-----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, LgvNHjeYFUY2w4YMeGM2k17daQnVdo4g236jAqs9n8DYGZDNmiwY87++QfAf4GT7 O1HrQUBfJ2ycvLDOugXziQ== 0000752642-04-000016.txt : 20040507 0000752642-04-000016.hdr.sgml : 20040507 20040507143912 ACCESSION NUMBER: 0000752642-04-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040507 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12690 FILM NUMBER: 04788590 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 10-Q 1 umh10q033104.txt FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended _________________________ For Quarter Ended Commission File Number March 31, 2004 0-13130 UNITED MOBILE HOMES, INC. (Exact name of registrant as specified in its charter) Maryland 22-1890929 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ 07728 Registrant's telephone number, including area code (732) 577-9997 (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 125-2 of the Exchange Act). Yes X No The number of shares outstanding of issuer's common stock as of May 1, 2004 was 8,432,023 shares. UNITED MOBILE HOMES, INC. for the QUARTER ENDED MARCH 31, 2004 PART I - FINANCIAL INFORMATION Page No. Item 1 - Financial Statements (Unaudited) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6-9 Item 2 - Management's Discussion and Analysis of Financial Conditions and Results of Operations 10-13 Item 3 - Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding year to the date of this Form 10-Q. Item 4 - Controls and Procedures 12 PART II - OTHER INFORMATION 14 SIGNATURES 15 Page 2 UNITED MOBILE HOMES, INC CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
March 31, December 31, -ASSETS- 2004 2003 __________ __________ (Unaudited) INVESTMENT PROPERTY AND EQUIPMENT Land $8,412,970 $ 6,927,971 Site and Land Improvements 61,158,495 59,202,516 Buildings and Improvements 3,026,780 2,790,612 Rental Homes and Accessories 9,762,380 9,581,123 __________ __________ Total Investment Property 82,360,625 78,502,222 Equipment and Vehicles 4,973,302 4,664,006 __________ __________ Total Investment Property and Equipment 87,333,927 83,166,228 Accumulated Depreciation (38,408,349) (37,660,693) __________ __________ Net Investment Property and Equipment 48,925,578 45,505,535 __________ __________ OTHER ASSETS Cash and Cash Equivalents 2,419,748 3,244,871 Securities Available for Sale 26,954,225 31,096,211 Inventory of Manufactured Homes 3,463,671 3,635,954 Notes and Other Receivables 7,522,843 7,338,580 Unamortized Financing Costs 490,362 407,401 Prepaid Expenses 524,998 559,594 Land Development Costs 2,762,855 2,522,066 __________ __________ Total Other Assets 44,138,702 48,804,677 __________ __________ TOTAL ASSETS $93,064,280 $94,310,212 ========== ========== - LIABILITIES AND SHAREHOLDERS' EQUITY - LIABILITIES: MORTGAGES PAYABLE $44,745,190 $ 44,222,675 __________ __________ OTHER LIABILITIES Accounts Payable 291,539 655,648 Loans Payable 3,140,914 7,840,962 Accrued Liabilities and Deposits 2,016,373 1,988,525 Tenant Security Deposits 497,381 502,626 __________ __________ Total Other Liabilities 5,946,207 10,987,761 __________ __________ Total Liabilities 50,691,397 55,210,436 __________ __________ SHAREHOLDERS' EQUITY: Common Stock - $.10 par value per share, 20,000,000 shares authorized,8,763,741 and 8,557,130 shares issued and 8,371,441 and 8,164,830 shares outstanding as of March 31, 2004 and December 31, 2003, respectively 876,374 855,713 Excess Stock - $.10 par value per share, 3,000,000 shares authorized, no shares issued or outstanding -0- -0- Additional Paid-In Capital 39,546,442 36,304,626 Accumulated Other Comprehensive Income 3,964,664 5,308,195 Undistributed Income 1,695,325 341,164 Treasury Stock, at Cost (392,300 shares) (3,709,922) (3,709,922) __________ __________ Total Shareholders' Equity 42,372,883 39,099,776 __________ __________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $93,064,280 $94,310,212 ========== ==========
-UNAUDITED- See Accompanying Notes to Consolidated Financial Statements Page 3 UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
2004 2003 ____ ____ REVENUES: Rental and Related Income $5,344,750 $5,149,611 Sales of Manufactured Homes 1,542,342 1,496,093 Interest and Dividend Income 739,827 885,361 Gain on Securities Available for Sales Transactions, net 1,820,354 194,516 Other Income 18,336 25,591 __________ __________ Total Revenues 9,465,609 7,751,172 __________ __________ EXPENSES: Community Operating Expenses 2,459,665 2,346,651 Cost of Sales of Manufactured Homes 1,217,212 1,193,019 Selling Expenses 345,295 275,238 General and Administrative Expenses 625,289 565,096 Interest Expense 739,712 828,035 Depreciation Expense 770,700 716,659 Amortization of Financing Costs 24,810 30,300 __________ __________ Total Expenses 6,182,683 5,954,998 __________ __________ Income before Gain on Sales of Investment Property and Equipment 3,282,926 1,796,174 (Loss) Gain on Sales of Investment Property and Equipment (5,259) 6,302 __________ __________ Net Income $3,277,667 $1,802,476 ========== ========== Net Income per Share - Basic $ 0.40 $ 0.23 ========== ========== Diluted $ 0.39 $ 0.23 ========== ========== Weighted Average Shares Outstanding - Basic 8,256,598 7,692,519 ========== ========== Diluted 8,355,420 7,785,396 ========== ==========
-UNAUDITED- See Accompanying Notes to Consolidated Financial Statements Page 4 UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
2004 2003 ____ ____ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $3,277,667 $1,802,476 Non-Cash Adjustments: Depreciation 770,700 716,659 Amortization 24,810 30,300 Stock Compensation Expense 28,427 -0- Gain on Securities Available for Sale Transactions (1,820,354) (194,516) Loss (Gain) on Sales of Investment Property and Equipment 5,259 (6,302) Changes in Operating Assets and Liabilities: Inventory of Manufactured Homes 172,283 (36,460) Notes and Other Receivables (184,263) (40,057) Prepaid Expenses 34,596 (66,989) Accounts Payable (364,109) (594,520) Accrued Liabilities and Deposits 27,848 (11,866) Tenant Security Deposits (5,245) (1,834) __________ __________ Net Cash Provided by Operating Activities 1,967,619 1,596,891 __________ __________ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Manufactured Home Community (3,535,400) -0- Purchase of Investment Property and Equipment (670,952) (377,527) Proceeds from Sales of Assets 10,350 81,683 Additions to Land Development (240,789) (189,175) Purchase of Securities Available for Sale (2,039,284) (188,786) Proceeds from Sales of Securities Available for Sale 6,658,093 665,566 __________ __________ Net Cash Provided (Used) by Investing Activities 182,018 (8,239) __________ __________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Mortgages and Loans 2,000,000 -0- Principal Payments of Mortgages and Loans (6,177,533) (1,371,753) Financing Costs on Debt (107,771) (16,148) Proceeds from Issuance of Common Stock 2,809,342 -0- Proceeds from Exercise of Stock Options -0- 201,950 Dividends Paid, net of amount reinvested (1,498,798) (1,258,575) __________ __________ Net Cash Used by Financing Activities (2,974,760) (2,444,526) __________ __________ NET DECREASE IN CASH AND CASH EQUIVALENTS (825,123) (855,874) CASH & CASH EQUIVALENTS - BEGINNING 3,244,871 2,338,979 __________ __________ CASH & CASH EQUIVALENTS - ENDING $2,419,748 $1,483,105 ========== ==========
-UNAUDITED- See Accompanying Notes to Consolidated Financial Statements Page 5 UNITED MOBILE HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 (UNAUDITED) NOTE 1 - ORGANIZATION AND ACCOUNTING POLICY The interim consolidated financial statements furnished herein reflect all adjustments which were, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2004 and for all periods presented. All adjustments made in the interim period were of a normal recurring nature. Certain footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements and notes thereto included in the annual report of the Company for the year ended December 31, 2003 have been omitted. United Mobile Homes, Inc. (the Company), through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (S&F), conducts manufactured home sales in its communities. This company was established to enhance the occupancy of the communities. The consolidated financial statements of the Company include S&F and all of its other wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements for prior periods to conform to the current period presentation. Employee Stock Options Prior to January 1, 2003, the Company accounted for its stock option plan under the recognition and measurement provision of APB Opinion No. 25, "Accounting for Stock Issued to Employees", and the related interpretations. No stock-based employee compensation was reflected in net income prior to January 1, 2003. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123, "Accounting for Stock Based Compensation". The Company has selected the prospective method of adoption under the provisions of SFAS No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure". SFAS 123 requires that compensation cost for all stock awards be calculated and recognized over the service period (generally equal to the vesting period). This compensation cost is determined using option pricing models, intended to estimate the fair value of the awards at the grant date. Had compensation cost been determined consistent with SFAS No. 123, the Company's net income and earnings per share for the three months ended March 31, 2004 and 2003 would have been reduced to the pro forma amounts as follows: Page 6 NOTE 1 - ORGANIZATION AND ACCOUNTING POLICY, (CONT'D.) 2004 2003 ____ ____ Net Income prior to Compensation expense $3,306,094 $1,802,476 Compensation expense 28,427 -0- __________ __________ Net Income as Reported 3,277,667 1,802,476 Compensation expenses if the fair value method had been applied -0- 4,407 __________ __________ Net Income Pro forma $3,277,667 $1,798,069 ========== ========== Net Income per share - as reported Basic $ .40 $ .23 Diluted $ .39 $ .23 Net Income per share - pro forma Basic $ .40 $ .23 Diluted $ .39 $ .23 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighed-average assumptions used for grants in the following years: 2004 2003 2002 Dividend yield 6.06% 6.14% 6.75% Expected volatility 19% 19% 13% Risk-free interest rate 3.54% 3.91% 3.40% Expected lives 8 8 8 The weighted-average fair value of options granted during the three months ended March 31, 2004 was $1.23. There were no options granted during the three months ended March 31, 2003. During the three months ended March 31, 2004, the following stock options were granted: Date of Number of Number Option Expiration Grant Employees of Price Date Shares 1/16/04 1 25,000 $18.62 1/16/12 During the three months ended March 31, 2004, no employees exercised their stock options and no options expired without being exercised. As of March 31, 2004, there were options outstanding to purchase 331,000 shares and 1,411,000 shares were available for grant under the Company's 2003 Stock Option Plan. Page 7 NOTE 2 - NET INCOME PER SHARE AND COMPREHENSIVE INCOME Basic net income per share is calculated by dividing net income by the weighted average shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. Options in the amount of 98,822 and 92,877 shares for the three months ended March 31, 2004 and 2003, respectively, are included in the diluted weighted average shares outstanding. The following table sets forth the components of the Company's comprehensive income for the three months ended March 31, 2004 and 2003: 2004 2003 ____ ____ Net Income $3,277,667 $1,802,476 Decrease in unrealized gain on securities available for sale (1,343,531) (386,182) __________ __________ Comprehensive Income $1,934,136 $1,416,294 ========== ========== NOTE 3 - INVESTMENT PROPERTY AND EQUIPMENT On March 1, 2004, the Company acquired Bishop's Mobile Home Court and Whispering Pines Community, in Somerset Township, Pennsylvania. Bishop's Mobile Home Court is an existing family community consisting of 124 sites, located next to Whispering Pines Community, a 55-and-older community consisting of 15 existing home sites and an additional 60 acres for expansion. The Company will rename Bishop's Mobile Home Court as Somerset Estates. The total purchase price was approximately $3,500,000. The Company obtained a $2,000,000 mortgage with Somerset Trust Company which matures on February 26, 2019. The interest rate is fixed at 5.25% for three years and is adjusted every three years based upon the three-year Treasury rate plus 3.25%. NOTE 4 - SECURITIES AVAILABLE FOR SALE AND DERIVATIVE INSTRUMENTS During the three months ended March 31, 2004, the Company sold or redeemed $4,837,739 in securities available for sale, recognizing a gain of $1,820,354. Included in these sales are sales of 550,000 shares of Monmouth Real Estate Investment Corporation (an affiliated company) common stock for a gain of $1,413,571. During the three months ended March 31, 2004, the Company invested in futures contracts on ten-year Treasury notes with a notional amount of $3,400,000, with the objective of reducing the exposure of the debt securities portfolio to market rate fluctuations. Changes in the market value of these derivatives have been recorded in interest and dividend income with corresponding amounts recorded in accrued liabilities and deposits on the balance sheet. The fair value of the derivatives at March 31, 2004 was a liability of $33,312. Page 8 NOTE 5 - MORTGAGES PAYABLE Effective March 1, 2004, the Company extended the Sandy Valley mortgage for an additional five years. This mortgage payable is due on March 1, 2009 with the interest rate reset at 4.75%. NOTE 6 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN On March 15, 2004, the Company paid $1,923,506 of which $424,708 was reinvested, as a dividend of $.2325 per share to shareholders of record as of February 17, 2004. On April 1, 2004, the Company declared a dividend of $.235 per share to be paid on June 15, 2004 to shareholders of record May 17, 2004. During the three months ended March 31, 2004, the Company received, including dividends reinvested, a total of $3,234,050 from the Dividend Reinvestment and Stock Purchase Plan. There were 206,611 new shares issued under the Plan. NOTE 7 - EMPLOYMENT AGREEMENTS The Company has an employment agreement with Mr. Eugene W. Landy, Chairman of the Board. Under this agreement his base compensation was $150,000 per year. This contract expired in 1998 and had been renewed for one-year periods. Effective January 1, 2004, this agreement was amended to increase Mr. Landy's annual base compensation to $175,000. Additionally, Mr. Landy's pension has been extended for an additional three years. This amendment did not have a material impact on the Company's financial statements. NOTE 8 - CONTINGENCIES The Company is subject to claims and litigation in the ordinary course of business. Management does not believe that any such claim or litigation will have a material adverse effect on the consolidated balance sheet or results of operations. NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the three months ended March 31, 2004 and 2003 for interest was $780,212 and $860,635, respectively. Interest cost capitalized to Land Development was $40,500 and $32,600 for the three months ended March 31, 2004 and 2003, respectively. During the three months ended March 31, 2004 and 2003, the Company had dividend reinvestments of $424,708 and $451,661, respectively, which required no cash transfers. Page 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS OVERVIEW The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and notes thereto included elsewhere herein and in our annual report on Form 10-K for the year ended December 31, 2003. The Company is a real estate investment trust (REIT). The Company's primary business is the ownership and operation of manufactured home communities - leasing manufactured home spaces on a month-to-month basis to private manufactured home owners. The Company also leases homes to residents and, through its taxable REIT subsidiary, UMH Sales and Finance, Inc. (S&F), sells homes to residents and prospective residents of our communities. Total revenue increased from $7,751,172 for the quarter ended March 31, 2003 to $9,465,609 for the quarter ended March 31, 2004 primarily due to the increase in gain on securities available for sale and acquisitions of new communities. Total expenses increased from $5,954,998 for the quarter ended March 31, 2003 to $6,182,683 for the period ended March 31, 2004 primarily due to acquisitions of new communities. On March 1, 2004, the Company acquired a manufactured home community in Somerset Township, Pennsylvania. The Company now owns twenty-seven communities containing 6,268 sites. The communities are located in New Jersey, New York, Ohio, Pennsylvania and Tennessee. CHANGES IN RESULTS OF OPERATIONS Rental and related income increased from $5,149,611 for the quarter ended March 31, 2003 to $5,344,750 for the quarter ended March 31, 2004. This was primarily due to the acquisitions of the new communities during 2003 and 2004 and rental increases to residents. The Company has been raising rental rates by approximately 3% to 4% annually. Interest and dividend income decreased from $885,361 for the quarter ended March 31, 2003 to $739,827 for the quarter ended March 31, 2004. This was due primarily to sales of Securities available for sale during 2003 and 2004. Gain on securities available for sale transactions amounted to $1,820,354 and $194,516 for the quarters ended March 31, 2004 and 2003, respectively. This increase was primarily the result of the Company's decision to take advantage of the rise in price of the securities portfolio in the fourth quarter of 2003 and the first quarter of 2004. Management does not expect to recognize the same level of realized gains on sale of securities in future quarters due to a decline in market values of REIT securities occurring after the first quarter of 2004. Community operating expenses increased from $2,346,651 for the quarter ended March 31, 2003 to $2,459,665 for the quarter ended March 31, 2004. This was primarily due to the acquisitions of the new communities in 2003 and 2004 and increased real estate taxes and legal fees. General and administrative expenses increased from $565,096 for the quarter ended March 31, 2003 to $625,289 for the quarter ended March 31, 2004. This was primarily due to an increase in personnel costs and professional fees. Interest expense decreased from $828,035 for the quarter ended March 31, 2003 to $739,712 for the quarter ended March 31, 2004. This was primarily due Page 10 CHANGES IN RESULTS OF OPERATIONS, (CONT'D.) to a decrease in loans payable and the refinancing of existing mortgages at lower interest rates. Depreciation expense increased from $716,659 for the quarter ended March 31, 2003 to $770,700 for the quarter ended March 31, 2004. This was primarily due to the acquisitions of the new communities. Amortization of financing costs remained relatively stable for the quarter ended March 31, 2004 as compared to the quarter ended March 31, 2003. Sales of manufactured homes amounted to $1,542,342 and $1,496,093 for the quarters ended March 31, 2004 and 2003, respectively. Cost of sales of manufactured homes amounted to $1,217,212 and $1,193,019 for the quarters ended March 31, 2004 and 2003, respectively. Selling expenses amounted to $345,295 and $275,238 for the quarters ended March 31, 2004 and 2003, respectively. These fluctuations are directly attributable to the fluctuations in sales. Income from the sales operations (defined as sales of manufactured homes less cost of sales of manufactured homes less selling expenses) amounted to a loss of $20,165 for the quarter ended March 31, 2004 as compared to income of $27,836 for the quarter ended March 31, 2003, respectively. This decrease was primarily due to an increase in personnel costs. The Company believes that sales of new homes produces new rental revenue and is an investment in the upgrading of the communities. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities increased from $1,596,891 for the quarter ended March 31, 2003 to $1,967,619 for the quarter ended March 31, 2004 primarily due to a decrease in inventory of manufactured homes. The Company received, including dividends reinvested of $424,708, new capital of $3,234,050 through its Dividend Reinvestment and Stock Purchase Plan (DRIP). The Company sold $4,837,739, at cost, and purchased $2,039,284 of securities of other real estate investment trusts. Mortgages Payable increased by $522,515 as a result of a new mortgage of $2,000,000 partially offset by principal repayments of $1,477,485. Loans payable decreased by $4,700,048 due primarily to principal repayments. The Company believes that funds generated from operations together with the financing and refinancing of its properties will be sufficient to meet its needs over the next several years. FUNDS FROM OPERATIONS Funds from Operations (FFO) is defined as net income excluding gains (or losses) from sales of depreciable assets, plus depreciation. FFO should be considered as a supplemental measure of operating performance used by real estate investment trust (REITs). FFO excludes historical cost depreciation as an expense and may facilitate the comparison of REITs which have different cost bases. The items excluded from FFO are significant components in understanding and assessing the Company's financial performance. FFO (1) does not represent cash flow from operations as defined by generally accepted accounting principles; (2) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (3) is not an alternative to cash flow as a measure of liquidity. FFO, as calculated by the Company, may not be comparable to similarly entitled measures reported by other REITs. Page 11 FUNDS FROM OPERATIONS, (CONT'D.) The Company's FFO for the quarter ended March 31, 2004 and 2003 is calculated as follows: 2004 2003 ____ ____ Net Income $3,277,667 $1,802,476 Loss (Gain) on Sales of Depreciable Assets 5,259 (6,302) Depreciation Expense 770,700 716,659 __________ __________ FFO $4,053,626 $2,512,833 ========== ========== The following are the cash flows provided (used) by operating, investing and financing activities for the three months ended March 31, 2004 and 2003: 2004 2003 ____ ____ Operating Activities $1,967,619 $1,596,891 Investing Activities 182,018 (8,239) Financing Activities (2,974,760) (2,444,526) CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer, with the assistance of other members of the Company's management, have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective. The Company's Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. SAFE HARBOR STATEMENT This Form 10-Q 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 Page 12 SAFE HARBOR STATEMENT, (CONT'D.) 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. Page 13 PART II OTHER INFORMATION Item 1 - Legal Proceedings - none Item 2 - Changes in Securities - none Item 3 - Defaults Upon Senior Securities - none Item 4 - Submission of Matters to a Vote of Security Holders - none Item 5 - Other Information - none Item 6 - Exhibits and Reports on Form 8-K - (a) Exhibits - 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (b) Reports on Form 8-K - none Page 14 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED MOBILE HOMES, INC. DATE: May 3, 2004 By /s/ Samuel A. Landy Samuel A. Landy President DATE: May 3, 2004 By /s/ Anna T. Chew Anna T. Chew Vice President and Chief Financial Officer EX-31.1 2 umhexhibit311.txt CERTIFICATION PURSUANT TO U.S.C.SECTION 1350, 302 Exhibit 31.1 CERTIFICATIONS I, Eugene W. Landy, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United Mobile Homes, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's interna control over financial reporting. Date: May 3, 2004 By: /s/ Eugene W. Landy Eugene W. Landy Chief Executive Officer EX-31.2 3 umhexhibit312.txt CERTIFICATION PURSUANT TO U.S.C.SECTION 1350, 302 Exhibit 31.2 CERTIFICATIONS I, Anna T. Chew, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United Mobile Homes, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's interna control over financial reporting. Date: May 3, 2004 By: /s/ Anna T. Chew Anna T. Chew Chief Financial Officer EX-32 4 umhexhibit32.txt CERTIFICATION PURSUANT TO U.S.C.SECTION 1350, 906 Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of United Mobile Homes, Inc. (the "Company") for the quarterly period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Eugene W. Landy, as Chief Executive Officer of the Company, and Anna T. Chew, as Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Eugene W. Landy Name: Eugene W. Landy Title: Chief Executive Officer Date: May 3, 2004 By: /s/ Anna T. Chew Name: Anna T. Chew Title: Chief Financial Officer Date: May 3, 2004 -----END PRIVACY-ENHANCED MESSAGE-----