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SEC FILE NUMBER |
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001-11981 |
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CUSIP NUMBER |
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62624B101 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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September 30, 2006 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) 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
Municipal Mortgage & Equity, LLC
Full Name of Registrant
Former Name if Applicable
621 East Pratt St., Suite 300
Address of Principal Executive Office (Street and Number)
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)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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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 subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c)
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The accountants 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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As described in the registrants Current Report on Form 8-K filed on September 13, 2006 (the
Current Report), on September 7, 2006 the Audit Committee of the Board of Directors of
the registrant concluded, based upon the recommendation of its management, that certain previously
filed financial statements covering the fiscal years ended December 31, 2005, 2004 and 2003, and
the quarterly periods within those years, and the quarterly period ended March 31, 2006 (the
Affected Financial Statements) should be restated to reflect adjustments to correct
certain errors therein and summarized in the Current Report.
As a result of the dedication of significant management resources to these efforts, the
registrant was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30,
2006 within the prescribed time period.
Management has previously determined that as of December 31, 2005 the registrants internal
controls over financial reporting were not effective due to the material weaknesses disclosed
within item 9A of the registrants Annual Report on Form 10-K for the year ended December 31, 2005.
In connection with the restatement of the Affected Financial Statements, management has evaluated
the impact of these accounting errors on the effectiveness of the registrants internal controls
over financial reporting as of December 31, 2005 and determined that the misapplications of
generally accepted accounting principles noted in the Current Report were further instances of
certain of the material weaknesses previously identified as of December 31, 2005.
In addition, since the filing of the registrants Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, the registrant has identified an additional material weakness in its
internal control over financial reporting. The registrant did not maintain effective policies and
procedures over the accounting for certain of its employee benefits. Specifically, it did not
properly accrue annual carryover vacation benefits due to its employees or vacation benefits due to
its employees upon voluntary termination. In addition, the registrant erroneously calculated
compensation expense related to deferred shares granted in 2006. This control deficiency resulted
in a misstatement of employee benefit costs and more than a remote likelihood that a material misstatement of
the registrants annual or interim financial statements would not be prevented or detected.
Accordingly, management of the registrant has concluded that this control deficiency constitutes a
material weakness.
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SEC 1344 (03-05) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Melanie M. Lundquist |
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(443) |
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263-2900 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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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). |
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Yes o No þ |
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Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
(3) |
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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? |
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Yes þ No o |
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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. |
The registrant believes that its results of operations for the quarter ended September 30,
2006 will change significantly from the results of operations for the quarter ended September 30,
2005. Prior to the completion of its financial statements for the quarter ended September 30, 2006
and pending the restatement of the Affected Financial Statements, the registrant is unable to
estimate reasonably the anticipated change in results of operations from the quarter ended
September 30, 2005.
MUNICIPAL MORTGAGE & EQUITY, LLC has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 7, 2006
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By: |
/s/ Melanie M. Lundquist
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Name: |
Melanie M. Lundquist |
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Title: |
Chief Financial Officer and Executive Vice
President |
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