opxnt10q08092007.htm
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UNITED
STATES
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SEC
FILE NUMBER
001-32171
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SECURITIES
AND EXCHANGE COMMISSION
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CUSIP
NUMBER
68384A
10 0
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Washington,
D.C. 20549
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FORM 12b-25
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NOTIFICATION
OF LATE FILING
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For
Period Ended: June 30, 2007
[ ]
Transition Report on Form 10-K
[ ]
Transition Report on Form 20-F
[ ]
Transition Report on Form 11-K
[ ]
Transition Report on Form 10-Q
[ ]
Transition Report on Form N-SAR
For
the
Transition Period Ended: ____________________
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
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Full
Name of Registrant
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Former
Name if Applicable
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Address
of Principal Executive Office (Street and
Number)
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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)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)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
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 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.
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Statements
in this Form 12b-25 that are not historical facts may be deemed forward−looking
statements within the meaning of the Securities Exchange Act of 1934, as
amended. The reader is cautioned that such forward-looking statements
are based on information available at the time and on the good faith belief
of
Opteum Inc.’s management with respect to future events, and are subject to a
variety of risks and uncertainties that could cause actual outcomes, performance
or results to differ materially from those expressed in such forward-looking
statements. Important factors that could cause such differences
include those factors described in Opteum Inc.'s filings with the Securities
and
Exchange Commission, including Opteum Inc.'s most recent Annual Report on Form
10-K or Quarterly Report on Form 10-Q. The Company undertakes no
obligation to publicly update or revise any forward−looking statements, whether
as a result of new information, future events or otherwise. However,
the reader is directed to the Company’s various filings with the Securities and
Exchange Commission available through the Company’s website at
www.opteum.com or through the SEC’s website at
www.sec.gov.
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Opteum
Inc. (the “Company”) is filing this Form 12b-25 to notify the Securities and
Exchange Commission (the “SEC”) of its inability to file its Quarterly Report on
Form 10-Q for the period ended June 30, 2007, by the required due date of August
9, 2007, for the following reasons:
On
June
30, 2007, the Company’s majority-owned subsidiary, Orchid Island TRS, LLC (then
known as Opteum Financial Services, LLC) (“OITRS”), completed the sale of
substantially all of the assets related to OITRS’s retail mortgage loan
origination business (the “Business”), and certain other assets associated with
OITRS’s corporate staff functions. As a result of the consummation of
this transaction, the residential mortgage loan origination operations of OITRS
were discontinued effective June 30, 2007, and these discontinued operations
are
required to be reported as such in the Company’s consolidated financial
statements for the period ended June 30, 2007. The reporting of
discontinued operations requires various estimates to be made by management
that
are not generally made in the Company’s ordinary course of
business. Owing to a reduction of personnel following the
consummation of the sale of the Business, the preparation of such estimates
have
delayed the completion and timely filing of the Company’s Quarterly Report on
Form 10-Q for the period ended June 30, 2007, and such delay could not have
been
avoided without unreasonable effort or expense. The Company currently
expects to file its Quarterly Report on Form 10-Q for the period ended June
30,
2007, on August 14, 2007, subject to the prior completion by Ernst & Young
LLP of required procedures for interim quarterly filings.
PART
IV — OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
J.
Christopher Clifton, Esq.
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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). xYes oNo
(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? xYes oNo
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 presently estimates that its consolidated stockholders’ equity at June
30, 2007, as will be reported on the consolidated balance sheet that will be
included in the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007, once filed, will be approximately $28.8 million.
For
the
three month period ended June 30, 2006, the Company reported a restated
consolidated net loss of $1,395,356. The Company presently estimates
that the Company’s consolidated net loss for the three month period ended June
30, 2007, as will be reported on the consolidated statement of operations that
will be included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007, once filed, will be approximately $162.5
million. The estimated consolidated net loss for the three month
period ended June 30, 2007, is significantly higher than the consolidated net
loss for the corresponding prior year period due, in part, to losses associated
with the discontinuation of operations at the Company’s majority-owned
subsidiary, Orchid Island TRS, LLC, and an other-than-temporary impairment
charge to earnings during the three month period ended June 30,
2007. As a result, comparisons of the Company’s consolidated results
of operations for the three month period ended June 30, 2007, to the Company’s
consolidated results of operations for the corresponding prior year period
are
not particularly meaningful.
The
Company presently estimates that the Company’s consolidated loss from continuing
operations for the three month period ended June 30, 2007, as will be reported
on the consolidated statement of operations that will be included in the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007,
once filed, will be approximately $82.0 million. The Company
presently estimates that the Company’s consolidated losses, net of tax,
associated with discontinued operations for the three month period ended June
30, 2007, as will be reported on the consolidated statement of operations that
will be included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007, once filed, will be approximately $80.5
million.
Opteum
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: August
10,
2007 By: /s/
Jeffrey J. Zimmer
Jeffrey
J. Zimmer,
Chairman, President and Chief Executive Officer