SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-05097
NOTIFICATION OF LATE FILING
(Check [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
One):
For Period Ended: MARCH 31, 1997
---------------------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
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
Full name of registrant UNITED VANGUARD HOMES, INC.
Former name if applicable
4 CEDAR SWAMP ROAD, GLEN COVE, NEW YORK 11542
- --------------------------------------------------------------------------------
Address of principal executive office
PART II. RULE 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 appropriate box.)
[X] (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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th 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.
<PAGE>
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Registrant is unable to file its Annual Report on Form 10-KSB for the
year ended March 31, 1997 without unreasonable effort or expense due to delays
in gathering information for inclusion therein.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
PAUL D'ANDREA (516) 759-1188
- --------------------------------------------------------------------------------
(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 the 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?
[X] 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.
United Vanguard Homes, Inc.
- --------------------------------------------------------------------------------
(Name of registrant as specified in charter)
Registrant has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date JUNE 18, 1997 By /s/ Paul D'Andrea
-------------------------------
Name: Paul D'Andrea
Title: Vice President - Finance
INSTRUCTION. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
-2-
<PAGE>
ATTACHMENT TO NOTIFICATION OF LATE FILING
OF
UNITED VANGUARD HOMES, INC.
PART IV -- OTHER INFORMATION
Attached are the unaudited consolidated statements of operations for
United Vanguard Homes, Inc. and subsidiaries for the 3 and 12 months ended March
31, 1997.
Registrant's revenues from resident and health services are up slightly
over 1 percent when compared with last year's numbers. The major reason for such
a small increase is attributable to Registrant's subsidiary Olds Manor, Inc.
which suffered a decline in earnings during the past year as a result of a
dispute with the State of Michigan. During this dispute, which has since been
resolved, the occupancy level dropped from 96.1 percent at the beginning of the
year to 74.3 percent as year-end. Development fee income decreased from
$1,004,000 earned a year ago to $220,000 this year, a $784,000 decline as a
result of restrictions on fees which may be recorded from current development
projects in progress.
Total resident operating expenses have increased by 3.8 percent over
last year, mostly as a result of normal payroll increases. General and
administrative expenses have increased due to a more equitable and realistic
allocation of payroll and office expenses previously booked on the books of
Registrant's parent company, Vanguard Ventures, Inc.
The decline in development fees, the increase in general and
administrative expenses, and the Olds Manor situation have resulted in a decline
of net income from operations from $1,523,516 last year to $621,758 in the
current year. In addition, extraordinary write-offs of costs associated with
this year's attempted initial public offering (IPO), Registration Statement Nos.
33-80812 and 333-09037, in the amount of approximately $1,000,000 and a $156,000
debt conversion expense have results in a net loss of $954,274 for the year
ended March 31, 1997 compared to net income of $1,031,667 in the prior year.
-3-
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended For the Year Ended
March 31, March 31,
---------------------------------------- ---------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Revenues:
Resident services $1,226,486 $1,274,135 $5,004,312 $4,966,058
Health care services 625,758 584,218 2,599,145 2,555,138
Management fees 30,000 60,000
Development fees 73,740 220,000 1,003,955
---------- --------- --------- ----------
1,882,244 1,932,093 7,883,457 8,525,151
Operating Expenses:
Residence operating expenses 1,575,693 1,479,992 6,141,971 5,912,624
General and administrative 248,116 113,073 806,083 414,703
Depreciation and amortization 67,229 65,522 271,151 378,215
Provision for loss (Recovery of)
advances to affiliates 0 (58,368) 42,494 296,093
---------- --------- --------- ----------
1,891,038 1,600,219 7,261,699 7,001,635
Income from operations (8,794) 331,874 621,758 1,523,516
Other Income (expense)
Interest expense, net (145,163) (140,108) (560,490) (600,871)
Other income 11,247 5,548 140,924 109,022
Debt conversion expense (156,466)
IPO cost (1,000,000)
---------- --------- --------- ----------
Income (loss) before income
taxes (142,710) 197,314 (954,274) 1,031,667
Income Taxes 14,992 80,328 70,000 420,000
--------- --------- --------- ---------
NET INCOME (LOSS)(1) ($157,702) $116,986 ($1,024,274) $611,667
========= ======== =========== ========
Earnings per share ($0.05) $0.06 ($0.41) $0.35
Common shares and equivalents
outstanding 3,320,950 1,827,833 2,506,412 1,759,023
</TABLE>
(1) Excludes the possible write-off of UVH's $400,000 advance payment on
Harvest Village.
-4-
