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)
þ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
o (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, 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
o (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 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.
As disclosed in the Essex Rental Corp. (the "Company") Current Report on Form 8-K filed on March 22, 2016 with the SEC, the
Company reported that it entered into a Fifth Forbearance Agreement (the "Forbearance Agreement"), effective as of March 18, 2016, by and among Essex Crane, Wells Fargo Capital Finance LLC, as Administrative Agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC, and Medley Capital Corporation as lenders. In connection with the Forbearance Agreement, Essex Holdings, LLC ("Holdings") executed a Consent and Reaffirmation of its guaranty obligations to the Agent and Lenders, which is an exhibit to the Forbearance Agreement. The Forbearance Agreement and the Consent and Reaffirmation are the direct result of the previously disclosed events of default under the Essex Crane Fourth Amended and Restated Credit Agreement (the "Essex Crane Revolving Credit Facility").
As
a result of the foregoing and the related commitment of significant time and resources to such matters, the Company is unable, without unreasonable effort and expense, to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "2015 Form 10-K"). The Company is working diligently to finalize its 2015 Form 10-K.
PART IV -- OTHER INFORMATION
(1)
Name and telephone number
of person to contact in regard to this notification
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 þ No ¨
(3)
Is
it anticipated that any significant change in results of operations from the corresponding period for the fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ¨ No þ*
* The Company does not anticipate any significant change in its results of operations for its fiscal year ended December 31, 2015 as compared to its fiscal year ended December 31, 2014; however, no such definitive determination can be made until completion of the
Company's financial statement for such fiscal year.
Safe Harbor Statement
Certain written and oral statements made from time to time by the Company and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, the anticipated timing of filing of the
Company's 2015 Form 10-K and the expectation that no significant changes in the Company's results of operations will be disclosed by the 2015 Form 10-K. These statements also include statements of the Company’s intent and belief or current expectations of the Company and its management team and may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "will", "should", "seek", the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the continued ability of the Company to successfully execute its business plan, the possibility of a change in demand for the products and services that the Company provides, intense competition which may require us to lower prices or offer more favorable terms of sale, our reliance on third party suppliers, our indebtedness which could limit our operational and financial flexibility, global economic factors including interest rates, general economic conditions, geopolitical events and
regulatory changes, our dependence on our management team and key personnel, as well as other relevant risks detailed in our Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission and available on our website, www.essexrentalcorp.com. The factors listed here are not exhaustive. Many of these uncertainties and risks are difficult to predict and beyond management's control. Forward-looking statements are not guarantees of future performance, results or events. The Company assumes no obligation to update or supplement forward-looking information in statement whether to subsequent events or circumstances, or otherwise.
ESSEX
RENTAL CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
