Notification That Annual Report Will Be Submitted Late (nt 10-k)
03 July 2017 - 8:11PM
Edgar (US Regulatory)
OMB APPROVAL
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SEC FILE NUMBER
001-33345
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CUSIP NUMBER
752182105
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
One)
:
☒
Form 10-K
☐
Form 20-F
☐
Form 11-K
☐
Form 10-Q
☐
Form N-SAR
☐
Form N-CSR
For
Period Ended
:
March 31, 2017
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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Transition Report on Form N-SAR
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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
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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
Rand Logistics, Inc.
Full Name of Registrant
N/A
Former Name If Applicable
333 Washington Street, Suite 201
Address of Principal Executive Office (
Street and Number
)
Jersey City, New Jersey 07302
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)
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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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☒
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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, 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 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)
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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 the reasons why the Form 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 Company is unable
to finalize without unreasonable effort and expense the notes to its financial statements to be included in the Annual Report on
Form 10-K for the year ended March 31, 2017 (the “Annual Report”) as a result of pending waivers expected to be received
with respect to certain covenant defaults under the Company's credit facilities. The Company
intends to file the Annual Report on July 5, 2017.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Mark S. Hiltwein
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(212)
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863-9427
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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). Yes ☒ 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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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.
The Company
anticipates the financial statements to be included in the Annual Report will reflect a net loss of $19.8 million as compared
to a net loss of $5.5 million for the corresponding period for the last fiscal year. In addition, the Company expects that
the indebtedness under its credit facilities will be classified as current debt in the balance sheet to be included in such
financial statements due to the Company’s expectation of not being able to satisfy certain financial covenants under
such credit facilities during the ensuing twelve-month period, and, as a result of such debt classification, the Company
believes that the auditor's opinion to be included with such financial statements may express doubt about the Company's
ability to continue as a going concern. Provided the waivers noted in Part III are obtained and no new events of default
occur (or that additional waivers for any such new events of default are obtained), and assuming the conditions in any such
waivers are satisfied, the Company expects to be allowed to request additional funds under its credit facilities, which,
together with cash generated from operations, is expected to enable the Company to pay its ordinary and current expenses for
the next twelve months and continue as a going concern.
Forward-Looking
Statements
This
notification contains forward-looking statements, including those relating to our capital needs, expectations and intentions. Forward-looking
statements involve matters that are not historical facts. Because these statements involve anticipated events or conditions, forward-looking
statements often include words such as “anticipate,” “believe,” “can,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“should,” “target,” “will,” “would,” or similar expressions.
These statements
inherently involve a wide range of known and unknown uncertainties. The Company’s actual actions and results may differ materially
from what is expressed or implied by these statements. Factors that could cause such a difference include, but are not limited
to, those set forth as “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on June 16, 2016, and in the Company’s Quarterly Report filed with the Securities and Exchange Commission
on February 14, 2017. Given these factors, you should not rely on forward-looking statements, assume that past financial performance
will be a reliable indicator of future performance nor use historical trends to anticipate results or trends in future periods.
The Company undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Rand
Logistics, 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
June 30, 2017
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By:
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/s/ Mark S. Hiltwein
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Name: Mark S. Hiltwein
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Title: 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).
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