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
Date
of Report (Date of earliest event reported): May 10,
2006
_______________________
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
MARYLAND
|
|
1-7797
|
|
52-0551284
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
3000
Leadenhall Road
Mt.
Laurel, New Jersey 08054
(Address
of principal executive offices, including zip code)
(856)
917-1744
(Registrant’s
telephone number, including area code)
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
8.01. Other Events.
On
March
1, 2006 and March 17, 2006, PHH Corporation (“PHH”, “Company”, “we” or “our”)
filed Current Reports on Form 8−K (collectively, the “Form 8-Ks”) with the
Securities and Exchange Commission (“SEC”), indicating that we did not expect to
meet the extended March 31, 2006 SEC deadline to file our Annual Report on
Form
10-K for the year ended December 31, 2005 (“Form 10-K”) because we had not yet
finalized our financial statements for the fourth quarter and fiscal year 2005
and the audit of our 2005 financial statements was and is ongoing. Due to the
continuing review of these matters and other matters described in the Form
8-Ks
and in our Form 12b-25 Notification of Late Filing previously filed with the
SEC
on March 17, 2006 regarding the delay in filing of our Form 10-K, we have
determined that we will need to delay the filing of the Form 10-Q for the fiscal
quarter ended March 31, 2006 (“Form 10-Q”) beyond the SEC’s filing deadline. We
are working diligently to complete the Form 10-K and commence work on the Form
10-Q, but we are unable at this time to provide an expected date for these
filings.
Because
our assessment and the preparation of our 2005 financial statements continues,
at this time, we are unable to present our results of operations for fiscal
2005
or to provide an estimate of our expected net loss for 2005, which was primarily
the result of charges associated with the Company’s spin-off from Cendant
Corporation on February 1, 2005 (the “Spin-Off”), or an estimate comparing our
expected net loss for 2005 to the net income we reported for the year ended
December 31, 2004. Similarly, at this time, we are unable to estimate our
results of operations for the fiscal quarter ended March 31, 2006 or to provide
an estimate of our expected net loss or net income for the first quarter of
2006
or an estimate comparing our expected net loss or net income for the first
quarter of 2006 to the net loss we reported for the first quarter of 2005,
which
was primarily the result of Spin-Off related expenses. The accounting matters
identified at this stage in the Form 8-Ks as well as the potential impact of
these matters on our financial statements remain preliminary and are subject
to
change and we are unable at this time to estimate the potential impact of a
number of items.
As
we
continue the process of evaluating the accounting issues identified in the
Form
8-Ks and completing the preparation of our 2005 financial statements and
commence work on the Form 10-Q, these and other accounting issues may be
identified which, individually or in the aggregate, may result in material
impairments to assets and/or material adjustments to or restatements of our
financial statements for prior periods or prior fiscal years. As disclosed
in
the Form 8-Ks, we expect that a material charge for impairment associated with
certain of the assets described in the Form 8-Ks may be required under generally
accepted accounting principles.
We
continue to believe we have adequate liquidity to fund our operating cash needs.
We have obtained certain waivers and continue to seek additional waivers to
provide our audited financial statements, or the audited financial statements
of
our subsidiaries, and reports relying upon such financial statements to certain
lenders, trustees and other third parties in connection with our financing,
servicing, hedging and related agreements and instruments (collectively, our
“Financing Agreements”). On May 5, 2006, our wholly-owned subsidiary, Chesapeake
Funding, LLC obtained a waiver from its lenders permitting the delay of the
delivery of an annual servicing report required by the Base Indenture and
related supplements thereto, each dated as of March 7, 2006 and described in
our
Current Report on Form 8-K filed on March 13, 2006, until June 15, 2006. Under
certain of our Financing Agreements, the lenders or trustees have the right
to
notify us if they believe we have breached a covenant under the operative
documents and may declare an event of default. If one or more notices of default
were to be given, we believe we would have various periods in which to cure
such
events of default. If we did not cure the events of default or obtain necessary
waivers within the required time periods or certain extended time periods,
the
maturity of some of our debt could be accelerated and our ability to incur
additional indebtedness could be restricted. In addition, we have obtained
certain waivers and continue to seek additional waivers to provide audited
financial statements of our subsidiaries, and reports relying upon such
financial statements to certain regulators, investors in mortgage loans, and
other third parties in order to satisfy federal and state insurance and mortgage
regulations and certain contractual requirements.
There
can
be no assurance that any required waivers will be received on a timely basis,
if
at all, or that any waivers obtained, including the waivers we have already
obtained as described above, will extend for a sufficient period of time to
avoid an event of default or other restrictions on our business operations.
Moreover, failure to obtain waivers could be material and adverse to our
business, liquidity and financial condition.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. These statements
are
subject to known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Statements preceded by, followed by or that
otherwise include the words "believes", "expects", "anticipates", "intends",
"projects", "estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will", "should", "would",
"may" and "could" are generally forward-looking in nature and not historical
facts.
You
should consider the areas of risk described under the heading “Cautionary Note
Regarding Forward-Looking Statements” in our periodic reports under the
Securities Exchange Act of 1934, as amended, and those risk factors included
as
Exhibit 99 thereto, titled “Risk Factors Affecting our Business and Future
Results,” in connection with any forward-looking statements that may be made by
us and our businesses generally. Except for our ongoing obligations to disclose
material information under the federal securities laws, we undertake no
obligation to release publicly any updates or revisions to any forward-looking
statements, to report events or to report the occurrence of unanticipated events
unless required by law.
SIGNATURE
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.
|
|
PHH
CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Clair M. Raubenstine
|
|
|
Name:
|
Clair
M. Raubenstine
|
|
|
Title:
|
Executive
Vice President and Chief Financial Officer
|
|
|
|
|
|
Dated:
May 11, 2006
|
|