form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______
FORM
8-K
______
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
April
18, 2008
Date
of Report (Date of earliest event reported)
______
CENTRO
NP LLC
(Exact
Name of Registrant as Specified in Charter)
______
Maryland
|
1-12244
|
64-0955724
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
420
Lexington Avenue, New York, New York 10170
(Address
of principal executive offices, including zip code)
212-869-3000
______
(Registrant’s
telephone number, including area code)
______
(Former
Name or Former Address, if Changed Since Last Report)
______
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
4.02
|
Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim
Review.
|
On April 18, 2008, Centro NP LLC (the
“Company”) concluded that the Company would be required to restate its
consolidated financial statements as of December 31, 2007 and for the period
from April 5, 2007 through December 31, 2007 to record an impairment of the
Company’s intangible assets and that the consolidated financial statements
appearing in the Company’s original Annual Report on Form 10-K filed on April
16, 2008 should no longer be relied upon. On April 18, 2008, the
Company filed Amendment No. 1 to its Annual Report on Form 10-K ("Amendment No.
1") amending its consolidated financial statements to reflect the proper
impairment. As described in Note 4 to Amendment No. 1, after undertaking
an impairment analysis, the Company determined that an impairment charge of
$77.7 million (with no tax benefit) was required to reduce the carrying amount
of the Company’s intangible asset balance. The impairment charge was
required due to the significant reduction in the Company’s, and its affiliates,
forecast cashflow streams derived from certain property and funds management
services. Upon announcement of the Company’s ultimate parents’
liquidity and refinancing position on December 17, 2007, there was a severe
market reaction which significantly impaired the Company’s and its ultimate
parents’ ability to continue to grow their funds management business. The
following table sets forth the impacts of the restatement on the Company’s
financial position and results of operations.
|
As
Originally Reported
|
Adjustment
|
As
Restated
|
Intangible
assets, net of accumulated amortization of $99,201
|
$784,385
|
$(77,676)
|
$706,709
|
|
|
|
|
Accumulated
distributions in excess of net income
|
$(486,956)
|
$(77,676)
|
$(564,632)
|
|
|
|
|
Impairment
of goodwill and other intangibles
|
$475,175
|
$77,676
|
$552,851
|
|
|
|
|
Loss
from continuing operations
|
$(487,230)
|
$(77,676)
|
$(564,906)
|
|
|
|
|
Net
loss
|
$(486,956)
|
$(77,676)
|
$(564,632)
|
The Company’s Chief Executive Officer
and Chief Financial Officer have discussed the matters disclosed in this Current
Report on Form 8-K with PricewaterhouseCoopers LLP, the Company’s Independent
Registered Public Accounting Firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
April 24, 2008
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CENTRO
NP LLC
|
|
|
|
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By:
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_/s/ Steven
Siegel____________________
|
|
|
Executive
Vice President, General Counsel
and
Secretary
|