NT 10-Q 1 d386760dnt10q.htm NT 10-Q NT 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

Commission File Number 000-51288

 

(Check One):      

☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended: March 31, 2017
  ☐  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

CNL Lifestyle Properties, Inc.

Full Name of Registrant:

N/A

Former Name if Applicable:

450 South Orange Ave.

Orlando, Florida 32801

Address of Principal Executive Office (Street and Number):

 

 

 

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)

 

☒      (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

  (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

 

  (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. (Attach extra sheets if needed.)

On March 24, 2017, the stockholders of CNL Lifestyle Properties, Inc. (the “Company”) approved the sale of its remaining properties and a plan of complete liquidation and dissolution. As a result, the Company was required to adopt liquidation basis of accounting as of March 31, 2017. Due to dual accounting treatments for the Company’s assets, going concern accounting for the period from January 1, 2017 through March 31, 2017 and liquidation accounting as of March 31, 2017, as well as the complexities associated with determining the value of the Company’s net assets in accordance with GAAP, the Company has been unable, without unreasonable effort or expense, to finalize some of its estimates required in its unaudited consolidated financial statements, related notes and other information required for its Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”) within the prescribed time period. In accordance with Rule 12b-25(b)(2) of the Securities Exchange Act of 1934, as amended, and pursuant to Part II(b) of this Form 12b-25, the Company undertakes to file the Form 10-Q on or before May 19, 2017.

 

 

PART IV — OTHER INFORMATION

 

(1)  Name and telephone number of person to contact in regard to this notification.

 

   Name: Tammy Tipton
   Area code and telephone number: 407-650-1000

 

(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    ☐  No

 

(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    ☒  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.

 

 

 

CNL Lifestyle Properties, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: 

  May 15, 2017     By:     

/s/ Tammy J. Tipton

          Tammy J. Tipton
          Chief Financial Officer and Treasurer