (on back
page) Before Preparing Form. Please Print or Type. |
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
Centro NP LLC |
Full Name of Registrant |
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New Plan Excel Realty Trust, Inc. |
Former Name if Applicable |
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420 Lexington Avenue |
Address of Principal Executive Office (Street and Number) |
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New York, New York 10170 |
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)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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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
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(c) |
The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
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.
The Companys Quarterly Report on Form 10-Q could not be filed within the prescribed time period because the Company is not able to complete the preparation of the quarterly financial statements which are required to be included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. The Company is working to determine the amount of any non-cash impairment charge that is appropriate under the requirements of SFAS No. 142 Goodwill and Other Intangible Assets with respect to its goodwill and SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" with respect to its real estate assets.
In addition to the impact of the above impairment charges, as a result of the April 2007 business combination, the Company recorded a significant increase in the basis of its real estate investments and a significant increase in depreciation expense starting in April 2007 which has led to a significant decrease in net income for 2008 when compared to 2007. Until the matters discussed above are resolved, the Company cannot provide an estimate of net income for the quarter ended June 30, 2008. In consideration of the foregoing, the Company is not able to complete its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 without unreasonable effort or expense.
The Company expects to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 by August 19, 2008, the statutory extension period.
(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
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Steven Splain |
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(212) |
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869-3000 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(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). |
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x Yes o No |
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(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? |
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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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Please see disclosure in Part III for an explanation of the anticipated changes in results of operation and reasons why a reasonable estimate of the results cannot be made. |
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Centro NP LLC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
August 15, 2008 |
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By |
/s/ Steven Siegel |
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Steven Siegel, Executive Vice President |
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 representatives authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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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 reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).