-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KUG080DB6SyAtciPadKFkXPj9OzMcnfv3bXL0HH/ooxouAsdti1HaS9yHeSsE/Bv A7RQhDXOQECL0n1gyZ6k3Q== 0000922907-05-000201.txt : 20050316 0000922907-05-000201.hdr.sgml : 20050316 20050315185215 ACCESSION NUMBER: 0000922907-05-000201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050315 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MOBILE HOMES INC CENTRAL INDEX KEY: 0000752642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221890929 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12690 FILM NUMBER: 05683011 BUSINESS ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 7325779997 MAIL ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 8-K 1 form8k_031505.htm FORM 8-K FOR UNITED MOBILE HOMES, INC. Form 8-K for United Mobile Homes, Inc.


- --------------------------------------------------------------------------------
                                  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): March 15, 2005
                     --------------------------------------

                            United Mobile Homes, Inc.
             (Exact name of registrant as specified in its charter)
                     --------------------------------------

         Maryland                   001-12690                   22-1890929
(State or other jurisdiction       (Commission                 (IRS Employer
    of incorporation)              File Number)              Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ     07728
  (Address of principal executive offices)                            (Zip Code)

     Registrant's telephone number, including area code:     (732) 577-9997

                                 Not Applicable
         (Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

[ ] 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))

- --------------------------------------------------------------------------------



                                       1





Item 2.02 Results of Operations and Financial Condition.

     On March 15, 2005, United Mobile Homes, Inc. issued a press release
announcing that it would restate its previously issued financial statements to
correct its accounting for interest rate swap agreements and would file a Form
12b-25 seeking an extension of time within which to file its annual report on
Form 10-K for the fiscal year ended December 31, 2004. A copy of the press
release is attached hereto as Exhibit 99.1.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

     (a)  See Item 2.02, above, and the press release dated March 15, 2005
          attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits. The following exhibits are furnished pursuant to Item 2.02
          and Item 4.02.

     99.1 United Mobile Homes, Inc. Press Release dated March 15, 2005.



                                    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.



                               UNITED MOBILE HOMES, INC.


Date:  March 15, 2005
                               By:    /s/ Anna T. Chew
                                  ----------------------------------------------
                               Name:  Anna T. Chew
                               Title: Vice President and Chief Financial Officer



EX-99.1 2 form8k_031505exh991.htm EXHIBIT 99.1 Exhibit 99.1 to Form 8-K


FOR IMMEDIATE RELEASE                             March 15, 2005
                                                  CONTACT:  Rosemarie Faccone
                                                            Susan Jordan
                                                            732-577-9997



          UNITED MOBILE HOMES, INC. ANNOUNCES RESTATEMENT OF FINANCIAL
            STATEMENTS TO CORRECT ACCOUNTING FOR INTEREST RATE SWAP
                                   AGREEMENTS



     FREEHOLD,  NJ, March 15, 2005......  United Mobile Homes,  Inc.  (AMEX:UMH)
announced  today that 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.  KPMG 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 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.

     The restated  financial  statements  for the two year period ended December
31, 2003, the four quarters of 2003 and the first three quarters of 2004 will be
reflected in the  Company's  2004 Annual Report on Form 10-K.  Accordingly,  the
financial statements and the related independent  auditors' reports contained in
the Company's prior filings with the Securities and Exchange  Commission  should
no longer be relied upon.

     Due to this  restatement,  the  Company  does not  expect  to file its 2004
Annual  Report  on Form  10-K  by  March  16,  2005.  The  Company  will  file a
Notification  of Late  Filing on Form 12b-25 with the  Securities  and  Exchange
Commission today in connection with this delay.

     United Mobile Homes,  Inc., a publicly-owned  real estate investment trust,
owns and operates  twenty-seven  manufactured  home  communities  located in New
Jersey, New York,  Pennsylvania,  Ohio and Tennessee.  In addition,  the Company
owns a portfolio of REIT securities.

     This press release contains various "forward-looking statements" within the
meaning of the Securities  Act of 1933 and the Securities  Exchange Act of 1934,
and the Company intends that such  forward-looking  statements be subject to the
safe harbors created  thereby.  The words "may",  "will",  "expect",  "believe",
"anticipate",   "should",   "estimate",   and   similar   expressions   identify
forward-looking   statements.   These  forward-looking  statements  reflect  the
Company's  current views with respect to future events and finance  performance,
but are based upon  current  assumptions  regarding  the  Company's  operations,
future results and prospects,  and are subject to many uncertainties and factors
relating to the Company's  operations and business  environment  which may cause
the actual  results of the Company to be  materially  different  from any future
results expressed or implied by such forward-looking statements.

     Such factors include, but are not limited to, the following: (i) changes in
the general economic climate; (ii) increased competition in the geographic areas
in which the Company owns and operates  manufactured housing communities;  (iii)
changes  in  government  laws and  regulations  affecting  manufactured  housing
communities;  and (iv) the  ability of the  Company  to  continue  to  identify,
negotiate and acquire  manufactured housing communities and/or vacant land which
may be developed into manufactured housing communities on terms favorable to the
Company.  The Company  undertakes no obligation to publicly update or revise any
forward-looking  statements  whether  as a  result  of new  information,  future
events, or otherwise.





-----END PRIVACY-ENHANCED MESSAGE-----