UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-13684
CUSIP Number: 018772103
| (CHECK ONE): | ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR | |
| For Period Ended December 31, 2015 | ||
| ¨ 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:
PART I. REGISTRANT INFORMATION
Alliance One International, Inc.
Full Name of Registrant
Former Name if Applicable
8001 Aerial Center Parkway, Post Office Box 2009
Address of Principal Executive Office (Street and Number)
Morrisville, NC 27560-2009
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)
| x | (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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(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 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
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(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.
Alliance One International, Inc. (the “Company”) is in the process of investigating discrepancies in accounts receivable and inventory of Alliance One Tobacco (Kenya) Limited that were discovered in the course of implementing current global restructuring and cost-saving initiatives. As a result of the continued investigation, the Company is unable to file its Form 10-Q for the three months ended December 31, 2015 (the “Form 10-Q”) by the prescribed due date without unreasonable expense or delay. The Company is working toward filing the Form 10-Q as soon as practicable. At this time, the Company is unable to represent that the Form 10-Q will be filed on or before the fifth calendar day following its prescribed due date.
Based on current information, the Company estimates the total amount of the discrepancies in Kenya to be just under $50 million at September 30, 2015, with approximately $3 million related to accounts receivable and approximately $47 million related primarily to inventory. Preliminary September 30, 2015 results, after giving effect to the discrepancies, estimate total accounts receivable and inventory at approximately $258 million and $965 million, respectively. The investigation is currently working to conclude a “roll-back” of the September 30, 2015 balance sheet to prior periods that will be utilized to help assess the magnitude of any effect on previously issued consolidated financial statements.
This Form 12b-25 contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events and may be impacted by the current investigation noted above. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based on the current beliefs and expectations of management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results may differ materially from those currently anticipated expected or projected. The following factors, among others, could cause actual results to differ from those expressed or implied by the forward-looking statements: changes in the timing of anticipated shipments, changes in anticipated geographic product sourcing, political instability in sourcing locations, currency and interest rate fluctuations, shifts in the global supply and demand position for tobacco products, resolution of tax matters, Alliance One’s ability to satisfy the New York Stock Exchange’s continued listing standards, and the impact of regulation and litigation on customers. Additional factors that could cause the Company’s results to differ materially from those expressed or implied by forward-looking statements can be found in its most recent Annual Report on Form 10-K and the other filings with the Securities and Exchange Commission (the “SEC”) which are available at the SEC’s Internet site (http://www.sec.gov).
PART IV. OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
| Joel Thomas | 919 | 379-4300 | ||||||
| (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). ¨ Yes x No |
The Company has not filed its Form 10-Q for the three months ended September 30, 2015.
| (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? ¨ Yes x 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.
As noted in the narrative above, the Company is currently investigating discrepancies in accounts receivable and inventory at its Kenyan subsidiary and is unable at this time to determine what prior periods will be impacted by any adjustments resulting from the discrepancies or whether such adjustments will be significant.
Alliance One International, 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: | February 10, 2016 | By: | /s/ Joel Thomas | |||||
| Name: | Joel Thomas | |||||||
| Title: | Executive Vice President – Chief Financial Officer |