Form 12b-25 for Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-12690
CUSIP NUMBER: 911024 10 7
(Check One) |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_|
Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
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[ ] 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
United Mobile Homes, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
Juniper Business Plaza, 3499 Route 9 North, Suite 3-C
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Address of Principal Executive Office (Street and Number)
Freehold, New Jersey 07728
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (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 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, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The annual report on Form 10-K of United Mobile Homes, Inc. (the "Company")
for the period ended December 31, 2004 could not be filed with the Securities
and Exchange Commission on a timely basis without unreasonable effort or expense
in light of the circumstances described below.
Following a review of its accounting treatment of various interest rate
swaps, the Company, in consultation with its external auditors, KPMG LLP, has
determined that it is necessary to restate its previously issued financial
statements for periods ending on or prior to September 30, 2004. In an ongoing
review of its accounting policies, the Company determined that the accounting
for certain of its interest rate swaps did not comply with generally accepted
accounting principles in the U.S. (GAAP). Although management believes the
substance of the interest rate swaps achieved the original objectives of
converting certain variable rate debt to effectively fixed rate obligations,
certain technical documentation requirements for hedge accounting under
Financial Accounting Standards Board (FAS) Statement No. 133 "Accounting for
Derivative Instruments and Hedging Activities" and related interpretations were
not met.
Historically, the Company treated these interest rate swaps as embedded
derivatives and did not separately recognize the fair value of these derivatives
as an asset/liability in the Company's consolidated financial statements. The
Company disclosed these borrowings as fixed rate obligations. Since these
transactions do not qualify for hedge accounting under FAS Statement No. 133,
the Company must record the fair value of the derivatives as an asset/liability
and the changes in fair value as an income/expense in the period that such
changes occurred. KPMB LLP is in the process of completing their 2004 audit of
the Company's consolidated financial statements. Management estimates that these
non-cash adjustments have the effect of decreasing net income by approximately
$531,000 for the year ended December 31, 2002 and increasing net income by
approximately $390,000 for the year ended December 31, 2003. The
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impact of this accounting change for the nine months ended September 30, 2004 is
to increase net income by approximately $249,000. There is no effect on
historical or future net cash flows provided by operating activities.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eugene W. Landy (732) 577-9997
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(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). |X|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 |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.
United Mobile Homes, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 15, 2005 By: /s/ Anna T. Chew
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Name: Anna T. Chew
Title: Vice President and Chief Financial Officer
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