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PART
I
Item
1 – Business
General
Development of Business
UMH
Properties, Inc. (“UMH”), together with its predecessors and consolidated subsidiaries, are referred to herein as “we”,
“us”, “our”, or “the Company”, unless the context requires otherwise.
UMH
is a Maryland corporation that operates as a self-administered and self-managed qualified real estate investment trust (“REIT”)
under Sections 856-860 of the Internal Revenue Code (the “Code”). The Company elected REIT status effective January 1, 1992
and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not
be taxed under Federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders.
For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code.
UMH
was incorporated in the state of New Jersey in 1968. On September 29, 2003, UMH changed its state of incorporation from New Jersey to
Maryland by merging with and into a Maryland corporation. Our executive office is located in Freehold, NJ.
Description
of Business
The
Company’s primary business is the ownership and operation of manufactured home communities – leasing manufactured
homesites to residents. The Company also leases manufactured homes to residents and, through its wholly-owned
taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells and finances the sale of manufactured homes to
residents and prospective residents of our communities and for placement on customers’ privately-owned land. The Company also
formed an opportunity zone fund to acquire, develop and redevelop manufactured housing communities requiring substantial capital
investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program
authorized under the Tax Cuts and Jobs Act of 2017 (the “TCJA Act”) to encourage long-term investment in economically
distressed areas. The Company currently holds a 77% percentage interest in the opportunity zone fund. Our opportunity zone fund currently owns two communities, located in
South Carolina and Georgia.
We
have expanded our portfolio of manufactured home communities through numerous acquisitions. During 2022, the Company purchased seven
communities totaling 1,486 homesites, located in Alabama, Michigan, New Jersey, Ohio, Pennsylvania and South Carolina, for a total purchase
price of $86.2 million. Since January 1, 2023, we have acquired one additional community, located
in Georgia and containing 118 developed homesites, through our opportunity zone fund. In addition, during 2022, the Company’s joint venture with Nuveen Real Estate also purchased one community in Florida, totaling 144 homesites for a total purchase price of $15.1 million.
As of December 31, 2022, the Company owned and operated 134 manufactured
home communities (including one community acquired through the opportunity zone fund) containing approximately 25,600 developed homesites.
These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South
Carolina. The Company also has an ownership interest in and operates two communities in Florida through its joint venture with Nuveen
Real Estate (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 5
“Investment in Joint Venture” of the Notes to Consolidated Financial Statements).
A
manufactured home community is designed to accommodate detached, single-family manufactured homes. These manufactured homes are produced
off-site by manufacturers and installed on sites within the communities. These homes may be improved with the addition of features constructed
on-site, including garages, screened rooms and carports. Manufactured homes are available in a variety of designs and floor plans, offering
many amenities and custom options. Each manufactured home-owner leases the site on which the home is located from the Company. Generally,
the Company owns the underlying land, utility connections, streets, lighting, driveways, common area amenities and other capital improvements
and is responsible for enforcement of community guidelines and maintenance.
Manufactured
homes are accepted by the public as a viable and economically attractive alternative to conventional site-built single-family housing.
The affordability of the modern manufactured home makes it a very attractive housing alternative. Depending on the region of the country,
prices per square foot for a new manufactured home average up to 50 percent less than a comparable site-built home, excluding the cost
of land. This is due to a number of factors, including volume purchase discounts, inventory control of construction materials and control
of all aspects of the construction process, which is generally a more efficient and streamlined process as compared to a site-built home.
Modern
residential land lease communities are similar to typical residential subdivisions containing central entrances, paved well-lit streets,
curbs and gutters. Generally, modern manufactured home communities contain buildings for recreation, green areas, and other common area
facilities, all of which are the property of the community owner. In addition to such general improvements, certain manufactured home
communities include recreational improvements such as swimming pools, tennis courts and playgrounds. Municipal water and sewer services
are available in some manufactured home communities, while other communities supply these facilities on-site.
Typically,
our leases are on an annual or month-to-month basis, and renewable upon the consent of both parties. The community manager interviews
prospective residents, collects rent and finance payments, ensures compliance with community regulations, maintains common areas and
community facilities and is responsible for the overall appearance of the community. The homeowner is responsible for the maintenance
of the home and leased site. As a result, our capital expenditures tend to be less significant relative to multi-family rental apartments.
Manufactured home communities produce predictable income streams and provide protection from inflation due to the ability to annually
increase rents.
Many
of our communities compete with other manufactured home community properties located in the same or nearby markets that are owned and
operated by other companies in our business. We generally monitor the rental rates and other terms being offered by our competitors and
consider this information as a factor in determining our own rental rates. In addition to competing with other manufactured home community
properties, our communities also compete with alternative forms of housing (such as apartments and single-family homes).
In
connection with the operation of its communities, UMH also leases homes to prospective tenants. As of December 31, 2022, UMH owned a
total of 9,100 rental homes, representing approximately 36% of its developed homesites. The Company engages in the rental of manufactured
homes primarily in areas where the communities have existing vacancies. The rental homes produce income from both the home and the site
which might otherwise be non-income producing.
Inherent
in the operation of a manufactured home community is the development, redevelopment, and expansion of our communities. The Company sells
and finances, through a third-party lending program, the sale of manufactured homes in our communities through S&F. S&F was established
to potentially enhance the value of our communities by filling sites that would otherwise be vacant. The home sales business is operated
as it is with traditional homebuilders, with sales centers, model homes, an inventory of completed homes and the ability to supply custom
designed homes based upon the requirements of the new homeowners. In addition, our sales centers earn a profit by selling homes to customers
for placement on their own private land.
Investment
and Other Policies
The
Company may invest in improved and unimproved real property and may develop unimproved real property. Such properties may be located
throughout the U.S. but the Company has generally concentrated on the Northeast, Midwest and Southeast. Since 2010, we have quadrupled
the number of developed homesites by purchasing 106 communities containing approximately 18,700 homesites. We are focused on acquiring
communities with significant upside potential and leveraging our expertise to build long-term capital appreciation.
Our
growth strategy involves purchasing well located communities in our target markets. As part of our growth strategy, we intend to evaluate
potential opportunities to expand into additional geographic markets, including certain other markets in the southeastern United States.
The
Company also evaluates our properties for expansion opportunities. Development of the additional acreage available for expansion allows
us to leverage existing communities and amenities. We believe our ability to complete expansions translates to greater value creation
and cash flow through operating efficiencies. The Company has approximately 2,100 acres of additional land potentially available for
future development. See PART I, Item 2 – Properties, for a list of our additional acreage.
The
Company seeks to finance acquisitions with the most appropriate available source of capital, including purchase money mortgages or other
financing, which may be first liens, wraparound mortgages or subordinated indebtedness, sales of investments, and issuance of additional
equity securities. In connection with its ongoing activities, the Company may issue notes, mortgages or other senior securities. The
Company intends to use both secured and unsecured lines of credit. The Company’s joint venture with Nuveen Real Estate also provides
a source of financing for acquisitions of newly developed communities.
The
Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of Directors, such an acquisition is
advantageous to the Company. During the year ended December 31, 2022, the Company did not repurchase any shares of its Common Stock.
In
addition to its manufactured home communities, the Company also owns a portfolio of investment securities, consisting of marketable equity
securities issued by other REITs, which represented 2.5% of undepreciated assets (which is the Company’s total assets excluding
accumulated depreciation) at year end. The Company generally limits the portfolio to no more than approximately 15% of its undepreciated
assets. These liquid real estate holdings provide diversification, additional liquidity and income, and serve as a proxy for real estate
when more favorable risk adjusted returns are not available. The Company, from time to time, may purchase these securities on margin
when the interest and dividend yields exceed the cost of funds.
Regulations,
Insurance and Property Maintenance and Improvement
Manufactured
home communities are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such
as swimming pools, clubhouses and other common areas, and regulations relating to operating water and wastewater treatment facilities
at several of our communities. We believe that each community has all necessary operating permits and approvals.
Our
properties are insured against risks that may cause property damage and business interruption including events such as fire, business
interruption, general liability and if applicable, flood. Our insurance policies contain deductible requirements, coverage limits and
particular exclusions. It is the policy of the Company to maintain adequate insurance coverage on all of our properties and, in the
opinion of management, all of our properties are adequately insured. We also obtain title insurance insuring fee title to the properties
in an aggregate amount which we believe to be adequate.
State
and local rent control laws in certain jurisdictions may dictate the structure of rent increases and limit our ability to recover increases
in operating expenses and the costs of capital improvements. In 2019, the State of New York enacted the Housing Stability and Tenant
Protection Act of 2019, which, among other things, set maximum collectible rent increases. Rent control also affects three of our manufactured
home communities in New Jersey. Enactment of such laws has been considered at various times in other jurisdictions. We presently expect
to continue to maintain properties, and may purchase additional properties, in markets that are either subject to rent control or in
which rent related legislation exists or may be enacted.
It
is the policy of the Company to properly maintain, modernize, expand and make improvements to its properties when required. The Company
anticipates that renovation expenditures with respect to its present properties during 2023 will be approximately $15 - $20 million.
Human
Capital
The
attraction, motivation and retention of our employees are critical factors in furthering the growth and financial success of the Company.
We recognize that our ability to achieve the high standards we set for ourselves can best be accomplished by having a diverse team. We
are committed to promoting diversity, equity and inclusion and our benefits programs are designed to achieve employee satisfaction and
advancement. As of February 16, 2023, the Company had approximately 460 employees, including officers. Approximately half of our management
team and 45% of our total employee population are female. Over 32% of our employees are 40 years of age or older and 29% are over 60
years of age. During each year, the Company hires additional part-time and seasonal employees as grounds keepers and lifeguards and to
conduct emergency repairs.
Our
employees are fairly compensated as compared to employees of our competitors and are routinely recognized for outstanding performance.
They are offered regular opportunities to participate in professional development programs which focus on building their skills and capabilities.
We conduct regional training sessions and are committed to providing a safe and healthy workplace that is free from violence, intimidation
and other unsafe or disruptive practices. We hold an annual employee meeting that includes safety training, as required under the federal
Occupational, Safety and Health Act, as well as anti-harassment training. The Company also offers a robust wellness program to its employees
that incorporates health benefits, including incentives for enrolling in exercise classes and for gym memberships. This encourages our
employees to improve their mental and physical well-being.
Information
about our Executive Officers
The
following table sets forth information with respect to the executive officers of the Company as of December 31, 2022:
Name |
|
Age |
|
Position |
|
|
|
|
|
Eugene
W. Landy |
|
89 |
|
Chairman
of the Board of Directors and Founder |
Samuel
A. Landy |
|
62 |
|
President
and Chief Executive Officer |
Anna
T. Chew |
|
64 |
|
Executive
Vice President, Chief Financial Officer and Treasurer |
Craig
Koster |
|
47 |
|
Executive
Vice President, General Counsel and Secretary |
Brett
Taft |
|
33 |
|
Executive
Vice President and Chief Operating Officer |
Environmental,
Social and Governance (“ESG”) Considerations
The
Company’s mission is to address the fundamental need of providing affordable housing and in doing so, create sustainable and environmentally
friendly communities that have a positive societal impact. We recognize our obligation, as well as that of our industry, to reduce our
impact on the environment and to conserve natural resources. We continually invest in energy-efficient technology where practicable,
including water and energy conservation initiatives, and are committed to incorporating environmental and social considerations into
our business practices to create value and enhance the communities where our residents live. We also recognize the importance of good
corporate governance in ensuring the Company’s continued success and maintaining the confidence of our shareholders and financing
sources. Our policies and practices are endorsed and supported by the Company’s executive management, including its Director of
ESG and Director of Diversity, Equity and Inclusion, and are regularly reviewed by the Board of Directors and its Nominating and Corporate
Governance Committee.
Summary
of Risk Factors
The
following is a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should
carefully consider these risk factors, together with the risk factors set forth in Item 1A. of this Annual Report on Form 10-K and other
reports and documents filed by us with the SEC.
Real
Estate Industry Risks:
|
● |
General
economic conditions and the concentration of our properties in certain states may affect our ability to generate revenue. |
|
● |
We
may be unable to compete with our larger competitors for acquisitions, which may increase prices for communities. |
|
● |
We
may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected. |
|
● |
We
may be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities. |
|
● |
We
may be unable to sell properties when appropriate because real estate investments are illiquid. |
|
● |
Our
ability to sell manufactured homes may be affected by various factors, which may in turn adversely affect our profitability. |
|
● |
Licensing
laws and compliance could affect our profitability. |
|
● |
The
termination of our third-party lending program could adversely affect us. |
|
● |
Costs
associated with taxes and regulatory compliance may reduce our revenue. |
|
● |
Rent
control legislation may harm our ability to increase rents. |
|
● |
Environmental
liabilities could affect our profitability. |
|
● |
Some
of our properties are subject to potential natural or other disasters. |
|
● |
Climate
change may adversely affect our business. |
|
● |
Actions
by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adversely affect
our business. |
|
● |
Losses
in excess of our insurance coverage or uninsured losses could adversely affect our cash flow. |
|
● |
Our
investments are concentrated in the manufactured housing/residential sector and our business would be adversely affected by an economic
downturn in that sector. |
|
● |
Our
joint venture with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority and the risk
of disputes, which could adversely affect us. |
Financing
Risks:
|
● |
We
face risks generally associated with our debt. |
|
● |
We
mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. |
|
● |
We
face risks associated with our dependence on external sources of capital. |
|
● |
We
may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements
which could adversely affect our financial condition and results of operations and our ability to pay distributions. |
|
● |
We are subject to risks associated with the current interest rate environment, and changes in interest rates may
affect our cost of capital and, consequently, our financial results. |
|
● |
Covenants
in our credit agreements and other debt instruments could limit our flexibility and adversely affect our financial condition. |
|
● |
A
change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition. |
|
● |
We
face risks associated with the financing of home sales to customers in our manufactured home communities. |
Risks
Related to our Status as a REIT:
|
● |
If
our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT. |
|
● |
Failure
to make required distributions would subject us to additional tax. |
|
● |
We
may not have sufficient cash available from operations to pay distributions to our shareholders, and, therefore, distributions may
be made from borrowings. |
|
● |
We
may be required to pay a penalty tax upon the sale of a property. |
|
● |
We
may be adversely affected if we fail to qualify as a REIT. |
|
● |
To
qualify as a REIT, we must comply with certain highly technical and complex requirements. |
|
● |
There
is a risk of changes in the tax law applicable to REITs. |
|
● |
We
may be unable to comply with the strict income distribution requirements applicable to REITs. |
|
● |
Our
taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes. |
|
● |
Notwithstanding
our status as a REIT, we are subject to various federal, state and local taxes on our income and property. |
General
Risk Factors
|
● |
We
face risks and uncertainties related to public health crises, including the COVID-19 pandemic. |
|
● |
Global
and regional economic conditions could materially adversely affect our business, results of operations, financial condition and growth.
|
|
● |
We
may not be able to obtain adequate cash to fund our business. |
|
● |
We
are dependent on key personnel. |
|
● |
Some
of our directors and officers may have conflicts of interest with respect to related party transactions and other business interests.
|
|
● |
We
may amend our business policies without shareholder approval. |
|
● |
The
market value of our Series D Preferred Stock and Common Stock could decrease based on our performance and market perception and conditions. |
|
● |
The
market price and trading volume of our Common Stock and Series D Preferred Stock may fluctuate significantly. |
|
● |
Third-party
expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks. |
|
● |
The
future issuance or sale of additional shares of Common Stock or Preferred Stock could adversely affect the trading prices of our
outstanding Common Stock and Preferred Stock. |
|
● |
Future
issuances of our debt securities, which would be senior to our Series D Preferred Stock upon liquidation, or preferred equity securities
which may be senior to our Series D Preferred Stock for purposes of dividend distributions or upon liquidation, may adversely affect
the per-share trading prices of our Series D Preferred Stock. |
|
● |
There
are restrictions on the transfer of our capital stock. |
|
● |
The
dual listing of our Common Stock on the NYSE and the Tel Aviv Stock Exchange (“TASE”) may result in price variations
that could adversely affect liquidity of the market for our Common Stock. |
|
● |
The
existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated or modified in a manner that may
subject us to additional regulatory burden and additional costs. |
|
● |
Our
earnings are dependent, in part, upon the performance of our investment portfolio. |
|
● |
We
are subject to restrictions that may impede our ability to effect a change in control. |
|
● |
We
may not be able to pay distributions regularly. |
|
● |
Dividends
on our capital stock do not qualify for the reduced tax rates available for some dividends. |
|
● |
We
are subject to risks arising from litigation. |
|
● |
Future
terrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidence
and market liquidity. |
|
● |
Disruptions
in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and
the market price of our capital stock. |
|
● |
We
face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential information and
disrupt operations. |
|
● |
We
are dependent on continuous access to the Internet to use our cloud-based applications. |
|
● |
We
face risks relating to expanding use of social media mediums. |
|
● |
Our opportunity zone fund may fail to qualify for the tax benefits available for investments in qualified opportunity zones under
the detailed rules adopted by the Internal Revenue Service. |
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of
future events. Forward-looking statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives,
goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. Forward-looking
statements can be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,”
“expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable
terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The
forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all
information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and
expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described
below and under the headings “Business”, “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”. These and other risks, uncertainties and factors could cause our actual results
to differ materially from those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the
date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they
may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially
from our expectations include, among others:
|
● |
changes
in the real estate market conditions and general economic conditions; |
|
● |
risks
and uncertainties related to the COVID-19 pandemic; |
|
● |
the
inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations
affecting manufactured housing communities and illiquidity of real estate investments; |
|
● |
increased
competition in the geographic areas in which we own and operate manufactured housing communities; |
|
● |
our
ability 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 us; |
|
● |
our
ability to maintain rental rates and occupancy levels; |
|
● |
changes
in market rates of interest; |
|
● |
increases
in commodity prices and the cost of purchasing manufactured homes; |
|
● |
our
ability to purchase manufactured homes for rental or sale; |
|
● |
our
ability to repay debt financing obligations; |
|
● |
our
ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us; |
|
● |
our
ability to comply with certain debt covenants; |
|
● |
our
ability to integrate acquired properties and operations into existing operations; |
|
● |
the
availability of other debt and equity financing alternatives; |
|
● |
continued
ability to access the debt or equity markets; |
|
● |
the
loss of any member of our management team; |
|
● |
our
ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures
and filings are made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement is
thwarted or detected; |
|
● |
the
ability of manufactured home buyers to obtain financing; |
|
● |
the
level of repossessions by manufactured home lenders; |
|
● |
market
conditions affecting our investment securities; |
|
● |
changes
in federal or state tax rules or regulations that could have adverse tax consequences; |
|
● |
our
ability to qualify as a real estate investment trust for federal income tax purposes; and, |
|
● |
those
risks and uncertainties referenced under the heading “Risk Factors” contained in this Form 10-K and the Company’s
filings with the Securities and Exchange Commission (“SEC”). |
You
should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur.
The forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date hereof and the Company expressly
disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise.
Available
Information
Additional
information about the Company can be found on the Company’s website which is located at www.umh.reit. Information contained
on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report on Form
10-K or our other filings with the SEC. The Company makes available, free of charge, on or through its website, annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
Item
1A – Risk Factors
Our
business faces many risks. The following risk factors may not be the only risks we face but address what we believe may be the material
risks concerning our business at this time. If any of the risks discussed in this report were to occur, our business, prospects, financial
condition, results of operation and our ability to service our debt and make distributions to our shareholders could be materially and
adversely affected and the market price per share of our stock could decline significantly. Some statements in this report, including
statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary
Statement Regarding Forward-Looking Statements.”
Real
Estate Industry Risks
General
economic conditions and the concentration of our properties in certain states may affect our ability to generate sufficient revenue.
The market and economic conditions in our current markets may significantly affect manufactured home occupancy or rental rates.
Occupancy and rental rates, in turn, may significantly affect our revenues, and if our communities do not generate revenues sufficient
to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay or refinance our debt
obligations could be adversely affected. As a result of the geographic concentration of our properties in ten states in the Eastern United
States, we are exposed to the risks of downturns in the local economy or other local real estate market conditions which could adversely
affect occupancy rates, rental rates, and property values in these markets.
Other
factors that may affect general economic conditions or local real estate conditions include:
|
● |
the
national and local economic climate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be adversely
impacted by, among other factors, potential restrictions on drilling, plant closings, and industry slowdowns; |
|
● |
local
real estate market conditions such as the oversupply of manufactured homesites or a reduction in demand for manufactured homesites
in an area; |
|
● |
the
number of repossessed homes in a particular market; |
|
● |
the
lack of an established dealer network; |
|
● |
the
rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy
rates; |
|
● |
the
safety, convenience and attractiveness of our properties and the neighborhoods where they are located; |
|
● |
zoning
or other regulatory restrictions; |
|
● |
competition
from other available manufactured home communities and alternative forms of housing (such as apartment buildings and single-family
homes); |
|
● |
our
ability to provide adequate management, maintenance and insurance; |
|
● |
a
pandemic or other health crisis, such as the outbreak of COVID-19; |
|
● |
increased
operating costs, including insurance premiums, real estate taxes and utilities; and |
|
● |
the
enactment of rent control laws or laws taxing the owners of manufactured homes. |
Our
income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms. If
we were unable to promptly relet or renew the leases for a significant number of sites, or if the rental rates upon such renewal or reletting
were significantly lower than expected rates, then our business and results of operations could be adversely affected. In addition, certain
expenditures associated with each property (such as real estate taxes and maintenance costs) generally are not reduced when circumstances
cause a reduction in income from the property.
We
may be unable to compete with our larger competitors for acquisitions, which may increase prices for communities. The real estate
business is highly competitive. We compete for manufactured home community investments with numerous other real estate entities, such
as individuals, corporations, REITs and other enterprises engaged in real estate activities. In many cases, the competing competitors
may be larger and better financed than we are, making it difficult for us to secure new manufactured home community investments. Competition
among private and institutional purchasers of manufactured home community investments has resulted in increases in the purchase price
paid for manufactured home communities and consequently higher fixed costs. To the extent we are unable to effectively compete in the
marketplace, our business may be adversely affected.
We
may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected. We acquire and intend
to continue to acquire manufactured home communities on a select basis. Our acquisition activities and their success are subject to risks,
including the following:
|
● |
if
we enter into an acquisition agreement for a property, it is usually subject to customary conditions to closing, including completion
of due diligence investigations to our satisfaction, which may not be satisfied; |
|
● |
we
may be unable to finance acquisitions on favorable terms; |
|
● |
acquired
properties may fail to perform as expected; |
|
● |
the
actual costs of repositioning or redeveloping acquired properties may be higher than our estimates; |
|
● |
acquired
properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local
economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and |
|
● |
we
may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into
our existing operations. |
If
any of the above were to occur, our business and results of operations could be adversely affected.
In
addition, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown
liabilities. As a result, if a liability were to be asserted against us based upon ownership of those properties, we might have to pay
substantial sums to settle it, which could adversely affect our cash flow.
We
may be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities. We periodically
consider expansion of existing communities and development of new communities. Our expansion and development activities are subject to
risks such as:
|
● |
we
may not be able to obtain financing with favorable terms for community development which may make us unable to proceed with the development; |
|
● |
we
may be unable to obtain, or may face delays in obtaining, necessary zoning, building and other governmental permits and authorizations,
which could result in increased costs and delays, and even require us to abandon development of a community entirely if we are unable
to obtain such permits or authorizations; |
|
● |
we
may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred
in connection with exploring such development opportunities; |
|
● |
we
may be unable to complete construction and lease-up of a community on schedule resulting in increased debt service expense and construction
costs; |
|
● |
we
may incur construction and development costs for a community which exceed our original estimates due to increased materials, labor
or other costs, which could make completion of the community uneconomical and we may not be able to increase rents to compensate
for the increase in development costs which may impact our profitability; |
|
● |
we
may be unable to secure long-term financing on completion of development resulting in increased debt service and lower profitability;
and |
|
● |
occupancy
rates and rents at a newly developed community may fluctuate depending on several factors, including market and economic conditions,
which may result in the community not being profitable. |
If
any of the above were to occur, our business and results of operations could be adversely affected.
We
may be unable to sell properties when appropriate because real estate investments are illiquid. Real estate investments generally
cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in response to changes
in economic or other conditions. In addition, the Code limits our ability to sell our properties. The inability to respond promptly to
changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and
make distributions to our shareholders.
Our
ability to sell manufactured homes may be affected by various factors, which may in turn adversely affect our profitability.
S&F operates in the manufactured home market offering homes for sale to tenants and prospective tenants of our communities. The market
for the sale of manufactured homes may be adversely affected by the following factors:
|
● |
downturns
in economic conditions which adversely impact the housing market; |
|
● |
an
oversupply of, or a reduced demand for, manufactured homes; |
|
● |
the
ability of manufactured home manufacturers to adapt to change in the economic climate and the availability of units from these manufacturers; |
|
● |
the
difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria; and |
|
● |
an
increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured
home sales. |
Any
of the above listed factors could adversely impact our rate of manufactured home sales, which would result in a decrease in profitability.
Licensing
laws and compliance could affect our profitability. Our subsidiary S&F is subject to the Secure and Fair Enforcement for
Mortgage Licensing Act of 2008 (“SAFE Act”), which requires that we obtain appropriate licenses pursuant to the Nationwide
Mortgage Licensing System & Registry in each state where S&F conducts business. There are extensive federal and state requirements
mandated by the SAFE Act and other laws pertaining to financing, including the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and there can be no assurance that we will obtain or renew our SAFE Act licenses, which could result in fees and penalties and have
an adverse impact on our ability to continue with our home financing activities.
The
termination of our third-party lending program could adversely affect us. S&F currently relies exclusively on its third-party
lending program for all loan origination and servicing activity. As a result, the termination of our third-party lending program could
impact our ability to continue with our home financing activities.
Costs
associated with taxes and regulatory compliance may reduce our revenue. We are subject to significant regulation that inhibits
our activities and may increase our costs. Local zoning and use laws, environmental statutes and other governmental requirements may
restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic
opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost
and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose
additional requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply with such
requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may adversely affect our funds from
operations and our ability to pay or refinance our debt. Similarly, changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated
expenditures, which would adversely affect our business and results of operations.
Laws
and regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent owners or operators
of property can charge renters for provision of utilities. Such laws can also regulate the operations and performance of utility systems
and may impose fines and penalties on real property owners or operators who fail to comply with these requirements. The laws and regulations
may also require capital investment to maintain compliance.
Rent
control legislation may harm our ability to increase rents. State and local rent control laws in certain jurisdictions may limit
our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. In 2019, the State
of New York enacted the Housing Stability and Tenant Protection Act of 2019, which, among other things, set maximum collectible rent
increases. Rent control also affects three of our manufactured home communities in New Jersey. Enactment of such laws has been considered
at various times in other jurisdictions. We presently expect to continue to maintain properties, and may purchase additional properties,
in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.
Environmental
liabilities could affect our profitability. Under various federal, state and local laws, ordinances and regulations, an owner
or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, under or in such
property, as well as certain other potential costs relating to hazardous or toxic substances. Such laws often impose such liability without
regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances. A conveyance of the property,
therefore, does not relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be
required by law to investigate and clean up hazardous substances released at or from the properties we currently own or operate or have
in the past owned or operated. We may also be liable to the government or to third parties for property damage, investigation costs and
cleanup costs. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and
costs the government incurs in connection with the contamination. Contamination may adversely affect our ability to sell or lease real
estate or to borrow using the real estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also
may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another
person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-containing materials and
for the release of such materials into the air. These laws may provide for third parties to seek recovery from owners or operators of
real properties for personal injury associated with asbestos-containing materials. In connection with the ownership, operation, management,
and development of real properties, we may be considered an owner or operator of such properties and, therefore, are potentially liable
for removal or remediation costs, and also may be liable for governmental fines and injuries to persons and property. When we arrange
for the treatment or disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the
removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our investment properties
which would have a material adverse effect on our business, assets, or results of operations. However, we cannot assure you that environmental
liabilities will not arise in the future and that such liabilities will not have a material adverse effect on our business, assets or
results of operations.
Of
the 134 manufactured home communities we operated as of December 31, 2022, 46 have their own wastewater treatment facility or water distribution
system, or both. At these locations, we are subject to compliance with monthly, quarterly and yearly testing for contaminants as outlined
by the individual state’s environmental protection agencies. Currently, our community-owned manufactured homes are
not subject to radon or asbestos monitoring requirements.
In connection with the management of the properties or upon acquisition or financing of a property, the Company authorizes the preparation
of Phase I or similar environmental reports (which involves general inspections without soil sampling or ground water analysis) completed
by independent environmental consultants. Based upon such environmental reports and the Company’s ongoing review of its properties,
as of the date of this Annual Report, the Company is not aware of any environmental condition with respect to any of its properties which
it believes would be reasonably likely to have a material adverse effect on its financial condition and/or results of operations. However,
these reports cannot reflect conditions arising after the studies were completed, and no assurances can be given that existing environmental
studies reveal all environmental liabilities, that any prior owner or operator of a property or neighboring owner or operator did not
create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to
any one or more properties.
Some
of our properties are subject to potential natural or other disasters. Certain of our manufactured home communities are located
in areas that may be subject to natural disasters, including our manufactured home communities in flood plains, in areas that may be
adversely affected by tornados and in coastal regions that may be adversely affected by increases in sea levels or in the frequency or
severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disasters may delay redevelopment
or development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs
and negatively impact the tenant demand for lease space. To the extent insurance is unavailable to us or is unavailable on acceptable
terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be
adversely affected.
Climate
change may adversely affect our business. To
the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather
and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located
in these areas or affected by these conditions. Should the impact of climate change be material in nature, including significant property
damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may
be adversely affected. In addition, changes in federal, state and local legislation and regulations based on concerns about climate change
could result in increased capital expenditures on our properties (for example, to improve their energy efficiency and/or resistance to
inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income.
Actions
by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adversely affect
our business. We compete with other owners and operators of manufactured home community properties, some of which own properties
similar to ours in the same submarkets in which our properties are located. The number of competitive manufactured home community properties
in a particular area could have a material adverse effect on our ability to attract tenants, lease sites and maintain or increase rents
charged at our properties or at any newly acquired properties. In addition, other forms of multi-family residential properties, such
as private and federally funded or assisted multi-family housing projects and single-family housing, provide housing alternatives to
potential tenants of manufactured home communities. If our competitors offer housing at rental rates below current market rates or below
the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below
those we currently charge in order to retain tenants when our tenants’ leases expire.
Losses
in excess of our insurance coverage or uninsured losses could adversely affect our cash flow. We generally maintain insurance
policies related to our business, including casualty, general liability and other policies covering business operations, employees and
assets. However, we may be required to bear all losses that are not adequately covered by insurance. In addition, there are certain losses
that are not generally insured because it is not economically feasible to insure against them, including losses due to riots, acts of
war or other catastrophic events. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our
properties, then we could lose the capital we invested in the properties, as well as the anticipated profits and cash flow from the properties
and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage debt or other financial obligations
related to the properties. Although we believe that our insurance programs are adequate, no assurance can be given that we will not incur
losses in excess of our insurance coverage, or that we will be able to obtain insurance in the future at acceptable levels and reasonable
cost.
Our
investments are concentrated in the manufactured housing/residential sector and our business would be adversely affected by an economic
downturn in that sector. Our investments in real estate assets are primarily concentrated in the manufactured housing/residential
sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities
included a more significant portion of other sectors of the real estate industry.
Our
joint venture with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority and the risk
of disputes, which could adversely affect us. We have entered into a joint venture arrangement with Nuveen Real Estate to
acquire manufactured home communities that are recently developed or under development. We are required to contribute 40% of the
capital required for investments by this joint venture. It is possible that our joint venture partner, Nuveen Real Estate, may have
business interests or goals that are different from our business interests or goals. Although we manage the joint venture and its
properties, we do not have full control over decisions and require approval of Nuveen Real Estate for major decisions. As a result,
we may face the risk of disputes, including potential deadlocks in making decisions. In addition, the joint venture agreement
provides that until the capital contributions to the joint venture are fully funded or the joint venture is terminated, and unless
Nuveen declines an acquisition proposed by us, the joint venture will be the exclusive vehicle for us to acquire any manufactured
home communities that meet the joint venture’s investment guidelines. Nuveen Real Estate will have the right to remove and
replace us as managing member of the joint venture and manager of the joint venture’s properties if we breach certain
obligations or certain events occur, in which event Nuveen Real Estate may elect to buy out our interest in the joint venture at 98%
of its value. There are also significant restrictions on our ability to exit the joint venture. Any of these provisions could
adversely affect us.
Financing
Risks
We
face risks generally associated with our debt. We finance a portion of our investments in properties and marketable securities
through debt. We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient
to meet required payments of principal and interest. In addition, debt creates other risks, including:
|
● |
rising
interest rates on our variable rate debt; |
|
● |
inability
to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms; |
|
● |
refinancing
terms less favorable than the terms of existing debt; and |
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failure
to meet required payments of principal and/or interest. |
To
the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms
or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to service debt and
make distributions.
We
mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. We mortgage many of our properties
to secure payment of indebtedness. If we are unable to meet mortgage payments, then the property could be foreclosed upon or transferred
to the mortgagee with a consequent loss of income and asset value. A foreclosure of one or more of our properties could adversely affect
our financial condition, results of operations, cash flow, ability to service debt and make distributions and the market price of our
Series D Preferred Stock and Common Stock and any other securities we issue.
We
face risks associated with our dependence on external sources of capital. In order to qualify as a REIT, we are required each
year to distribute to our shareholders at least 90% of our REIT taxable income, and we are subject to tax on our income to the extent
it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from cash retained
from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we may not be able to obtain on
favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors, including (i) general market
conditions; (ii) the market’s perception of our growth potential; (iii) our current and potential future earnings and cash distributions;
and (iv) the market price of our Preferred Stock and Common Stock. Additional debt financing may substantially increase our debt-to-total capitalization
ratio. Additional equity issuance may dilute the holdings of our current shareholders.
We
may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements
which could adversely affect our financial condition and results of operations and our ability to pay distributions. We have
incurred, and may continue to incur, indebtedness in furtherance of our activities. Our governing documents do not limit the amount of
indebtedness we may incur. Accordingly, our Board of Directors may vote to incur additional debt and would do so, for example, if it
were necessary to maintain our status as a REIT. We could therefore become more highly leveraged, resulting in an increased risk of default
on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results
of operations and our ability to pay distributions to shareholders.
We
are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of
capital and, consequently, our financial results. In 2022, the U.S. Federal Reserve raised short term interest rates by a
total of 4.25% and has indicated that additional interest rate increases may be possible. Changing interest rates may have
unpredictable effects on markets, may result in heightened market volatility and may affect our ability to complete potential
acquisitions. Because a portion of our debt bears interest at variable rates, in periods of rising interest rates, such as the
current interest rate environment, our cost of funds would
increase, which could adversely affect our cash flows, financial condition and results of operations, ability to make distributions
to shareholders, and the cost of refinancing. and reduce our access to the debt or equity capital markets. Increased interest rates
could also adversely affect the value of our properties to the extent that it decreases the amount buyers may be willing to pay for
our properties. Additionally, if we choose to hedge any interest rate risk, we cannot assure that any such hedge will be effective
or that our hedging counterparty will meet its obligations to us. As a result, increased interest rates, including any future
increases in interest rates, could adversely affect us.
Covenants
in our credit agreements and other debt instruments could limit our flexibility and adversely affect our financial condition.
The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other
covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit
our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable
indebtedness even if we had satisfied our payment obligations. If we were to default under our credit agreements, our financial condition
would be adversely affected.
A
change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition. Fannie Mae
and Freddie Mac are major sources of financing for the manufactured housing real estate sector. We depend frequently on Fannie Mae and
Freddie Mac to finance growth by purchasing or guaranteeing manufactured housing community loans. A decision by the government to eliminate
Fannie Mae or Freddie Mac, or reduce their acquisitions or guarantees of our mortgage loans, may adversely affect interest rates, capital
availability and our ability to refinance our existing mortgage obligations as they come due and obtain additional long-term financing
for the acquisition of additional communities on favorable terms or at all.
We
face risks associated with the financing of home sales to customers in our manufactured home communities. To produce new rental
revenue and to upgrade our communities, we sell homes to customers in our communities at competitive prices and finance these home sales
through S&F. We allow banks and outside finance companies the first opportunity to finance these sales. We are subject to the following
risks in financing these homes:
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the
borrowers may default on these loans and not be able to make debt service payments or pay principal when due; |
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the
default rates may be higher than we anticipate; |
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demand
for consumer financing may not be as great as we anticipate or may decline; |
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the
value of property securing the installment notes receivable may be less than the amounts owed; and |
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interest
rates payable on the installment notes receivable may be lower than our cost of funds. |
Additionally,
there are many regulations pertaining to our home sales and financing activities. There are significant consumer protection laws and
the regulatory framework may change in a manner which may adversely affect our operating results. The regulatory environment and associated
consumer finance laws create a risk of greater liability from our home sales and financing activities and could subject us to additional
litigation. We are also dependent on licenses granted by state and other regulatory authorities, which may be withdrawn or which may
not be renewed and which could have an adverse impact on our ability to continue with our home sales and financing activities.
Risks
Related to our Status as a REIT
If
our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT. To qualify as
a REIT, we must, among other things, satisfy two gross income tests, under which specified percentages of our gross income must be certain
types of passive income, such as rent. For the rent paid pursuant to our leases to qualify for purposes of the gross income tests, the
leases must be respected as true leases for federal income tax purposes and not be treated as service contracts, joint ventures or some
other type of arrangement. We believe that our leases will be respected as true leases for federal income tax purposes. However, there
can be no assurance that the Internal Revenue Service (“IRS”) will agree with this view. If the leases are not respected
as true leases for federal income tax purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs,
and we could lose our REIT status.
Failure
to make required distributions would subject us to additional tax. In order to qualify as a REIT, we must, among other requirements,
distribute, each year, to our shareholders at least 90% of our taxable income, excluding net capital gains. To the extent that we satisfy
the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income
tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions
(or deemed distributions) in any year are less than the sum of:
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85%
of our ordinary income for that year; |
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95%
of our capital gain net earnings for that year; and |
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100%
of our undistributed taxable income from prior years. |
To
the extent we pay out in excess of 100% of our taxable income for any tax year, we may be able to carry forward such excess to subsequent
years to reduce our required distributions for purposes of the 4% nondeductible excise tax in such subsequent years. We intend to pay
out our income to our shareholders in a manner intended to satisfy the 90% distribution requirement. Differences in timing between the
recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money
or sell assets to pay out enough of our taxable income to satisfy the 90% distribution requirement and to avoid corporate income tax.
We
may not have sufficient cash available from operations to pay distributions to our shareholders, and, therefore, distributions may be
made from borrowings. The actual amount and timing of distributions to our shareholders will be determined by our Board of Directors
in its discretion and typically will depend on the amount of cash available for distribution, which will depend on items such as current
and projected cash requirements, limitations on distributions imposed by law on our financing arrangements and tax considerations. As
a result, we may not have sufficient cash available from operations to pay distributions as required to maintain our status as a REIT.
Therefore, we may need to borrow funds to make sufficient cash distributions in order to maintain our status as a REIT, which may cause
us to incur additional interest expense as a result of an increase in borrowed funds for the purpose of paying distributions.
We
may be required to pay a penalty tax upon the sale of a property. The federal income tax provisions applicable to REITs provide
that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale to customers in
the ordinary course of business is treated as income from a “prohibited transaction” that is subject to a 100% penalty tax.
Under current law, unless a sale of real property qualifies for a safe harbor, the question of whether the sale of real estate or other
property constitutes the sale of property held primarily for sale to customers is generally a question of the facts and circumstances
regarding a particular transaction. We intend that we and our subsidiaries will hold the interests in the real estate for investment
with a view to long-term appreciation, engage in the business of acquiring and owning real estate, and make occasional sales as are consistent
with our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you, however, that we will only
make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully assert that one or more of such sales
are prohibited transactions.
We
may be adversely affected if we fail to qualify as a REIT. If we fail to qualify as a REIT, we will not be allowed to
deduct distributions to shareholders in computing our taxable income and will be subject to federal income tax at regular corporate rates
and possibly increased state and local taxes. In addition, we might be barred from qualification as a REIT for the four years following
the year of disqualification. The additional tax incurred at regular corporate rates would reduce significantly the cash flow available
for distribution to shareholders and for debt service. Furthermore, we would no longer be required to make any distributions to our shareholders
as a condition to REIT qualification. Any distributions to shareholders would be taxable as ordinary income to the extent of our current
and accumulated earnings and profits, although such dividend distributions to non-corporate shareholders would be subject to a maximum
federal income tax rate of 20% (and potentially a Medicare tax of 3.8%), provided applicable requirements of the Code are satisfied.
Furthermore, corporate shareholders may be eligible for the dividends received deduction on the distributions, subject to limitations
under the Code. Additionally, if we fail to qualify as a REIT, non-corporate shareholders would no longer be able to deduct up to 20%
of our dividends (other than capital gain dividends and dividends treated as qualified dividend income), as would otherwise generally
be permitted for taxable years beginning after December 31, 2017 and before January 1, 2026.
To
qualify as a REIT, we must comply with certain highly technical and complex requirements. We cannot be certain we have complied,
and will always be able to comply, with the requirements to qualify as a REIT because there are few judicial and administrative interpretations
of these provisions. In addition, facts and circumstances that may be beyond our control may affect our ability to continue to qualify
as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or court decisions will not change
the tax laws significantly with respect to our qualification as a REIT or with respect to the Federal income tax consequences of qualification.
We believe that we have qualified as a REIT since our inception and intend to continue to qualify as a REIT. However, we cannot assure
you that we are so qualified or will remain so qualified.
There
is a risk of changes in the tax law applicable to REITs. Because the IRS, the U.S. Treasury Department and Congress frequently
review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations
or rulings will be adopted. Numerous changes to the U.S. federal income tax laws are proposed on a regular basis. Any of such legislative
action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.
Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury
Department, which may result in revisions to regulations and interpretations in addition to statutory changes. Furthermore,
members of the U.S. Congress and the Biden administration have expressed intent to pass legislation to change or repeal parts of currently
enacted tax law, including, in particular, legislation that will increase corporate tax rates from the current flat rate of 21%. If
enacted, certain proposed changes could have an adverse impact on our business and financial results. Importantly, legislation has been
proposed in several states specifically taxing REITs. If such legislation were to be enacted, our income from such states would be adversely
impacted.
The 2017 TCJA as amended by the Coronavirus Aid, Relief, and Economic Security
Act of 2020 (“CARES Act”), has significantly changed the U.S. federal income taxation of U.S. businesses and their owners,
including REITs and their shareholders. The CARES Act made technical corrections, or temporary modifications, to certain of the provisions
of the TCJA. It is also possible that additional legislation could be enacted in the future as a result of the COVID-19 pandemic which
may affect the holders of our securities. Changes made by the TCJA and the CARES Act that could affect us and our shareholders include:
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temporarily
reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been
reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026; |
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permanently
eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and replacing it with a flat
corporate tax rate of 21%; |
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permitting
a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated
by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20%
of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026; |
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reducing
the highest rate of withholding with respect to our distributions to non-U.S. shareholders that are treated as attributable to gains
from the sale or exchange of U.S. real property interests from 35% to 21%; |
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limiting
our deduction for net operating losses (“NOLs”) to 80% of REIT taxable income (prior to the application of the dividends
paid deduction) (this was modified by the CARES Act as discussed below); |
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generally
limiting the deduction for net business interest expense in excess of a specified percentage (50% for taxable years beginning in
2019 and 2020 and 30% for subsequent taxable years) of a business’s adjusted taxable income except for taxpayers that engage
in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation
system for certain property). The CARES Act increases this interest limitation to 50% for taxable years beginning in 2019 or 2020
(with special rules applicable to interest allocation from entities treated as partnerships for tax purposes) and permits an entity
to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year; and |
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eliminating
the corporate alternative minimum tax (which was subsequently re-enacted, although not in a manner expected to affect us). |
The
CARES Act significantly modified the treatment of NOLs. Generally, a corporate taxpayer must pay tax
on its net capital gain at ordinary corporate rates and may deduct capital losses only to the extent of capital gains, though excess
capital losses may be carried forward indefinitely. As discussed above, under the TCJA, corporate NOLs arising in tax years beginning
after December 31, 2017, can only offset 80% of taxable income (before the dividends paid deduction). These NOLs can now be carried forward
indefinitely instead of the previous 20-year limitation, and carrybacks of these losses are no longer permitted. NOLs arising in tax
years beginning before December 31, 2017 retain the same rules, and can be carried back two years and forward 20 years. There is no taxable
income limit to usage of such losses. The CARES Act repeals the above 80% limitation for taxable years beginning before January 1, 2021,
and allows a five-year carryback for NOLs arising in 2018, 2019 or 2020. This NOL carryback does not apply directly to REITs, however,
taxable REIT subsidiaries are eligible to carry back NOLs and may benefit from this provision.
While
some regulations have been issued under the TCJA and the CARES Act, certain of which specifically address REITs, the TCJA and the
CARES Act are still subject to potential amendments as well as interpretations and implementing regulations by the United States Treasury Department and the
IRS, any of which could lessen or increase certain impacts of the TCJA and/or the CARES
Act. It is unclear how these U.S. federal income tax changes will affect state and local taxation in various
states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities. You
are urged to consult with your tax advisor with respect to the status of legislative, regulatory, judicial or administrative
developments and proposals and their potential effect on an investment in our securities.
We
may be unable to comply with the strict income distribution requirements applicable to REITs. To maintain qualification as a
REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends
paid deduction and net capital gains. This requirement limits our ability to accumulate capital. We may not have sufficient cash or other
liquid assets to meet the distribution requirements. Difficulties in meeting the distribution requirements might arise due to competing
demands for our funds or to timing differences between tax reporting and cash receipts and disbursements, because income may have to
be reported before cash is received, because expenses may have to be paid before a deduction is allowed, because deductions may be disallowed
or limited or because the IRS may make a determination that adjusts reported income. In those situations, we might be required to borrow
funds or sell properties on adverse terms in order to meet the distribution requirements and interest and penalties could apply which
could adversely affect our financial condition. If we fail to make a required distribution, we could cease to be taxed as a REIT.
Our
taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes. As a REIT, we must
pay a 100% penalty tax on certain payments that we receive or on certain deductions taken if the economic arrangements between us and
our TRS are not comparable to similar arrangements between unrelated parties. The IRS may successfully assert that the economic arrangements
of any of our inter-company transactions are not comparable to similar arrangements between unrelated parties, and may assess the above
100% penalty tax or make other reallocations of income or loss. This would result in unexpected tax liability which would adversely affect
our cash flows.
Notwithstanding
our status as a REIT, we are subject to various federal, state and local taxes on our income and property. For example, we will
be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains; provided, however,
that properly designated undistributed capital gains will effectively avoid taxation at the shareholder level. We may be subject to other
Federal income taxes and may also have to pay some state income or franchise taxes because not all states treat REITs in the same manner
as they are treated for federal income tax purposes.
General
Risk Factors
We
face various risks and uncertainties related to public health crises, including the COVID-19 pandemic. The COVID-19 pandemic
and its consequences may have a material adverse effect on us. We face various risks and uncertainties related to public health
crises, including the global COVID-19 pandemic, which has disrupted financial markets and significantly impacted worldwide economic
activity. The future impact of the COVID-19 pandemic as well as mandatory and voluntary actions taken to mitigate
the public health impact of the pandemic may have a material adverse effect on our financial condition. The COVID-19 pandemic and social
and governmental responses to the pandemic have caused, and may continue to cause, severe economic, market and other disruptions worldwide.
Although the COVID-19 pandemic and related societal and government responses have not, to date, had a material impact on our business
or financial results, the extent to which COVID-19 and related actions may, in the future, impact our operations cannot be predicted
with any degree of confidence. As a result, we cannot at this time predict the direct or indirect impact on us of the COVID-19 pandemic,
but it could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
Global
and regional economic conditions could materially adversely affect the Company’s business, results of operations, financial condition
and growth. Adverse macroeconomic conditions, including inflation, slower growth or recession, tighter credit, higher interest
rates and high unemployment could materially adversely affect the Company’s business, results of operations, financial condition
and growth. In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on
the Company’s suppliers.
We
may not be able to obtain adequate cash to fund our business. Our business requires access to adequate cash to finance our operations,
distributions, capital expenditures, debt service obligations, development and redevelopment costs and property acquisition costs, if
any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowings under secured and unsecured
loans, proceeds from sales of strategically identified assets and, when market conditions permit, through the issuance of debt and equity
securities from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable to renew
leases, lease vacant space or re-lease space as leases expire according to our expectations.
We
are dependent on key personnel. Our executive and other senior officers have a significant role in our success. Our ability to
retain our management group or to attract suitable replacements should any members of the management group leave is dependent on the
competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability
could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.
Some
of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business
interests. Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owned a 24% interest in
the entity that is the landlord of the property where the Company’s corporate office space is located. Effective January 2023,
Mr. Eugene Landy transferred this ownership to Mr. Samuel A. Landy, the President and Chief Executive Officer and a director of the
Company, and other family members. Effective October 1, 2019, the Company entered into a new lease for its executive offices in
Freehold, New Jersey which combines the existing corporate office space with additional adjacent office space. This new lease
extends our existing lease through April 30, 2027 and requires monthly lease payments of $23,098 through April 30, 2022 and $23,302
from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common
area maintenance. Mr. Samuel A. Landy may have a conflict of interest with respect to his
obligations as our officer and/or director and his ownership interest in the landlord of the property.
Further,
Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel Landy, who is also an officer of the Company, owns a 0.96% interest, and the Samuel Landy Family Limited Partnership (of which Daniel Landy is the sole general partner)
own a 0.96% interest in the
qualified opportunity zone fund, UMH OZ Fund, LLC (“OZ Fund”), recently formed by the Company. In addition, one of the Company’s independent directors own a 0.96% interest in the OZ Fund.
We
may amend our business policies without shareholder approval. Our Board of Directors determines our growth, investment, financing,
capitalization, borrowing, REIT status, operations and distributions policies. Although our Board of Directors has no present intention
to change or reverse any of these policies, they may be amended or revised without notice to shareholders. Accordingly, shareholders
may not have control over changes in our policies. We cannot assure you that changes in our policies will serve fully the interests of
all shareholders.
The
market value of our Series D Preferred Stock and Common Stock could decrease based on our performance and market perception and conditions.
The market value of our Series D Preferred Stock and Common Stock may be based primarily upon the market’s perception of our growth potential
and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlying assets. The market
price of our Series D Preferred Stock and Common Stock is influenced by their respective distributions relative to market interest rates. Rising interest
rates may lead potential buyers of our stock to expect a higher distribution rate, which could adversely affect the market price of our
stock. In addition, rising interest rates would result in increased expense, thereby adversely affecting cash flow and our ability to
service our indebtedness and pay distributions.
The
market price and trading volume of our Common Stock may fluctuate significantly. The per-share
trading price of our Common Stock may fluctuate. In addition, the trading volume in our Common Stock may fluctuate and cause significant
price variations to occur. If the per-share trading price of our Common Stock declines significantly, investors in our Common Stock may
be unable to resell their shares at or above their purchase price. We cannot provide any assurance that the per-share trading price of
our Common Stock will not fluctuate or decline significantly in the future.
Some
of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our stock include:
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actual
or anticipated variations in our quarterly operating results or dividends; |
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changes
in our funds from operations or earnings estimates; |
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publication
of research reports about us or the real estate industry; |
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prevailing
interest rates; |
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the
market for similar securities; |
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changes
in market valuations of similar companies; |
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adverse
market reaction to any additional debt we incur in the future; |
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additions
or departures of key management personnel; |
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actions
by institutional shareholders; |
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speculation
in the press or investment community; |
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the
extent of investor interest in our securities; |
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the
general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities
issued by other real estate-based companies; |
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our
underlying asset value; |
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investor
confidence in the stock and bond markets, generally; |
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changes
in tax laws; |
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future
equity issuances; |
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failure
to meet earnings estimates; |
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failure
to maintain our REIT status; |
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changes
in valuation of our REIT securities portfolio; |
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general
economic and financial market conditions; |
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war,
terrorist acts and epidemic disease, including the COVID-19 pandemic; |
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our
issuance of debt or preferred equity securities; |
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our
financial condition, results of operations and prospects; and |
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the
realization of any of the other risk factors presented in this Annual Report on Form 10-K. |
In
the past, securities class action litigation has often been instituted against companies following periods of volatility in the price
of their Common Stock. This type of litigation could result in substantial costs and divert our management’s attention and resources,
which could have an adverse effect on our financial condition, results of operations, cash flow and per-share trading price of our Common Stock.
Third-party
expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks. There
is an increasing focus from certain investors concerning corporate responsibility, specifically related to environmental, social and
governance factors. In addition, there is an increased focus on such matters by various regulatory authorities, including the SEC,
and the activities and expense required to comply with new regulations or standards may be significant. Some investors may use these
factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies
relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on
companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which
companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could
result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or
regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific
third-party provider, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may
face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by
various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be superior to
ours, potential or current investors may elect to invest in our competitors instead of us. In addition, we could fail, or be
perceived to fail, in our achievement of our initiatives and goals with respect to environmental, social and governance matters, or
we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, our
initiatives are not executed as planned, or we do not satisfy our goals, our reputation and financial results could be adversely
affected.
The
market prices and trading volumes of our Series D Preferred Stock may fluctuate significantly. Although
our Series D Preferred Stock is listed and traded on the NYSE, the trading markets for the Series D Preferred Stock is limited. Since
the Series D Preferred Stock has no maturity date, investors seeking liquidity may elect to sell their shares of Series D Preferred Stock
in the secondary market. If an active trading market does not exist, the market price and liquidity of the Series D Preferred Stock may
be adversely affected by such sales. Even if an active public market exists, we cannot guarantee that the market price for the Series
D Preferred Stock will equal or exceed the price that investors in the Series D Preferred Stock paid for their shares.
The
future issuance or sale of additional shares of Common Stock or Series D Preferred
Stock could adversely affect the trading prices of our outstanding Common Stock and Series D
Preferred Stock. Future
issuances or sales of substantial numbers of shares of our Common Stock or Preferred Stock in the public market, or the perception
that such issuances or sales might occur, could adversely affect the per-share trading prices of our Common Stock or Series D
Preferred Stock. The per-share trading price of our Common Stock or Series D Preferred Stock may decline significantly upon the sale
or registration of additional shares of our Common Stock or Series D Preferred Stock.
Future
issuances of our debt securities, which would be senior to our Series D Preferred Stock upon liquidation, or preferred equity securities
which may be senior to our Series D Preferred Stock for purposes of dividend distributions or upon liquidation, may adversely affect
the per-share trading prices of our Series D Preferred Stock. In the future, we may attempt
to increase our capital resources by issuing additional debt securities and/or additional classes or series of preferred stock. Upon
liquidation, holders of our debt securities and lenders with respect to other borrowings will be entitled to receive our available assets
prior to any distribution to holders of our Series D Preferred Stock. Additionally, any convertible or exchangeable securities that we
issue in the future may have rights, preferences and privileges more favorable than those of our Series D Preferred Stock. Any shares
of preferred stock that we issue in the future could have a preference on liquidating distributions or a preference on dividend payments
that could limit our ability to pay dividends to holders of our Series D Preferred Stock. Any such future issuances may adversely affect
the trading price of our Series D Preferred Stock.
There
are restrictions on the transfer of our capital stock. To maintain our qualification as a REIT under the Code, no more than 50%
in value of our outstanding capital stock may be owned, actually or by attribution, by five or fewer individuals, as defined in the Code
to also include certain entities, during the last half of a taxable year. Accordingly, our charter contains provisions restricting the
transfer of our capital stock. These restrictions may discourage a tender offer or other transaction, or a change in management or of
control of us that might involve a premium price for our Common Stock or Series D Preferred Stock or that our shareholders otherwise believe to
be in their best interests, and may result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit
of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
The
dual listing of our Common Stock on the New York Stock Exchange (“NYSE”) and the Tel Aviv Stock Exchange (“TASE”)
may result in price variations that could adversely affect liquidity of the market for our Common Stock. Our Common Stock is
listed and trades on both the NYSE and the TASE. The dual listing may result in price variations of our Common Stock between the two
exchanges due to various factors, including the use of different currencies and the different days and hours of trading for the two exchanges.
Any decrease in the trading price of our Common Stock in one market could cause a decrease in the trading price in the other market.
In addition, the dual-listing may adversely affect liquidity and trading prices on one or both of the exchanges as a result of circumstances
that may be outside of our control. For example, transfers by holders of our securities from trading on one exchange to the other could
result in increases or decreases in liquidity and or trading prices on either or both of the exchanges. Holders could also seek to sell
or buy our Common Stock to take advantage of any price differences between the two markets through a practice referred to as arbitrage.
Any such arbitrage activity could create volatility in both the price and volume of trading of our Common Stock.
The
existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated or modified in a manner that may subject
us to additional regulatory burden and additional costs. The current Israeli regulatory regime provides a mechanism for the dual-listing
of securities traded on the NYSE and the TASE that does not impose any significant regulatory burden or significant costs on us. If this
dual-listing regime is eliminated or modified, it may become more difficult for us to comply with the regulatory requirements, and this
could result in additional costs. In such event, we may consider delisting of our Common Stock from the TASE.
Our
earnings are dependent, in part, upon the performance of our investment portfolio. As permitted by the Code, we invest in and
own securities of other REITs, which we generally limit to no more than approximately 15% of our undepreciated assets. To the extent
that the value of those investments decline or those investments do not provide a return, our earnings and cash flow could be adversely
affected.
We
are subject to restrictions that may impede our ability to effect a change in control. Certain provisions contained in our charter
and bylaws and certain provisions of Maryland law may have the effect of discouraging a third party from making an acquisition proposal
for us and thereby inhibit a change in control. These provisions include the following:
|
● |
Our
charter provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as
a “staggered board.” By preventing common shareholders from voting on the election of more than one class of directors
at any annual meeting of shareholders, this provision may have the effect of keeping the current members of our Board of Directors
in control for a longer period of time than shareholders may desire. |
|
● |
Our
charter generally limits any holder from acquiring more than 9.8% (in value or in number, whichever is more restrictive) of our outstanding
equity stock (defined as all of our classes of capital stock, except our excess stock). While this provision is intended to assure
our ability to remain a qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity for shareholders
to receive a premium for their shares of Common Stock that might otherwise exist if an investor was attempting to assemble a block
of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise effect a change in control. |
|
● |
The
request of shareholders entitled to cast at least a majority of all votes entitled to be cast at such meeting is necessary for shareholders
to call a special meeting. We also require advance notice by common shareholders for the nomination of directors or proposals of
business to be considered at a meeting of shareholders. |
|
● |
Our
Board of Directors may authorize and cause us to issue securities without shareholder approval. Under our charter, the board has
the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences,
rights, powers and restrictions as the Board of Directors may determine. |
|
● |
“Business
combination” provisions that provide that, unless exempted, a Maryland corporation may not engage in certain business combinations,
including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock and other specified transactions,
with an “interested shareholder” or an affiliate of an interested shareholder for five years after the most recent date
on which the interested shareholder became an interested shareholder, and thereafter unless specified criteria are met. An interested
shareholder is defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate
thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power
of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question. |
|
● |
The
duties of directors of a Maryland corporation do not require them to, among other things (a) accept, recommend or respond to any
proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or
modify or render inapplicable, any shareholders rights plan, (c) make a determination under the Maryland Business Combination Act
or the Maryland Control Share Acquisition Act to exempt any person or transaction from the requirements of those provisions, or (d)
act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition
of control of the corporation or the amount or type of consideration that may be offered or paid to the shareholders in an acquisition. |
We
cannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the future is dependent
on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiaries and is subject to
limitations under our financing arrangements and Maryland law. Under the Maryland General Corporation Law, a Maryland corporation generally
may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts
became due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities
plus, unless the charter permits otherwise, the amount that would be needed if the corporation were to be dissolved at the time of the
distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior
to those receiving the distribution. Accordingly, we cannot guarantee that we will be able to pay distributions on a regular quarterly
basis in the future.
Dividends
on our capital stock do not qualify for the reduced tax rates available for some dividends. Income from “qualified dividends”
payable to U.S. shareholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable
by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Although these
rules do not adversely affect our taxation or the dividends payable by us, to the extent that the preferential rates continue to apply
to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive an investment in us to be relatively
less attractive than an investment in the stock of a non-REIT corporation that pays dividends, which could materially and adversely affect
the value of the shares of, and per share trading price of, our capital stock. It should be noted
that the TCJA provides for a deduction from income for individuals, trusts and estates up to 20% of certain REIT dividends, which reduces
the effective tax rate on such dividends below the effective tax rate on interest, though the deduction is generally not as favorable
as the preferential rate on qualified dividends. The deduction for certain REIT dividends, unlike the favorable rate for qualified dividends,
expires after 2025.
We
are subject to risks arising from litigation. We may become involved in litigation. Litigation can be costly, and the results
of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual protection to cover costs and
liability in the event we are sued, and to the extent we resort to litigation to enforce our rights, we may incur significant costs and
ultimately be unsuccessful or unable to recover amounts we believe are owed to us. We may have little or no control of the timing of
litigation, which presents challenges to our strategic planning.
Future
terrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidence and
market liquidity. Among other things, it is possible that interest rates may be affected by these events. An increase in interest
rates may increase our costs of borrowing, leading to a reduction in our earnings. Terrorist acts affecting our properties could also
result in significant damages to, or loss of, our properties. Additionally, we may be unable to obtain adequate insurance coverage on
acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorism insurance even
if we do not believe this insurance is necessary or cost effective. Should an act of terrorism result in an uninsured loss or a loss
in excess of insured limits, we could lose capital invested in a property, as well as the anticipated future revenues from a property,
while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types
would adversely affect our financial condition.
Disruptions
in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the
market price of our capital stock. Uncertainty in the stock and credit markets may negatively impact our ability to access additional
financing at reasonable terms, which may negatively affect our ability to acquire properties and otherwise pursue our investment strategy.
A prolonged downturn in the stock or credit markets may cause us to seek alternative sources of potentially less attractive financing,
and may require us to adjust our investment strategy accordingly. These types of events in the stock and credit markets may make it more
difficult or costly for us to raise capital through the issuance of the Common Stock, Preferred Stock or debt securities. The potential
disruptions in the financial markets may have a material adverse effect on the market value of the Common Stock and Preferred Stock,
or the economy in general. In addition, the national and local economic climate, including that of the energy-market dependent Marcellus
and Utica Shale regions, may be adversely impacted by, among other factors, potential restrictions on drilling, plant closings and industry
slowdowns, which may have a material adverse effect on the return we receive on our properties and investments, as well as other unknown
adverse effects on us.
We
face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential information and disrupt
operations. We rely extensively on information technology to process transactions and manage our business. In the ordinary course
of our business, we collect and store sensitive data, including our business information and that of our tenants, clients, vendors and
employees on our network. This data is hosted on internal, as well as external, computer systems. Our external systems are hosted by
third-party service providers that may have access to such information in connection with providing necessary information technology
and security and other business services to us. This information may include personally identifiable information such as social security
numbers, banking information and credit card information. We employ a number of measures to prevent, detect and mitigate potential breaches
or disclosure of this confidential information. We have established a Cybersecurity Subcommittee of our Audit Committee to review and
provide high level guidance on cybersecurity related issues of importance to the Company. We also maintain cyber risk insurance to provide
some coverage for certain risks arising out of data and network breaches. While we continue to improve our cybersecurity and take measures
to protect our business, we and our third-party service providers may be vulnerable to attacks by hackers (including through malware,
ransomware, computer viruses, and email phishing schemes) or breached due to employee error, malfeasance, fire, flood or other physical
event, or other disruptions. Any such breach or disruption could compromise the confidential information of our employees, customers
and vendors to the extent such information exists on our systems or on the systems of third-party providers. Such an incident could result
in potential liability or a loss of confidence and legal claims or proceedings; damage our reputation, competitiveness, stock price and
long-term value; increase remediation, cybersecurity protection and insurance premium costs; disrupt and affect our business operations;
or have material adverse effects on our business.
We
are dependent on continuous access to the Internet to use our cloud-based applications. Damage or failure to our information
technology systems, including as a result of any of the reasons described above, could adversely affect our results of operations as
we may incur significant costs or data loss. We continually assess new and enhanced information technology solutions to manage risk of
system failure or interruption.
We
face risks relating to expanding use of social media mediums. The use of social media could cause us to suffer brand damage or
information leakage. Negative posts or comments about us or our properties on any social networking website could damage our, or our
properties’ reputations. In addition, employees or others might disclose non-public sensitive information relating to our business
through external media channels. The continuing evolution of social media may present us with new challenges and risks. The considerable
increase in the use of social media over recent years has greatly expanded the potential scope and scale, and increased the rapidity
of the dissemination of negative publicity that could be generated by negative posts and comments.
Certain
risks are associated with our Qualified Opportunity Zone Fund. Some aspects of the Qualified Opportunity Zone rules adopted by
the Internal Revenue Service remain uncertain. Legislation may be needed to clarify certain of the provisions in the Qualified Opportunity
Zone rules and to give proper effect to Congressional intent as expressed in the TCJA. No assurance can be provided that additional legislation
will be enacted, and even if enacted, that such additional legislation will clearly address all items that require or would benefit from
clarification. It is unclear if additional guidance will be released, or in what manner the Treasury Department will resolve any remaining
areas of uncertainty. Accordingly, there can be no guarantee that our opportunity zone fund will qualify under the Qualified Opportunity
Zone rules as a Qualified Opportunity Zone fund or that the Company will be able to realize, through its investment in the fund, any
of the desired tax benefits.
Item
1B – Unresolved Staff Comments
None.
Item
2 – Properties
UMH
Properties, Inc. is engaged in the ownership and operation of manufactured home communities. As of December 31, 2022, the Company
owned 134 manufactured home communities (including one community acquired through the Company’s opportunity zone fund)
containing approximately 25,600 developed sites, located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan,
Maryland, Alabama and South Carolina. Since January 1, 2023, we have acquired one additional community, located in Georgia, which
contains 118 developed homesites, through our opportunity zone fund. The Company also has an ownership interest in and operates two
communities in Florida through its joint venture with Nuveen. The rents collectible from the land in our communities ultimately
depend on the value of the home and land. Therefore, fewer but more expensive homes can actually produce the same or greater rents.
There is a long-term trend toward larger manufactured homes. Existing manufactured home communities designed for older manufactured
homes must be modified to accommodate modern, wider and longer manufactured homes. These changes may decrease the number of homes
that may be accommodated in a manufactured home community. For this reason, the number of developed sites operated by the Company is
subject to change, and the number of developed sites listed is always an approximate number. The following table sets forth certain
information concerning the Company’s real estate investments as of December 31, 2022.
Name of Community | |
Number of
Developed
Sites | | |
Occupancy
Percentage
at 12/31/22 | | |
Occupancy Percentage
at 12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average Monthly Rent Per
Site at 12/31/22 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Allentown | |
| 434 | | |
| 96 | % | |
| 97 | % | |
| 87 | | |
| 18 | | |
$ | 537 | |
4912 Raleigh-Millington Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Memphis, TN 38128 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Arbor Estates | |
| 230 | | |
| 96 | % | |
| 97 | % | |
| 30 | | |
| 1 | | |
$ | 807 | |
1081 North Easton Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Doylestown, PA 18902 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Auburn Estates | |
| 42 | | |
| 90 | % | |
| 95 | % | |
| 13 | | |
| -0- | | |
$ | 402 | |
919 Hostetler Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Orrville, OH 44667 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Bayshore Estates | |
| 207 | | |
| 80 | % | |
| 84 | % | |
| 56 | | |
| -0- | | |
$ | 367 | |
105 West Shoreway Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sandusky, OH 44870 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Birchwood Farms | |
| 143 | | |
| 94 | % | |
| 95 | % | |
| 28 | | |
| -0- | | |
$ | 528 | |
8057 Birchwood Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Birch Run, MI 48415 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Name of Community | |
Number of Developed
Sites | | |
Occupancy
Percentage
at 12/31/22 | | |
Occupancy
Percentage at 12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average Monthly Rent Site at
12/31/22 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Boardwalk | |
| 193 | | |
| 98 | % | |
| 98 | % | |
| 45 | | |
| -0- | | |
$ | 444 | |
2105 Osolo Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Elkhart, IN 46514 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Broadmore Estates | |
| 390 | | |
| 93 | % | |
| 93 | % | |
| 93 | | |
| 19 | | |
$ | 532 | |
148 Broadmore Estates | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Goshen, IN 46528 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Brookside Village | |
| 170 | | |
| 83 | % | |
| 82 | % | |
| 37 | | |
| 2 | | |
$ | 526 | |
107 Skyline Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Berwick, PA 18603 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Brookview Village | |
| 174 | | |
| 91 | % | |
| 92 | % | |
| 46 | | |
| 64 | | |
$ | 607 | |
2025 Route 9N, Lot 137 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Greenfield Center, NY 12833 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Camelot Village | |
| 115 | | |
| 86 | % | |
| 96 | % | |
| 32 | | |
| 50 | | |
$ | 336 | |
2700 West 38th Street | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Anderson, IN 46013 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Camelot Woods | |
| 153 | | |
| 59 | % | |
| 55 | % | |
| 32 | | |
| -0- | | |
$ | 332 | |
124 Clairmont Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Altoona, PA 16601 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Candlewick Court | |
| 211 | | |
| 78 | % | |
| 70 | % | |
| 40 | | |
| -0- | | |
$ | 543 | |
1800 Candlewick Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Owosso, MI 48867 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Carsons | |
| 131 | | |
| 85 | % | |
| 85 | % | |
| 14 | | |
| 4 | | |
$ | 476 | |
649 North Franklin Street Lot 116 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chambersburg, PA 17201 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Catalina | |
| 459 | | |
| 75 | % | |
| 73 | % | |
| 75 | | |
| 26 | | |
$ | 499 | |
6501 Germantown Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Middletown, OH 45042 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cedarcrest Village | |
| 283 | | |
| 98 | % | |
| 99 | % | |
| 71 | | |
| 30 | | |
$ | 728 | |
1976 North East Avenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Vineland, NJ 08360 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Center Manor | |
| 96 | | |
| 35 | % | |
| N/A | | |
| 16 | | |
| 2 | | |
$ | 535 | |
400 Center Manor Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Monaca, PA 15061 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chambersburg I & II | |
| 99 | | |
| 74 | % | |
| 76 | % | |
| 11 | | |
| -0- | | |
$ | 447 | |
5368 Philadelphia Avenue Lot 34 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chambersburg, PA 17201 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chelsea | |
| 84 | | |
| 96 | % | |
| 99 | % | |
| 12 | | |
| -0- | | |
$ | 490 | |
459 Chelsea Lane | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sayre, PA 18840 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at 12/31/22 | | |
Occupancy Percentage at 12/31/21 | | |
Acreage Developed | | |
Additional Acreage | | |
Weighted Monthly Rent Site at 12/31/22 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Cinnamon Woods | |
| 62 | | |
| 100 | % | |
| 100 | % | |
| 10 | | |
| 67 | | |
$ | 589 | |
70 Curry Avenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conowingo, MD 21918 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
City View | |
| 57 | | |
| 96 | % | |
| 96 | % | |
| 20 | | |
| 2 | | |
$ | 393 | |
110 Fort Granville Lot C5 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lewistown, PA 17044 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Clinton Mobile Home Resort | |
| 116 | | |
| 97 | % | |
| 99 | % | |
| 23 | | |
| 1 | | |
$ | 489 | |
60 North State Route 101 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Tiffin, OH 44883 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Collingwood | |
| 102 | | |
| 84 | % | |
| 85 | % | |
| 20 | | |
| -0- | | |
$ | 505 | |
358 Chambers Road Lot 001 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Horseheads, NY 14845 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Colonial Heights | |
| 159 | | |
| 97 | % | |
| 96 | % | |
| 31 | | |
| 1 | | |
$ | 381 | |
917 Two Ridge Road | |
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Wintersville, OH 43953 | |
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Countryside Estates | |
| 164 | | |
| 81 | % | |
| 85 | % | |
| 44 | | |
| 20 | | |
$ | 417 | |
1500 East Fuson Road | |
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Muncie, IN 47302 | |
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Countryside Estates | |
| 142 | | |
| 92 | % | |
| 96 | % | |
| 27 | | |
| -0- | | |
$ | 421 | |
6605 State Route 5 | |
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Ravenna, OH 44266 | |
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Countryside Village/Duck River Estates | |
| 407 | | |
| 88 | % | |
| 92 | % | |
| 79 | | |
| 103 | | |
| $452/$495 | |
200 Early Road | |
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Columbia, TN 38401 | |
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Cranberry Village | |
| 187 | | |
| 98 | % | |
| 98 | % | |
| 36 | | |
| -0- | | |
$ | 670 | |
100 Treesdale Drive | |
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Cranberry Township, PA 16066 | |
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Crestview | |
| 97 | | |
| 98 | % | |
| 92 | % | |
| 19 | | |
| -0- | | |
$ | 442 | |
Wolcott Hollow Road & Route 220 | |
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Athens, PA 18810 | |
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Cross Keys Village | |
| 132 | | |
| 90 | % | |
| 93 | % | |
| 21 | | |
| 2 | | |
$ | 541 | |
259 Brown Swiss Circle | |
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Duncansville, PA 16635 | |
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Crossroads Village | |
| 34 | | |
| 79 | % | |
| 76 | % | |
| 9 | | |
| -0- | | |
$ | 449 | |
549 Chicory Lane | |
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Mount Pleasant, PA 15666 | |
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Dallas Mobile Home Community | |
| 142 | | |
| 89 | % | |
| 92 | % | |
| 21 | | |
| -0- | | |
$ | 309 | |
1104 North 4th Street | |
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Toronto, OH 43964 | |
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Deer Meadows | |
| 98 | | |
| 98 | % | |
| 94 | % | |
| 22 | | |
| 8 | | |
$ | 392 | |
12921 Springfield Road | |
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New Springfield, OH 44443 | |
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Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at 12/31/22 | | |
Occupancy Percentage at 12/31/21 | | |
Acreage Developed | | |
Additional Acreage | | |
Weighted Average Monthly Rent Per Site at 12/31/22 | |
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Deer Run | |
| 189 | | |
| 46 | % | |
| 31 | % | |
| 33 | | |
| -0- | | |
$ | 185 | |
3142 Flynn Road Lot 194 | |
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Dothan, AL 36303 | |
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D & R Village | |
| 234 | | |
| 96 | % | |
| 95 | % | |
| 44 | | |
| -0- | | |
$ | 678 | |
430 Route 146 Lot 65A | |
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Clifton Park, NY 12065 | |
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Evergreen Estates | |
| 55 | | |
| 98 | % | |
| 96 | % | |
| 10 | | |
| 3 | | |
$ | 417 | |
425 Medina Street | |
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Lodi, OH 44254 | |
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Evergreen Manor | |
| 68 | | |
| 90 | % | |
| 90 | % | |
| 7 | | |
| -0- | | |
$ | 419 | |
26041 Aurora Avenue | |
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Bedford, OH 44146 | |
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Evergreen Village | |
| 50 | | |
| 90 | % | |
| 86 | % | |
| 10 | | |
| 4 | | |
$ | 444 | |
9249 State Route 44 | |
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Mantua, OH 44255 | |
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Fairview Manor | |
| 317 | | |
| 95 | % | |
| 96 | % | |
| 66 | | |
| 132 | | |
$ | 767 | |
2110 Mays Landing Road | |
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Millville, NJ 08332 | |
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Fifty-One Estates | |
| 170 | | |
| 82 | % | |
| 89 | % | |
| 42 | | |
| 6 | | |
$ | 493 | |
Hayden Boulevard | |
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Elizabeth, PA 15037 | |
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Fohl Village | |
| 321 | | |
| 77 | % | |
| N/A | | |
| 126 | | |
| 44 | | |
$ | 395 | |
5729 Joleda Drive SW | |
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Canton, OH 44706 | |
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Forest Creek | |
| 167 | | |
| 97 | % | |
| 96 | % | |
| 37 | | |
| -0- | | |
$ | 566 | |
855 East Mishawaka Road | |
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Elkhart, IN 46517 | |
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Forest Park Village | |
| 246 | | |
| 93 | % | |
| 94 | % | |
| 79 | | |
| -0- | | |
$ | 606 | |
102 Holly Drive | |
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Cranberry Township, PA 16066 | |
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Fox Chapel Village | |
| 120 | | |
| 94 | % | |
| 97 | % | |
| 23 | | |
| 2 | | |
$ | 426 | |
1 Greene Drive | |
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Cheswick, PA 15024 | |
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Frieden Manor | |
| 193 | | |
| 97 | % | |
| 97 | % | |
| 42 | | |
| 99 | | |
$ | 561 | |
102 Frieden Manor | |
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Schuylkill Haven, PA 17972 | |
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Friendly Village | |
| 824 | | |
| 50 | % | |
| 52 | % | |
| 101 | | |
| -0- | | |
$ | 450 | |
27696 Oregon Road | |
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Perrysburg, OH 43551 | |
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Garden View (1) | |
| 181 | | |
| 34 | % | |
| N/A | | |
| 31 | | |
| 8 | | |
$ | 232 | |
100 Banashee Circle | |
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Orangeburg,
SC 29115 | |
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Name of Community | |
Number of
Developed Sites | | |
Occupancy
Percentage at 12/31/22 | | |
Occupancy
Percentage
at 12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average
Monthly Rent Per Site at 12/31/22 | |
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Green Acres | |
| 24 | | |
| 88 | % | |
| 92 | % | |
| 6 | | |
| -0- | | |
$ | 473 | |
4496 Sycamore Grove Road | |
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Chambersburg, PA 17201 | |
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Gregory Courts | |
| 39 | | |
| 97 | % | |
| 97 | % | |
| 9 | | |
| -0- | | |
$ | 751 | |
1 Mark Lane | |
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Honey Brook, PA 19344 | |
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Hayden Heights | |
| 115 | | |
| 99 | % | |
| 99 | % | |
| 19 | | |
| -0- | | |
$ | 474 | |
5501 Cosgray Road | |
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Dublin, OH 43016 | |
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Heather Highlands | |
| 366 | | |
| 85 | % | |
| 74 | % | |
| 79 | | |
| -0- | | |
$ | 536 | |
109 Main Street | |
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Inkerman, PA 18640 | |
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Hidden Creek | |
| 351 | | |
| 62 | % | |
| N/A | | |
| 69 | | |
| 19 | | |
$ | 384 | |
6400 South Dixie Highway | |
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Erie, MI 48133 | |
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High View Acres | |
| 154 | | |
| 84 | % | |
| 84 | % | |
| 43 | | |
| -0- | | |
$ | 448 | |
247 Murray Lane | |
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Export, PA 15632 | |
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Highland | |
| 246 | | |
| 84 | % | |
| 90 | % | |
| 42 | | |
| -0- | | |
$ | 465 | |
1875 Osolo Road | |
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Elkhart, IN 46514 | |
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Highland Estates | |
| 317 | | |
| 98 | % | |
| 98 | % | |
| 98 | | |
| 65 | | |
$ | 677 | |
60 Old Route 22 | |
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Kutztown, PA 19530 | |
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Hillcrest Crossing | |
| 197 | | |
| 88 | % | |
| 80 | % | |
| 60 | | |
| 16 | | |
$ | 373 | |
100 Lorraine Drive | |
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Lower Burrell, PA 15068 | |
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Hillcrest Estates | |
| 218 | | |
| 97 | % | |
| 98 | % | |
| 46 | | |
| 45 | | |
$ | 506 | |
14200 Industrial Parkway | |
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Marysville, OH 43040 | |
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Hillside Estates | |
| 88 | | |
| 89 | % | |
| 92 | % | |
| 29 | | |
| 20 | | |
$ | 420 | |
1722 Snyder Avenue | |
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Greensburg, PA 15601 | |
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Holiday Village | |
| 331 | | |
| 85 | % | |
| 79 | % | |
| 36 | | |
| 29 | | |
$ | 540 | |
201 Sam Street | |
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Nashville, TN 37207 | |
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Holiday Village | |
| 326 | | |
| 90 | % | |
| 87 | % | |
| 53 | | |
| 2 | | |
$ | 552 | |
1350 Co Road 3 | |
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Elkhart, IN 46514 | |
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Holly Acres Estates | |
| 153 | | |
| 97 | % | |
| 96 | % | |
| 30 | | |
| 9 | | |
$ | 449 | |
7240 Holly Dale Drive | |
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Erie,
PA 16509 | |
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| | |
Name of Community | |
Number of Developed
Sites | | |
Occupancy
Percentage at 12/31/22 | | |
Occupancy
Percentage at 12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average Monthly Rent Per Site at
12/31/22 | |
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Hudson Estates | |
| 159 | | |
| 95 | % | |
| 94 | % | |
| 19 | | |
| -0- | | |
$ | 376 | |
100 Keenan Road | |
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Peninsula, OH 44264 | |
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Huntingdon Pointe | |
| 78 | | |
| 95 | % | |
| 97 | % | |
| 45 | | |
| 4 | | |
$ | 351 | |
240 Tee Drive | |
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Tarrs, PA 15688 | |
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Independence Park | |
| 92 | | |
| 95 | % | |
| 96 | % | |
| 36 | | |
| 15 | | |
$ | 452 | |
355 Route 30 | |
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Clinton, PA 15026 | |
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Iris Winds | |
| 141 | | |
| 69 | % | |
| 44 | % | |
| 24 | | |
| -0- | | |
$ | 195 | |
1230 South Pike East Lot 144 | |
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Sumter, SC 29153 | |
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Kinnebrook | |
| 250 | | |
| 99 | % | |
| 100 | % | |
| 66 | | |
| 8 | | |
$ | 672 | |
351 State Route 17B | |
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Monticello, NY 12701 | |
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LaVista Estates | |
| 141 | | |
| 1 | % | |
| N/A | | |
| 29 | | |
| 7 | | |
$ | 105 | |
2390 Denton Road | |
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Dothan, AL 36303 | |
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Lake Erie Estates | |
| 162 | | |
| 66 | % | |
| 69 | % | |
| 21 | | |
| -0- | | |
$ | 418 | |
3742 East Main Street, Apt 1 | |
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Fredonia, NY 14757 | |
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Lake Sherman Village | |
| 251 | | |
| 95 | % | |
| 95 | % | |
| 63 | | |
| 34 | | |
$ | 535 | |
7227 Beth Avenue, SW | |
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Navarre, OH 44662 | |
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Lakeview Meadows | |
| 79 | | |
| 100 | % | |
| 96 | % | |
| 21 | | |
| 32 | | |
$ | 427 | |
11900 Duff Road, Lot 58 | |
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Lakeview, OH 43331 | |
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Laurel Woods | |
| 208 | | |
| 81 | % | |
| 82 | % | |
| 43 | | |
| -0- | | |
$ | 486 | |
1943 St. Joseph Street | |
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Cresson, PA 16630 | |
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Little Chippewa | |
| 61 | | |
| 98 | % | |
| 97 | % | |
| 13 | | |
| -0- | | |
$ | 433 | |
11563 Back Massillon Road | |
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Orrville, OH 44667 | |
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Mandell Trails | |
| 140 | | |
| 80 | % | |
| N/A | | |
| 54 | | |
| 15 | | |
$ | 245 | |
108 Bay Street | |
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Butler, PA 16002 | |
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Maple Manor | |
| 312 | | |
| 81 | % | |
| 79 | % | |
| 71 | | |
| -0- | | |
$ | 453 | |
18 Williams Street | |
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Taylor, PA 18517 | |
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Marysville Estates | |
| 306 | | |
| 70 | % | |
| 67 | % | |
| 58 | | |
| -0- | | |
$ | 463 | |
548 North Main Street | |
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Marysville, OH 43040 | |
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Name
of Community | |
Number
of Developed Sites | | |
Occupancy
Percentage at 12/31/22 | | |
Occupancy
Percentage at 12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted
Average Monthly Rent Per Site at 12/31/22 | |
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Meadowood | |
| 122 | | |
| 89 | % | |
| 93 | % | |
| 20 | | |
| -0- | | |
$ | 482 | |
9555
Struthers Road | |
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New
Middletown, OH 44442 | |
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Meadows | |
| 335 | | |
| 76 | % | |
| 80 | % | |
| 61 | | |
| -0- | | |
$ | 476 | |
11 Meadows | |
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Nappanee,
IN 46550 | |
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Meadows of Perrysburg | |
| 196 | | |
| 95 | % | |
| 97 | % | |
| 47 | | |
| 8 | | |
$ | 471 | |
27484
Oregon Road | |
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Perrysburg,
OH 43551 | |
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Melrose
Village | |
| 293 | | |
| 92 | % | |
| 95 | % | |
| 71 | | |
| -0- | | |
$ | 430 | |
4400
Melrose Drive, Lot 301 | |
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Wooster,
OH 44691 | |
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Melrose
West | |
| 29 | | |
| 100 | % | |
| 100 | % | |
| 27 | | |
| 3 | | |
$ | 435 | |
4455
Cleveland Road | |
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Wooster,
OH 44691 | |
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Memphis
Blues (2) | |
| 134 | | |
| 66 | % | |
| 92 | % | |
| 16 | | |
| 78 | | |
$ | 480 | |
1401
Memphis Blues Avenue | |
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Memphis,
TN 38127 | |
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Monroe
Valley | |
| 44 | | |
| 98 | % | |
| 95 | % | |
| 11 | | |
| -0- | | |
$ | 600 | |
15
Old State Road | |
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Jonestown,
PA 17038 | |
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Moosic
Heights | |
| 147 | | |
| 94 | % | |
| 93 | % | |
| 35 | | |
| -0- | | |
$ | 472 | |
118 1st Street | |
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Avoca,
PA 18641 | |
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Mount
Pleasant Village | |
| 114 | | |
| 96 | % | |
| 95 | % | |
| 19 | | |
| -0- | | |
$ | 390 | |
1
Village Drive | |
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Mount
Pleasant, PA 15666 | |
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Mountaintop | |
| 39 | | |
| 87 | % | |
| 90 | % | |
| 11 | | |
| 2 | | |
$ | 690 | |
Mountain
Top Lane | |
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Narvon,
PA 17555 | |
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Mountain
View (3) | |
| -0- | | |
| N/A | | |
| N/A | | |
| -0- | | |
| 220 | | |
| N/A | |
Van
Dyke Street | |
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Coxsackie,
NY 12501 | |
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New
Colony | |
| 113 | | |
| 71 | % | |
| 74 | % | |
| 16 | | |
| -0- | | |
$ | 490 | |
3101
Homestead Duquesne Road | |
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West
Mifflin, PA 15122 | |
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Northtowne
Meadows | |
| 384 | | |
| 90 | % | |
| 90 | % | |
| 85 | | |
| -0- | | |
$ | 459 | |
6255
Telegraph Road | |
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Erie,
MI 48133 | |
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Oak
Ridge Estates | |
| 205 | | |
| 97 | % | |
| 99 | % | |
| 40 | | |
| -0- | | |
$ | 559 | |
1201
Country Road 15 | |
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Elkhart,
IN 46514 | |
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| | |
Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at
12/31/22 | | |
Occupancy Percentage at
12/31/21 | | |
Acreage Developed | | |
Additional Acreage | | |
Weighted Average Monthly Rent Per
Site at 12/31/22 | |
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Oak Tree | |
| 260 | | |
| 98 | % | |
| N/A | | |
| 39 | | |
| 2 | | |
$ | 493 | |
565 Diamond Road | |
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Jackson, NJ 08527 | |
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Oakwood Lake Village | |
| 78 | | |
| 69 | % | |
| 74 | % | |
| 40 | | |
| -0- | | |
$ | 538 | |
308 Gruver Lake | |
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Tunkhannock, PA 18657 | |
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Olmsted Falls | |
| 125 | | |
| 97 | % | |
| 98 | % | |
| 15 | | |
| -0- | | |
$ | 492 | |
26875 Bagley Road | |
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Olmsted Township, OH 44138 | |
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Oxford Village | |
| 224 | | |
| 99 | % | |
| 99 | % | |
| 59 | | |
| 2 | | |
$ | 783 | |
2 Dolinger Drive | |
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West Grove, PA 19390 | |
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Parke Place | |
| 367 | | |
| 93 | % | |
| 98 | % | |
| 94 | | |
| 15 | | |
$ | 449 | |
2331 Osolo Road | |
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Elkhart, IN 46514 | |
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Perrysburg Estates | |
| 133 | | |
| 93 | % | |
| 95 | % | |
| 26 | | |
| 7 | | |
$ | 414 | |
23720 Lime City Road | |
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Perrysburg, OH 43551 | |
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Pikewood Manor | |
| 492 | | |
| 87 | % | |
| 88 | % | |
| 86 | | |
| 31 | | |
$ | 484 | |
1780 Lorain Boulevard | |
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Elyria, OH 44035 | |
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Pine Ridge Village/Pine Manor | |
| 194 | | |
| 87 | % | |
| 89 | % | |
| 50 | | |
| 30 | | |
| $622/$640 | |
100 Oriole Drive | |
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Carlisle, PA 17013 | |
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Pine Valley Estates | |
| 213 | | |
| 78 | % | |
| 82 | % | |
| 38 | | |
| -0- | | |
$ | 441 | |
1283 Sugar Hollow Road | |
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Apollo, PA 15613 | |
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Pleasant View Estates | |
| 110 | | |
| 85 | % | |
| 85 | % | |
| 21 | | |
| 9 | | |
$ | 463 | |
6020 Fort Jenkins Lane | |
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Bloomsburg, PA 17815 | |
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Port Royal Village | |
| 476 | | |
| 61 | % | |
| 63 | % | |
| 101 | | |
| -0- | | |
$ | 546 | |
485 Patterson Lane | |
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Belle Vernon, PA 15012 | |
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Redbud Estates | |
| 579 | | |
| 96 | % | |
| 96 | % | |
| 128 | | |
| 21 | | |
$ | 291 | |
1800 West 38th Street | |
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Anderson, IN 46013 | |
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River Valley Estates | |
| 228 | | |
| 89 | % | |
| 86 | % | |
| 60 | | |
| -0- | | |
$ | 458 | |
2066 Victory Road | |
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Marion, OH 43302 | |
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Rolling Hills Estates | |
| 90 | | |
| 87 | % | |
| 96 | % | |
| 31 | | |
| 1 | | |
$ | 447 | |
14 Tip Top Circle | |
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| | |
Carlisle, PA 17015 | |
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| | |
Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at
12/31/22 | | |
Occupancy Percentage at
12/31/21 | | |
Acreage Developed | | |
Additional Acreage | | |
Weighted Average Monthly Rent Per
Site at 12/31/22 | |
| |
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| | |
| |
Rostraver Estates | |
| 66 | | |
| 88 | % | |
| 91 | % | |
| 17 | | |
| 66 | | |
$ | 524 | |
1198 Rostraver Road | |
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Belle Vernon, PA 15012 | |
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Sandy Valley Estates | |
| 363 | | |
| 79 | % | |
| 75 | % | |
| 102 | | |
| 10 | | |
$ | 488 | |
11461 State Route 800 N.E. | |
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Magnolia, OH 44643 | |
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Shady Hills | |
| 212 | | |
| 93 | % | |
| 89 | % | |
| 25 | | |
| -0- | | |
$ | 532 | |
1508 Dickerson Pike #L3 | |
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Nashville, TN 37207 | |
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Somerset Estates/Whispering Pines | |
| 249 | | |
| 84 | % | |
| 84 | % | |
| 74 | | |
| 24 | | |
| $453/$540 | |
1873 Husband Road | |
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Somerset, PA 15501 | |
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| | |
Southern Terrace | |
| 118 | | |
| 100 | % | |
| 99 | % | |
| 26 | | |
| 4 | | |
$ | 411 | |
1229 State Route 164 | |
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Columbiana, OH 44408 | |
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Southwind Village | |
| 250 | | |
| 99 | % | |
| 99 | % | |
| 36 | | |
| -0- | | |
$ | 641 | |
435 E. Veterans Highway | |
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Jackson, NJ 08527 | |
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Spreading Oaks Village | |
| 148 | | |
| 93 | % | |
| 95 | % | |
| 37 | | |
| 24 | | |
$ | 478 | |
7140-29 Selby Road | |
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Athens, OH 45701 | |
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Springfield Meadows | |
| 122 | | |
| 99 | % | |
| 95 | % | |
| 43 | | |
| 77 | | |
$ | 427 | |
4100 Troy Road | |
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Springfield, OH 45502 | |
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Struble Ridge (4) | |
| -0- | | |
| N/A | | |
| N/A | | |
| -0- | | |
| 61 | | |
| N/A | |
2232 Horseshoe Pike | |
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Honey Brook, PA 19344 | |
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Suburban Estates | |
| 200 | | |
| 90 | % | |
| 96 | % | |
| 36 | | |
| -0- | | |
$ | 463 | |
33 Maruca Drive | |
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Greensburg, PA 15601 | |
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Summit Estates | |
| 141 | | |
| 93 | % | |
| 97 | % | |
| 25 | | |
| 1 | | |
$ | 428 | |
3305 Summit Road | |
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Ravenna, OH 44266 | |
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Summit Village | |
| 106 | | |
| 94 | % | |
| 87 | % | |
| 25 | | |
| 33 | | |
$ | 287 | |
246 North 500 East | |
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Marion, IN 46952 | |
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Sunny Acres | |
| 207 | | |
| 96 | % | |
| 95 | % | |
| 55 | | |
| 3 | | |
$ | 423 | |
272 Nicole Lane | |
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Somerset, PA 15501 | |
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Sunnyside | |
| 63 | | |
| 84 | % | |
| 84 | % | |
| 8 | | |
| 1 | | |
$ | 786 | |
2901 West Ridge Pike | |
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Eagleville, PA 19403 | |
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| | |
Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at
12/31/22 | | |
Occupancy Percentage at
12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average Monthly Rent Per
Site at 12/31/22 | |
| |
| | |
| | |
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| | |
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| |
Trailmont | |
| 129 | | |
| 95 | % | |
| 95 | % | |
| 32 | | |
| -0- | | |
$ | 538 | |
122 Hillcrest Road | |
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| | |
Goodlettsville, TN 37072 | |
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Twin Oaks I & II | |
| 141 | | |
| 97 | % | |
| 97 | % | |
| 21 | | |
| -0- | | |
$ | 597 | |
27216 Cook Road | |
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Olmsted Township, OH 44138 | |
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Twin Pines | |
| 219 | | |
| 90 | % | |
| 92 | % | |
| 48 | | |
| 2 | | |
$ | 527 | |
2011 West Wilden Avenue | |
| | | |
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| | |
Goshen, IN 46528 | |
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Valley High | |
| 75 | | |
| 89 | % | |
| 87 | % | |
| 13 | | |
| 16 | | |
$ | 410 | |
32 Valley High Lane | |
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Ruffs Dale, PA 15679 | |
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| | |
Valley Hills | |
| 267 | | |
| 97 | % | |
| 97 | % | |
| 66 | | |
| 67 | | |
$ | 416 | |
4364 Sandy Lake Road | |
| | | |
| | | |
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| | | |
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| | |
Ravenna, OH 44266 | |
| | | |
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| | |
Valley Stream | |
| 143 | | |
| 79 | % | |
| 78 | % | |
| 37 | | |
| 6 | | |
$ | 405 | |
60 Valley Stream | |
| | | |
| | | |
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| | | |
| | | |
| | |
Mountaintop, PA 18707 | |
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Valley View I | |
| 104 | | |
| 98 | % | |
| 98 | % | |
| 19 | | |
| -0- | | |
$ | 611 | |
1 Sunflower Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ephrata, PA 17522 | |
| | | |
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| |
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| | | |
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| | |
Valley View II | |
| 43 | | |
| 100 | % | |
| 100 | % | |
| 7 | | |
| -0- | | |
$ | 631 | |
1 Sunflower Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ephrata, PA 17522 | |
| | | |
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| |
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| | |
Valley View – Honey Brook | |
| 144 | | |
| 97 | % | |
| 92 | % | |
| 28 | | |
| 13 | | |
$ | 742 | |
1 Mark Lane | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Honey Brook, PA 19344 | |
| | | |
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| |
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| | |
Voyager Estates | |
| 259 | | |
| 64 | % | |
| 68 | % | |
| 72 | | |
| 20 | | |
$ | 414 | |
1002 Satellite Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
West Newton, PA 15089 | |
| | | |
| | | |
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| |
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| | | |
| | | |
| | |
Waterfalls Village | |
| 196 | | |
| 79 | % | |
| 83 | % | |
| 35 | | |
| -0- | | |
$ | 651 | |
3450 Howard Road Lot 21 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Hamburg, NY 14075 | |
| | | |
| | | |
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| |
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| | | |
| | | |
| | |
Wayside | |
| 81 | | |
| 95 | % | |
| 94 | % | |
| 16 | | |
| 5 | | |
$ | 373 | |
1000 Garfield Avenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Bellefontaine, OH 43331 | |
| | | |
| | | |
| | | |
| | | |
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| |
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| | | |
| | | |
| | | |
| | |
Weatherly Estates | |
| 271 | | |
| 100 | % | |
| 100 | % | |
| 41 | | |
| -0- | | |
$ | 490 | |
271 Weatherly Drive | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lebanon, TN 37087 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Wellington Estates | |
| 206 | | |
| 88 | % | |
| 84 | % | |
| 46 | | |
| 1 | | |
$ | 354 | |
247 Murray Lane | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Export, PA 15632 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Name of Community | |
Number of Developed Sites | | |
Occupancy Percentage at
12/31/22 | | |
Occupancy Percentage at
12/31/21 | | |
Acreage
Developed | | |
Additional
Acreage | | |
Weighted Average Monthly Rent Per
Site at 12/31/22 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Woodland Manor | |
| 148 | | |
| 75 | % | |
| 72 | % | |
| 77 | | |
| -0- | | |
$ | 427 | |
338 County Route 11, Lot 165 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
West Monroe, NY 13167 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Woodlawn Village | |
| 156 | | |
| 90 | % | |
| 92 | % | |
| 14 | | |
| -0- | | |
$ | 747 | |
265 Route 35 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Eatontown, NJ 07724 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Woods Edge | |
| 599 | | |
| 60 | % | |
| 59 | % | |
| 151 | | |
| 50 | | |
$ | 457 | |
1670 East 650 North | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
West Lafayette, IN 47906 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Wood Valley | |
| 158 | | |
| 72 | % | |
| 71 | % | |
| 31 | | |
| 56 | | |
$ | 408 | |
2 West Street | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Caledonia, OH 43314 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Worthington Arms | |
| 218 | | |
| 93 | % | |
| 94 | % | |
| 36 | | |
| -0- | | |
$ | 726 | |
5277 Columbus Pike | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lewis Center, OH 43035 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Youngstown Estates | |
| 89 | | |
| 64 | % | |
| 64 | % | |
| 14 | | |
| 59 | | |
$ | 421 | |
999 Balmer Road | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Youngstown, NY 14174 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 25,568 | | |
| 84.6 | % | |
| 86.0 | % | |
| 5,513 | | |
| 2,066 | | |
$ | 498 | |
(1) |
Community
is part of the opportunity zone fund. |
(2) |
Community
was closed due to unusual flooding throughout the region in May 2011. We are currently working on the redevelopment of this community.
The total redevelopment will be 237 sites. Phase I, consisting of 39 sites, was 100% occupied as of December 31, 2018. Phase II, consisting
of 51 sites, was recently completed in 2020 and in the process of being occupied. Phase III, consisting of 44 sites, is in the process
of being developed. Phase IV has been approved by city council and will allow up to an additional 103 sites. |
(3) |
We
are currently seeking site plan approvals for approximately 360 sites for this property. |
(4) |
We
are currently seeking site plan approvals for approximately 113 sites for this property. |
The
Company also has 2,066 undeveloped acres that may be developed into approximately 8,300 sites. We have approximately 3,500 sites in various
stages of the approval process that may be developed over the next 7 years. Due to the uncertainties involved in the approval and construction
process, it is difficult to predict the number of sites which will be completed in a given year.
In
addition to the communities owned by the Company listed above, the Company’s joint venture with Nuveen Real Estate owns Sebring
Square, a newly-developed all-age, manufactured home community located in Sebring, Florida, which was acquired in December 2021. This
community contains 219 developed homesites situated on approximately 39 acres and is now open for presales. In addition, the Company’s
joint venture owns Rum Runner, a newly-developed all-age, manufactured home community, also located in Sebring, Florida, which was acquired
in December 2022. This community contains 144 developed homesites situated on approximately 20 acres.
Significant
Properties
The
Company operated manufactured home properties with an approximate cost of $1.4 billion as of December 31, 2022. These properties consist
of 134 separate manufactured home communities (including one community acquired through the opportunity zone fund) and related improvements
(excluding the Sebring Square and Rum Runner communities in Florida acquired in December 2021 and 2022, respectively, which are operated
by the Company and owned by the Company’s joint venture with Nuveen Real Estate). No single community constitutes more than 10%
of the total assets of the Company. Our larger properties consist of: Friendly Village (Ohio) with 824 developed sites, Woods Edge (Indiana)
with 599 developed sites, Redbud Estates (Indiana) with 579 developed sites, Pikewood Manor (Ohio) with 492 developed sites, and Port
Royal Village (Pennsylvania) with 476 developed sites.
Mortgages
on Properties
The
Company has mortgages on many of its properties. The maturity dates of these mortgages range from 2023 to 2032, with a weighted average
term of 5.1 years. Interest on these mortgages is payable at fixed rates ranging from 2.62% to 6.35%. The weighted average interest rate
on our mortgages, not including the effect of unamortized debt issuance costs, was approximately 3.9% and 3.8% at both December 31, 2022
and 2021, respectively. The aggregate balances of these mortgages, net of unamortized debt issuance costs, totaled $508.9 million and
$452.6 million at December 31, 2022 and 2021, respectively. (For additional information, see Part IV, Item 15(a) (1) (vi), Note 7 of
the Notes to Consolidated Financial Statements – Loans and Mortgages Payable).
Joint
Venture with Nuveen
In
December 2021, the Company and Teachers Insurance and Annuity Association of America, through Nuveen Real Estate (its asset
management division) (“Nuveen” or “Nuveen Real Estate”), established a joint venture for the purpose of acquiring manufactured housing and/or
recreational vehicle communities that are under development and/or newly developed and meet certain other investment
guidelines. The terms of the joint venture are set forth in a Limited Liability Company Agreement dated as of December 8, 2021
(the “LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen.
The LLC Agreement provides for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month
commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total
commitments by up to an additional $100 million and to extend the commitment period for up to an additional four years.
The LLC Agreement calls for committed capital to be funded 60% by Nuveen and 40% by the Company on a parity basis. The Company
serves as managing member of the joint venture and is responsible for day-to-day operations of the joint venture and management of
its properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including investments, dispositions,
financings, major capital expenditures and annual budgets). The Company receives property management and other fees from the joint
venture.
In
December 2021, the joint venture closed on the acquisition of Sebring Square, a newly developed all-age manufactured home community located
in Sebring, Florida for a total purchase price of $22.2 million. The Sebring Square community contains 219 developed homesites
situated on approximately 39 acres. Thereafter, in December 2022, the joint venture closed on the acquisition of Rum Runner,
another newly developed all-age manufactured home community, also located in Sebring, Florida, for a total purchase price of $15.1 million.
The Rum Runner community contains 144 developed homesites situated on approximately 20 acres.
The
LLC Agreement between the Company and Nuveen provides that until the capital contributions to the joint venture are fully funded or
the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing
communities and/or recreational vehicle communities that meet the joint venture’s investment guidelines. These
guidelines call for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed
within the previous two years and are less than 20% occupied, are located in certain geographic markets, are projected to meet
certain cash flow and internal rate of return targets, and satisfy certain other criteria. The Company has agreed to offer
Nuveen the opportunity to have the joint venture acquire any manufactured housing community or recreational vehicle community that
meets these investment guidelines. If Nuveen determines not to pursue or approve any such acquisition, the Company would
be permitted to acquire the property outside the joint venture. Nuveen provided the Company with written waivers of the
exclusivity provision of the LLC Agreement with regard to two property acquisitions that may have fit the investment
guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint venture. Except for
investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from developing, owning, operating or
managing manufactured housing communities or recreational vehicle communities within a 10-mile radius of any community owned by the
joint venture. However, this restriction does not apply with respect to investments by the Company in existing communities
operated by the Company.
The
Company and Nuveen are continuing to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities
that are under development and/or newly developed and meet certain other investment guidelines. The Company and Nuveen have informally
agreed that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the
existing joint venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property
portfolio, consisting of the Sebring Square and Rum Runner communities. While the terms and conditions of such new joint venture entities
have not been fully negotiated, it is expected that invested capital would continue to be funded 60% by Nuveen and 40% by the Company
on a parity basis and that other terms would be similar to those of the existing joint venture, except that the amounts of the parties’
respective capital commitments will be determined on a property-by-property basis. References in this Annual Report to the Company’s
joint venture with Nuveen are intended to refer to our ongoing relationship with Nuveen. For additional information about the Company’s
joint venture with Nuveen Real Estate, see Note 5, “Investment in Joint Venture,” of the Notes to Consolidated Financial Statements.
Opportunity
Zone Fund
In July 2022, the Company invested $8.0 million, representing a portion
of the capital gain the Company recognized as a result of the MREIC merger, in our qualified opportunity zone fund, UMH OZ Fund, LLC (“OZ
Fund”), a new entity formed by the Company. (For additional information about the MREIC merger, see Note 4, “Marketable Securities,”
of the Notes to Consolidated Financial Statements.) The OZ Fund was created to acquire, develop and redevelop manufactured housing communities
requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant
to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas.
The OZ Fund was designed to allow the Company and other investors in the OZ Fund to defer the tax on recently realized capital gains reinvested
in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH manages the OZ Fund and will receive
certain management fees as well as a 15% carried interest in distributions by the OZ Fund to the other investors (subject to first returning
investor capital with a 5% preferred return). UMH will have a right of first offer to purchase the communities from the OZ Fund at the
time of sale at their then-current appraised value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View, located
in Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the Company acquired Mighty Oak, located in Albany,
Georgia, through the OZ Fund, for approximately $3.7 million. For additional information about the Company’s opportunity zone fund,
see Note 6, “Opportunity Zone Fund,” of the Notes to Consolidated Financial Statements.
Item
3 – Legal Proceedings
The
Company is subject to claims and litigation in the ordinary course of business. For additional information about legal proceedings, see
Part IV, Item 15(a)(1)(vi), Note 14, “Commitments, Contingencies and Legal Matters” of the Notes to Consolidated Financial Statements.
Item
4 – Mine Safety Disclosures
Not
Applicable.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2022 and 2021
NOTE
1 – ORGANIZATION
UMH
Properties, Inc., a Maryland corporation, and its subsidiaries (the “Company”) operates as a real estate investment trust
(“REIT”) deriving its income primarily from real estate rental operations. The Company, through its wholly-owned taxable
subsidiary, UMH Sales and Finance, Inc. (“S&F”), also sells manufactured homes to residents and prospective residents
in our communities. Inherent in the operations of manufactured home communities are site vacancies. S&F was established to fill these
vacancies and enhance the value of the communities. The Company also owns a portfolio of REIT securities which the Company generally
limits to no more than approximately 15% of its undepreciated assets (which is the Company’s total assets excluding accumulated
depreciation). Management views the Company as a single segment based on its method of internal reporting in addition to its allocation
of capital and resources.
Description
of the Business
As
of December 31, 2022, the Company owned and operated 134 manufactured home communities (including one community acquired through the
opportunity zone fund) containing approximately 25,600 developed sites. These communities are located in New Jersey, New York, Ohio,
Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina.
These
manufactured home communities are listed by trade names as follows:
MANUFACTURED
HOME COMMUNITY |
|
LOCATION |
|
|
|
Allentown |
|
Memphis,
Tennessee |
Arbor
Estates |
|
Doylestown,
Pennsylvania |
Auburn
Estates |
|
Orrville,
Ohio |
Bayshore
Estates |
|
Sandusky,
Ohio |
Birchwood
Farms |
|
Birch
Run, Michigan |
Boardwalk |
|
Elkhart,
Indiana |
Broadmore
Estates |
|
Goshen,
Indiana |
Brookside
Village |
|
Berwick,
Pennsylvania |
Brookview
Village |
|
Greenfield
Center, New York |
Camelot
Village |
|
Anderson,
Indiana |
Camelot
Woods |
|
Altoona,
Pennsylvania |
Candlewick
Court |
|
Owosso,
Michigan |
Carsons |
|
Chambersburg,
Pennsylvania |
Catalina |
|
Middletown,
Ohio |
Cedarcrest
Village |
|
Vineland,
New Jersey |
Center
Manor |
|
Monaca,
Pennsylvania |
Chambersburg
I & II |
|
Chambersburg,
Pennsylvania |
Chelsea |
|
Sayre,
Pennsylvania |
Cinnamon
Woods |
|
Conowingo,
Maryland |
City
View |
|
Lewistown,
Pennsylvania |
Clinton
Mobile Home Resort |
|
Tiffin,
Ohio |
Collingwood |
|
Horseheads,
New York |
Colonial
Heights |
|
Wintersville,
Ohio |
Countryside
Estates |
|
Muncie,
Indiana |
Countryside
Estates |
|
Ravenna,
Ohio |
Countryside
Village/ Duck River |
|
Columbia,
Tennessee |
Cranberry
Village |
|
Cranberry
Township, Pennsylvania |
Crestview |
|
Athens,
Pennsylvania |
Cross
Keys Village |
|
Duncansville,
Pennsylvania |
Crossroads
Village |
|
Mount
Pleasant, Pennsylvania |
Dallas
Mobile Home Community |
|
Toronto,
Ohio |
Deer
Meadows |
|
New
Springfield, Ohio |
MANUFACTURED
HOME COMMUNITY |
|
LOCATION |
|
|
|
Deer
Run |
|
Dothan,
Alabama |
D
& R Village |
|
Clifton
Park, New York |
Evergreen
Estates |
|
Lodi,
Ohio |
Evergreen
Manor |
|
Bedford,
Ohio |
Evergreen
Village |
|
Mantua,
Ohio |
Fairview
Manor |
|
Millville,
New Jersey |
Fifty
One Estates |
|
Elizabeth,
Pennsylvania |
Fohl
Village |
|
Canton,
Ohio |
Forest
Creek |
|
Elkhart,
Indiana |
Forest
Park Village |
|
Cranberry
Township, Pennsylvania |
Fox
Chapel Village |
|
Cheswick,
Pennsylvania |
Frieden
Manor |
|
Schuylkill
Haven, Pennsylvania |
Friendly
Village |
|
Perrysburg,
Ohio |
Garden
View |
|
Orangeburg,
South Carolina |
Green
Acres |
|
Chambersburg,
Pennsylvania |
Gregory
Courts |
|
Honey
Brook, Pennsylvania |
Hayden
Heights |
|
Dublin,
Ohio |
Heather
Highlands |
|
Inkerman,
Pennsylvania |
Hidden
Creek |
|
Erie,
Michigan |
High
View Acres |
|
Export,
Pennsylvania |
Highland |
|
Elkhart,
Indiana |
Highland
Estates |
|
Kutztown,
Pennsylvania |
Hillcrest
Crossing |
|
Lower
Burrell, Pennsylvania |
Hillcrest
Estates |
|
Marysville, Ohio |
Hillside
Estates |
|
Greensburg,
Pennsylvania |
Holiday
Village |
|
Nashville,
Tennessee |
Holiday
Village |
|
Elkhart,
Indiana |
Holly
Acres Estates |
|
Erie,
Pennsylvania |
Hudson
Estates |
|
Peninsula,
Ohio |
Huntingdon
Pointe |
|
Tarrs,
Pennsylvania |
Independence
Park |
|
Clinton,
Pennsylvania |
Iris
Winds |
|
Sumter,
South Carolina |
Kinnebrook |
|
Monticello,
New York |
La
Vista Estates |
|
Dothan,
Alabama |
Lake
Erie Estates |
|
Fredonia,
New York |
Lake
Sherman Village |
|
Navarre,
Ohio |
Lakeview
Meadows |
|
Lakeview,
Ohio |
Laurel
Woods |
|
Cresson,
Pennsylvania |
Little
Chippewa |
|
Orrville,
Ohio |
Mandell
Trails |
|
Butler,
Pennsylvania |
Maple
Manor |
|
Taylor,
Pennsylvania |
Marysville
Estates |
|
Marysville,
Ohio |
Meadowood |
|
New
Middletown, Ohio |
Meadows |
|
Nappanee,
Indiana |
Meadows
of Perrysburg |
|
Perrysburg,
Ohio |
Melrose
Village |
|
Wooster,
Ohio |
Melrose
West |
|
Wooster,
Ohio |
Memphis
Blues |
|
Memphis,
Tennessee |
Monroe
Valley |
|
Jonestown,
Pennsylvania |
Moosic
Heights |
|
Avoca,
Pennsylvania |
Mount
Pleasant Village |
|
Mount
Pleasant, Pennsylvania |
Mountaintop |
|
Narvon,
Pennsylvania |
New
Colony |
|
West
Mifflin, Pennsylvania |
Northtowne
Meadows |
|
Erie,
Michigan |
Oak
Ridge Estates |
|
Elkhart,
Indiana |
Oak
Tree |
|
Jackson,
New Jersey |
MANUFACTURED
HOME COMMUNITY |
|
LOCATION |
Oakwood
Lake Village |
|
Tunkhannock,
Pennsylvania |
Olmsted
Falls |
|
Olmsted
Township, Ohio |
Oxford
Village |
|
West
Grove, Pennsylvania |
Parke
Place |
|
Elkhart,
Indiana |
Perrysburg
Estates |
|
Perrysburg,
Ohio |
Pikewood
Manor |
|
Elyria,
Ohio |
Pine
Ridge Village/Pine Manor |
|
Carlisle,
Pennsylvania |
Pine
Valley Estates |
|
Apollo,
Pennsylvania |
Pleasant
View Estates |
|
Bloomsburg,
Pennsylvania |
Port
Royal Village |
|
Belle
Vernon, Pennsylvania |
Redbud
Estates |
|
Anderson,
Indiana |
River
Valley Estates |
|
Marion,
Ohio |
Rolling
Hills Estates |
|
Carlisle,
Pennsylvania |
Rostraver
Estates |
|
Belle
Vernon, Pennsylvania |
Sandy
Valley Estates |
|
Magnolia,
Ohio |
Shady
Hills |
|
Nashville,
Tennessee |
Somerset
Estates/Whispering Pines |
|
Somerset,
Pennsylvania |
Southern
Terrace |
|
Columbiana,
Ohio |
Southwind
Village |
|
Jackson,
New Jersey |
Spreading
Oaks Village |
|
Athens,
Ohio |
Springfield
Meadows |
|
Springfield,
Ohio |
Suburban
Estates |
|
Greensburg,
Pennsylvania |
Summit
Estates |
|
Ravenna,
Ohio |
Summit
Village |
|
Marion,
Indiana |
Sunny
Acres |
|
Somerset,
Pennsylvania |
Sunnyside |
|
Eagleville,
Pennsylvania |
Trailmont |
|
Goodlettsville,
Tennessee |
Twin
Oaks I & II |
|
Olmsted
Township, Ohio |
Twin
Pines |
|
Goshen,
Indiana |
Valley
High |
|
Ruffs
Dale, Pennsylvania |
Valley
Hills |
|
Ravenna,
Ohio |
Valley
Stream |
|
Mountaintop,
Pennsylvania |
Valley
View I |
|
Ephrata,
Pennsylvania |
Valley
View II |
|
Ephrata,
Pennsylvania |
Valley
View Honeybrook |
|
Honey
Brook, Pennsylvania |
Voyager
Estates |
|
West
Newton, Pennsylvania |
Waterfalls
Village |
|
Hamburg,
New York |
Wayside |
|
Bellefontaine,
Ohio |
Weatherly
Estates |
|
Lebanon,
Tennessee |
Wellington
Estates |
|
Export,
Pennsylvania |
Woodland
Manor |
|
West
Monroe, New York |
Woodlawn
Village |
|
Eatontown,
New Jersey |
Woods
Edge |
|
West
Lafayette, Indiana |
Wood
Valley |
|
Caledonia,
Ohio |
Worthington
Arms |
|
Lewis
Center, Ohio |
Youngstown
Estates |
|
Youngstown,
New York |
In
addition to the manufactured home communities owned by the Company listed above, the Company’s joint venture with Nuveen Real Estate, in which the Company has a 40% interest,
owns two manufactured home communities located in Sebring, Florida, Sebring Square which was acquired in December 2021 and Rum Runner
which was acquired in December 2022. See Note 5.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation and Principles of Consolidation
The
Company prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generally
accepted in the United States of America (“GAAP”). The Company’s subsidiaries are all 100%
wholly-owned, except for its investment in its qualified opportunity zone fund, which is 77%
owned by the Company (see Note 6). The consolidated financial statements of the Company include all of these subsidiaries, including
its qualified opportunity zone fund. All intercompany transactions and balances have been eliminated in consolidation.
A
subsidiary of the Company is the managing member of the Company’s joint venture with Nuveen Real Estate.
Use
of Estimates
In
preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated
balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful
accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and
stock compensation expense. Actual results could differ from these estimates and assumptions.
Investment
Property and Equipment and Depreciation
Property
and equipment are carried at cost less accumulated depreciation. Depreciation for Sites and Buildings is computed principally on the
straight-line method over the estimated useful lives of the assets (ranging from 15
to 27.5
years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the
straight-line method over the estimated useful lives of the assets (ranging from 3
to 27.5
years). Land Development Costs are not depreciated until they are put in use, at which time they are capitalized as Site and Land
Improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense
as incurred and improvements are capitalized. The Company uses its professional judgement in determining whether such costs meet the
criteria for capitalization or must be expensed as incurred. The Company’s business plan includes the purchase of value-add
communities, redevelopment, development and expansion of communities. During 2022 and 2021, we acquired 10 value-add communities
containing 2,029
sites and developed 305
expansions sites. The Company capitalizes payroll for those individuals responsible for and who spend their time on the execution
and supervision of development activities and capital projects. Salaries and benefits capitalized to land development were
approximately $3.7
million and $2.6
million for the years ended December 31, 2022 and 2021, respectively. The costs and related accumulated depreciation of property
sold or otherwise disposed of are removed from the financial statements and any gain or loss is reflected in the current
year’s results of operations.
The
Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10,
Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments. The Company’s primary
indicator of potential impairment is based on net operating income trends year over year. Rental properties are individually evaluated
for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted
basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future
cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition
and other factors. Upon determination that an other than temporary impairment has occurred, rental properties are reduced to their fair
value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost
to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is
actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair
value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded.
The
Company conducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10-35-21. The process entailed
the analysis of property for instances where the net book value exceeded the estimated fair value. The Company reviewed its
operating properties in light of the requirements of ASC 360-10 and determined that, as of December 31, 2022, no impairment
charges were required.
Acquisitions
The
Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and allocates the purchase
price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements,
buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by
internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.
In
January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805), Clarifying
the Definition of a Business”. ASU 2017-01 seeks to clarify the definition of a business with the objective of adding guidance
to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.
The definition of a business affects many areas of accounting including acquisitions, disposals, intangible assets and consolidation.
The adoption of ASU 2017-01 was effective for annual periods beginning after December 15, 2017, including interim periods within those
periods. The amendments should be applied prospectively on or after the effective dates. Early adoption is permitted. The Company adopted
this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitions and has determined that its acquisitions
of manufactured home communities during 2021 and 2022 should be accounted for as acquisitions of assets. As such, transaction costs,
primarily consisting of broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, related
to acquisitions are capitalized as part of the cost of the acquisitions, which is then subject to a purchase price allocation based on
relative fair value. Prior to the adoption of ASU 2017-01, the Company’s acquisitions were considered an acquisition of a business
and therefore, the acquisition costs were expensed.
Investment
in Joint Venture
The
Company accounts for its investment in its joint venture with Nuveen Real Estate under the equity method of accounting in accordance
with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to exercise significant influence, but
not control, over the operating and financial decisions of the joint venture. Under the equity method of accounting, the cost of an investment
is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by distributions
received and increased by contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement.
The carrying value of the investment in joint venture is reviewed for other than temporary impairment whenever events or changes in circumstances
indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that are
considered in evaluation of the existence of impairment indicators (See Note 5).
Cash
and Cash Equivalents
Cash
and cash equivalents include all cash and investments with an original maturity of three months or less. The Company maintains its cash
in bank accounts in amounts that may exceed federally insured limits. The Company has not experienced any losses in these accounts in
the past. The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term
in nature.
Marketable
Securities
Investments
in marketable securities consist of marketable common and preferred stock securities of other REITs, which the Company generally limits
to no more than approximately 15% of its undepreciated assets. These marketable securities are all publicly traded and purchased on the
open market, through private transactions or through dividend reinvestment plans. The Company normally holds REIT securities on a long-term
basis and has the ability and intent to hold securities to recovery, therefore as of December 31, 2022 and 2021, gains or losses on the
sale of securities are based on average cost and are accounted for on a trade date basis.
Inventory
of Manufactured Homes
Inventory
of manufactured homes is valued at the lower of cost or net realizable value and is determined by the specific identification method.
All inventory is considered finished goods.
Accounts
and Notes Receivables
The
Company’s accounts, notes and other receivables are stated at their outstanding balance and reduced by an allowance for uncollectible
accounts. The Company evaluates the recoverability of its receivables whenever events occur or there are changes in circumstances such
that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the notes
receivable or lease agreements. The collectability of notes receivable is measured based on the present value of the expected future
cash flow discounted at the notes receivable effective interest rate or the fair value of the collateral if the notes receivable is collateral
dependent. At December 31, 2022 and 2021, the reserves for uncollectible accounts, notes and other receivables were $2.6 million and
$2.1 million, respectively. For the years ended December 31, 2022, 2021 and 2020 the provisions for uncollectible notes and other receivables
were $1.5 million, $1.2 million and $1.5 million, respectively. Charge-offs and other adjustments related to repossessed homes for the
years ended December 31, 2022, 2021 and 2020 amounted to $1.0 million, $712,000 and $1.2 million, respectively.
On
January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss”
model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses
is based upon historical experience, current conditions, and supportable forecasts that affect the collectability of the reported amount.
As of December 31, 2022 and 2021, the Company had notes receivable of $63.0 million and $51.9 million, net of a fair value adjustment
of $1.3 million and $1.0 million, respectively. Notes receivables are presented as a component of notes and other receivables, net on
our consolidated balance sheets. These receivables represent balances owed to us for previously completed performance obligations for
sales of manufactured homes.
The
Company’s notes receivable primarily consists of installment loans collateralized by manufactured homes with principal and interest
payable monthly. The weighted average interest rate on these loans is approximately 6.7% and the average maturity is approximately 8
years.
Unamortized
Financing Costs
Costs
incurred in connection with obtaining mortgages and other financings and refinancings are deferred and presented in the consolidated
balance sheet as a direct deduction from the carrying amount of that debt liability. These costs are amortized on a straight-line basis
which approximates the effective interest method over the term of the related obligations, and included as a component of interest expense.
Unamortized costs are charged to expense upon prepayment of the obligation. Upon amendment of the line of credit or refinancing of mortgage
debt, unamortized deferred financing fees are accounted for in accordance with ASC 470-50-40, Modifications and Extinguishments. As of
December 31, 2022 and 2021, accumulated amortization amounted to $9.1 million and $7.2 million, respectively. The Company estimates that
aggregate amortization expense will be approximately $2.0 million for 2023, $1.9 million for 2024, $1.7 million for 2025, $1.6 million
for 2026, $577,000 for 2027 and $1.2 million thereafter.
Leases
We
account for our leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease agreements for our
sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual agreement
from us and the resident, or in some cases, as provided by jurisdictional statute.
We
are the lessee in other arrangements, primarily for our corporate office and a 99-year ground lease at one community expiring April
12, 2099, with an option to extend for another 99-year term. As of December 31, 2022, the right-of-use assets and corresponding lease liabilities of $3.6
million are included in Prepaid
Expenses and Other Assets and Accrued Liabilities and Deposits on the Consolidated Balance Sheets.
Future
minimum lease payments under these leases over the remaining lease terms, exclusive of renewal options are as follows (in thousands):
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| |
| | |
2023 | |
$ | 460 | |
2024 | |
| 460 | |
2025 | |
| 460 | |
2026 | |
| 460 | |
2027 | |
| 257 | |
Thereafter | |
| 18,614 | |
| |
| | |
Total Lease Payments | |
$ | 20,711 | |
The
weighted average remaining lease term for these leases, including renewal options is 160.2 years. The right of use assets and lease liabilities was calculated using
an interest rate of 5%.
Restricted
Cash
The
Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in
accordance with certain debt agreements. Restricted cash is included in Prepaid Expenses and Other Assets on the Consolidated Balance
Sheets.
The
following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods
shown (in thousands):
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| |
| | | |
| | | |
| | | |
| | |
| |
12/31/22 | | |
12/31/21 | | |
12/31/20 | | |
12/31/19 | |
| |
| | |
| | |
| | |
| |
Cash and Cash Equivalents | |
$ | 29,785 | | |
$ | 116,175 | | |
$ | 15,336 | | |
$ | 12,902 | |
Restricted Cash | |
| 11,091 | | |
| 8,851 | | |
| 13,257 | | |
| 6,094 | |
Cash, Cash Equivalents And Restricted Cash | |
$ | 40,876 | | |
$ | 125,026 | | |
$ | 28,593 | | |
$ | 18,996 | |
Revenue
Recognition
On
January 1, 2018, the Company adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). For transactions
in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect
to receive for the transfer of goods or provision of services.
Rental
and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for
under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements, which
are accounted for with the site lease as a single lease under ASC 842.
Revenue
from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control
of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation.
Interest
income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued
based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans.
Dividend
income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately
but are not in the scope of ASC 606.
Other
income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income.
This income is recognized when the transactions are completed and our performance obligations have been fulfilled.
Net
Income (Loss) Per Share
Basic
net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during
the period (54.4 million, 46.3 million and 41.4 million in 2022, 2021 and 2020, respectively). Diluted net income (loss) per share is
calculated by dividing net income (loss) 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. For the year ended December
31, 2022, employee stock options to purchase 3.5 million shares of Common Stock were excluded from the computation of Diluted Net Income
(Loss) per Share as their effect would be anti-dilutive. For the year ended December 31, 2021, Common Stock equivalents resulting from
employee stock options to purchase 3.3 million shares of Common Stock amounted to 1.1 million shares, which were included in the computation
of Diluted Net Income (Loss) per Share. For the year ended December 31, 2020, employee stock options to purchase 3.3 million shares of
Common Stock were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive.
Stock
Compensation Plan
The
Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation.
ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal
to the vesting period). The compensation cost for stock option grants are determined using option pricing models, intended to estimate
the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock are recognized
based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards are equal
to the fair value of the Company’s stock on the grant date. Compensation costs, which is included in General and Administrative
Expenses, of $5.0 million, $3.4 million and $1.3 million have been recognized in 2022, 2021 and 2020, respectively. During 2022, 2021
and 2020, compensation costs included a one-time charge of $433,000, $44,000 and $127,000, respectively, for restricted stock and stock
option grants awarded to participants who were of retirement age and therefore the entire amount of measured compensation cost has been
recognized at grant date. Included in Note 8 to these consolidated financial statements are the assumptions and methodology used to calculate
the fair value of stock options and restricted stock awards.
Income
Tax
The
Company has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of the Internal Revenue Code. Under
such provisions, the Company will not be taxed on that portion of its income which is distributed to shareholders, provided it distributes
at least 90% of its taxable income, has at least 75% of its assets in real estate or cash-type investments and meets certain other requirements
for qualification as a REIT. The Company has and intends to continue to distribute all of its income currently, and therefore no provision
has been made for income or excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal
income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company is also
subject to certain state and local income, excise or franchise taxes. In addition, the Company has a taxable REIT Subsidiary (“TRS”)
which is subject to federal and state income taxes at regular corporate tax rates (See Note 13).
The
Company follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC
Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,
and transition. Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits
as of December 31, 2022. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense.
As of December 31, 2022, the tax years 2019 through and including 2022 remain open to examination by the Internal Revenue Service. There
are currently no federal tax examinations in progress.
Reclassifications
Certain
amounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statement presentation
for the current year.
Other
Recent Accounting Pronouncements
Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the accompanying Consolidated Financial Statements.
NOTE
3 – INVESTMENT PROPERTY AND EQUIPMENT
Acquisitions
in 2022
On
March 31, 2022, the Company acquired Center Manor, located in Monaca, Pennsylvania, for approximately $5.8 million. This community contains
a total of 96 developed homesites that are situated on approximately 18 total acres. At the date of acquisition, the average occupancy
for this community was approximately 83%.
On
May 3, 2022, the Company acquired Mandell Trails, located in Butler, Pennsylvania, for approximately $7.4 million. This community contains
a total of 132 developed homesites that are situated on approximately 69 total acres. At the date of acquisition, the average occupancy
for this community was approximately 70%.
On
May 25, 2022, the Company acquired La Vista Estates, located in Dothan, Alabama, for approximately $3.9 million. This community contains
a total of 139 developed homesites that are situated on approximately 36 total acres. At the date of acquisition, the average occupancy
for this community was approximately 6%.
On
July 14, 2022, the Company acquired Hidden Creek, located in Erie, Michigan, for approximately $22.0 million. This community contains
a total of 351 developed homesites that are situated on approximately 88 total acres. At the date of acquisition, the average occupancy
for this community was approximately 63%.
On
August 10, 2022, the Company acquired Garden View, located in Orangeburg, South Carolina, for approximately $5.2 million, through its
qualified opportunity zone fund (See Note 6). This community contains a total of 187 developed homesites that are situated on approximately
39 total acres. At the date of acquisition, the average occupancy for this community was approximately 42%.
On
November 22, 2022, the Company acquired Fohl Village, located in Canton, Ohio, for approximately $19.1 million. This community contains
a total of 321 developed homesites that are situated on approximately 170 total acres. At the date of acquisition, the average occupancy
for this community was approximately 77%.
On
December 15, 2022, the Company acquired Oak Tree, located in Jackson, New Jersey, for approximately $22.9 million. This community contains
a total of 260 developed homesites that are situated on approximately 41 total acres. At the date of acquisition, the average occupancy
for this community was approximately 98%.
Acquisitions
in 2021
On
January 8, 2021, the Company acquired Deer Run, located in Dothan, Alabama, for approximately $4.6 million. This community contains a
total of 195 developed homesites that are situated on approximately 33 total acres. At the date of acquisition, the average occupancy
for this community was approximately 37%.
On
January 21, 2021, the Company acquired Iris Winds, located in Sumter, South Carolina, for approximately $3.4 million. This community
contains a total of 142 developed homesites that are situated on approximately 24 total acres. At the date of acquisition, the average
occupancy for this community was approximately 49%.
On
June 1, 2021, the Company acquired Bayshore Estates, located in Sandusky, Ohio, for approximately $10.3 million. This community contains
a total of 206 developed homesites that are situated on approximately 56 total acres. At the date of acquisition, the average occupancy
for this community was approximately 86%.
The
Company has evaluated these acquisitions and has determined that they should be accounted for as acquisitions of assets. As such, we
have allocated the total cash consideration, including transaction costs of approximately $852,000 for 2022 and $109,000 for 2021, to
the individual assets acquired on a relative fair value basis. The following table summarizes our purchase price allocation for the assets
acquired for the years ended December 31, 2022 and 2021, respectively (in thousands):
SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED
| |
| | | |
| | |
| |
2022 Acquisitions | | |
2021 Acquisitions | |
Assets Acquired: | |
| | | |
| | |
Land | |
$ | 6,379 | | |
$ | 986 | |
Depreciable Property | |
| 80,027 | | |
| 17,223 | |
Notes Receivable and Other | |
| 656 | | |
| 197 | |
Total Assets Acquired | |
$ | 87,062 | | |
$ | 18,406 | |
Total
Income, Community Net Operating Income (“Community NOI”)* and Net Loss for communities acquired in 2022 and 2021, which are
included in our Consolidated Statements of Income (Loss) for the years ended December 31, 2022 and 2021, are as follows (in thousands):
SCHEDULE OF COMMUNITY NET OPERATING INCOME AND NET INCOME (LOSS) ACQUIRED
| |
| | | |
| | | |
| | |
| |
2022 Acquisitions | | |
2021 Acquisitions | |
| |
2022 | | |
2022 | | |
2021 | |
| |
| | |
| | |
| |
Total Income | |
$ | 1,376 | | |
$ | 1,685 | | |
$ | 1,134 | |
Net Loss | |
$ | (781 | ) | |
$ | (1,078 | ) | |
$ | (740 | ) |
* | Community NOI is defined
as rental and related income less community operating expenses. |
See
Note 7 for additional information relating to Loans and Mortgages Payable and Note 18 for the Unaudited Pro Forma Financial
Information relating to these acquisitions.
In
addition to the acquisitions listed above made by the Company, the Company’s joint venture with Nuveen Real Estate consummated
its second acquisition in December 2022. (See Note 5.)
Accumulated
Depreciation
The
following is a summary of accumulated depreciation by major classes of assets (in thousands):
SUMMARY OF ACCUMULATED DEPRECIATION BY MAJOR CLASSES OF ASSETS
| |
| | | |
| | |
| |
December 31, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Site and Land Improvements | |
$ | 225,926 | | |
$ | 199,482 | |
Buildings and Improvements | |
| 11,294 | | |
| 10,020 | |
Rental Homes and Accessories | |
| 104,481 | | |
| 87,104 | |
Equipment and Vehicles | |
| 21,397 | | |
| 19,467 | |
Total Accumulated Depreciation | |
$ | 363,098 | | |
$ | 316,073 | |
NOTE
4 – MARKETABLE SECURITIES
The
Company’s marketable securities primarily consist of common and preferred stock of other REITs. The Company does not own more than
10% of the outstanding shares of any of these securities, nor does it have controlling financial interest. The Company generally limits
its investment in marketable securities to no more than approximately 15% of its undepreciated assets. The REIT securities portfolio
provides the Company with additional liquidity and additional income and serves as a proxy for real estate when more favorable risk adjusted
returns are not available.
The
following is a listing of marketable securities at December 31, 2022 (in thousands):
SUMMARY OF MARKETABLE SECURITIES
| |
| | |
Interest | | |
Number | | |
| | |
Market | |
| |
Series | | |
Rate | | |
of Shares | | |
Cost | | |
Value | |
| |
| | |
| | |
| | |
| | |
| |
Equity Securities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred Stock: | |
| | | |
| | | |
| | | |
| | | |
| | |
Cedar Realty Trust, Inc. | |
| B | | |
| 7.250 | % | |
| 12 | | |
$ | 257 | | |
$ | 168 | |
Cedar Realty Trust, Inc. | |
| C | | |
| 6.500 | % | |
| 20 | | |
| 494 | | |
| 235 | |
Centerspace | |
| C | | |
| 6.625 | % | |
| 20 | | |
| 500 | | |
| 505 | |
Pennsylvania Real Estate Investment Trust | |
| B | | |
| 7.375 | % | |
| 40 | | |
| 1,000 | | |
| 97 | |
Pennsylvania Real Estate Investment Trust | |
| D | | |
| 6.875 | % | |
| 20 | | |
| 498 | | |
| 38 | |
Total Preferred Stock | |
| | | |
| | | |
| | | |
| 2,749 | | |
| 1,043 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock: | |
| | | |
| | | |
| | | |
| | | |
| | |
Alerislife Inc. | |
| | | |
| | | |
| 12 | | |
| 45 | | |
| 6 | |
Diversified HealthCare Trust | |
| | | |
| | | |
| 171 | | |
| 2,920 | | |
| 111 | |
Franklin Street Properties Corporation | |
| | | |
| | | |
| 220 | | |
| 2,219 | | |
| 601 | |
Industrial Logistics Properties Trust | |
| | | |
| | | |
| 87 | | |
| 1,729 | | |
| 285 | |
Kimco Realty Corporation | |
| | | |
| | | |
| 890 | | |
| 16,677 | | |
| 18,850 | |
Office Properties Income Trust | |
| | | |
| | | |
| 562 | | |
| 36,418 | | |
| 7,496 | |
Orion Office REIT, Inc. | |
| | | |
| | | |
| 18 | | |
| 293 | | |
| 158 | |
Pennsylvania Real Estate Investment Trust | |
| | | |
| | | |
| 15 | | |
| 2,316 | | |
| 17 | |
Realty Income Corporation | |
| | | |
| | | |
| 185 | | |
| 10,910 | | |
| 11,716 | |
Urstadt Biddle Properties, Inc. | |
| | | |
| | | |
| 100 | | |
| 2,049 | | |
| 1,895 | |
Total Common Stock | |
| | | |
| | | |
| | | |
| 75,576 | | |
| 41,135 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Marketable Securities | |
| | | |
| | | |
| | | |
$ | 78,325 | | |
$ | 42,178 | |
The
following is a listing of marketable securities at December 31, 2021 (in thousands):
| |
| | |
Interest | | |
Number | | |
| | |
Market | |
| |
Series | | |
Rate | | |
of Shares | | |
Cost | | |
Value | |
| |
| | |
| | |
| | |
| | |
| |
Equity Securities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred Stock: | |
| | | |
| | | |
| | | |
| | | |
| | |
Cedar Realty Trust, Inc. | |
| B | | |
| 7.250 | % | |
| 10 | | |
$ | 237 | | |
$ | 264 | |
Cedar Realty Trust, Inc. | |
| C | | |
| 6.500 | % | |
| 20 | | |
| 494 | | |
| 505 | |
Centerspace | |
| C | | |
| 6.625 | % | |
| 20 | | |
| 500 | | |
| 522 | |
Pennsylvania Real Estate Investment Trust | |
| B | | |
| 7.375 | % | |
| 40 | | |
| 1,000 | | |
| 304 | |
Pennsylvania Real Estate Investment Trust | |
| D | | |
| 6.875 | % | |
| 20 | | |
| 498 | | |
| 145 | |
Total Preferred Stock | |
| | | |
| | | |
| | | |
| 2,729 | | |
| 1,740 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock: | |
| | | |
| | | |
| | | |
| | | |
| | |
CBL & Associates Properties, Inc. | |
| | | |
| | | |
| 12 | | |
| 18,230 | | |
| 361 | |
Five Star Senior Living | |
| | | |
| | | |
| 12 | | |
| 45 | | |
| 34 | |
Franklin Street Properties Corporation | |
| | | |
| | | |
| 220 | | |
| 2,219 | | |
| 1,309 | |
Industrial Logistics Properties Trust | |
| | | |
| | | |
| 87 | | |
| 1,729 | | |
| 2,186 | |
Kimco Realty Corporation | |
| | | |
| | | |
| 890 | | |
| 16,677 | | |
| 21,939 | |
Monmouth Real Estate Investment Corporation | |
| | | |
| | | |
| 2,655 | | |
| 25,031 | | |
| 55,778 | |
Office Properties Income Trust | |
| | | |
| | | |
| 562 | | |
| 36,418 | | |
| 13,948 | |
Orion Office REIT, Inc. | |
| | | |
| | | |
| 18 | | |
| 293 | | |
| 345 | |
Pennsylvania Real Estate Investment Trust | |
| | | |
| | | |
| 222 | | |
| 2,316 | | |
| 226 | |
Diversified HealthCare Trust | |
| | | |
| | | |
| 171 | | |
| 2,920 | | |
| 528 | |
Urstadt Biddle Properties, Inc. | |
| | | |
| | | |
| 100 | | |
| 2,049 | | |
| 2,130 | |
Realty Income Corporation | |
| | | |
| | | |
| 185 | | |
| 10,910 | | |
| 13,224 | |
Washington Prime Group | |
| | | |
| | | |
| 3 | | |
| 6,489 | | |
| 0 | |
Total Common Stock | |
| | | |
| | | |
| | | |
| 125,326 | | |
| 112,008 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Marketable Securities | |
| | | |
| | | |
| | | |
$ | 128,055 | | |
$ | 113,748 | |
As
of December 31, 2021, the Company’s securities portfolio included 2.7
million shares of common stock of Monmouth Real Estate Investment Corporation (“MREIC”), representing 2.7%
of the total MREIC shares outstanding. The Company’s Chairman of the Board was also the Chairman of MREIC and there were three
other Company Directors who were also directors and shareholders of MREIC. In February 2022, MREIC was acquired by a third party
pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the Company and MREIC’s other
shareholders receiving a cash payment of $21.00
per share in cancellation of their MREIC common shares. The merger consideration received by the Company on February 28, 2022 for
its 2.7
million shares of MREIC common stock totaled approximately $55.7
million. These shares had been acquired by the Company at a cost of approximately $25
million, which resulted in a gain of approximately $30.7
million. The Company also sold other securities in its portfolio with a total cost of $24.7
million at a loss of $24.3
million. As of December 31, 2022, 2021 and 2020, the securities portfolio had net unrealized holding losses of $36.1
million, $14.3
million and $39.4
million, respectively.
NOTE
5- INVESTMENT IN JOINT VENTURE
In
December 2021, the Company and Teachers Insurance and Annuity Association of America, through Nuveen Real Estate (its asset
management division) (“Nuveen” or “Nuveen Real Estate”), established a joint venture for the purpose of acquiring manufactured housing and/or
recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The
terms of the joint venture are set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC
Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement
provides for the parties to initially fund up to $70
million of equity capital for acquisitions during a 24-month
commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total
commitments by up to an additional $100
million and to extend the commitment period for up to an additional four
years. The LLC Agreement calls for committed capital to be funded 60%
by Nuveen and 40%
by the Company on a parity basis. The Company serves as managing member of the joint venture and is responsible for day-to-day operations of the joint venture and management
of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including investments, dispositions, financings,
major capital expenditures and annual budgets). The Company receives property management
and other fees from the joint venture.
The
Company serves as managing member of the joint venture and will be responsible for day-to-day operations of the joint venture and management
of its properties, subject to obtaining Nuveen’s approval of major decisions (including investments, dispositions, financings,
major capital expenditures and annual budgets). For its role as managing member and property manager, the Company will receive asset
management and property management fees. In addition, the Company will be entitled to receive a promote percentage once each member of
the joint venture has recouped its invested capital and received a 7.5% net unlevered internal rate of return.
After
December 8, 2024 or, if later, the second anniversary of the joint venture’s acquisition and placing in service of a manufactured
housing or recreational vehicle community, Nuveen will have a right to initiate the sale of one or more of the communities owned by the
joint venture. If Nuveen elects to initiate such a sale process, the Company may exercise a right of first refusal to acquire Nuveen’s
interest in the community or communities to be sold for a purchase price corresponding to the greater of the appraised value of such
communities or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. In addition,
the Company will have the right to buy out Nuveen’s interest in the joint venture at any time after December 8, 2031 at a purchase
price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a 7.5% net unlevered internal
rate of return on Nuveen’s investment.
The
LLC Agreement between the Company and Nuveen provides that until the capital contributions to the joint venture are fully funded or
the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing
communities and/or recreational vehicle communities that meet the joint venture’s investment guidelines. These guidelines call
for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed within the
previous two
years and are less than 20% occupied, are located in certain geographic markets, are projected to meet certain cash flow and
internal rate of return targets, and satisfy certain other criteria. The Company has agreed to offer Nuveen the opportunity to have
the joint venture acquire any manufactured housing community or recreational vehicle community that meets these investment
guidelines. If Nuveen determines not to pursue or approve any such acquisition, the Company would be permitted to acquire the
property outside the joint venture. Nuveen provided the Company with written waivers of the exclusivity provision of the LLC
Agreement with regard to two property acquisitions that may have fit the investment guidelines of the joint venture, which
permitted the Company to acquire them outside of the Nuveen joint venture. Except for investment opportunities that are offered to
and declined by Nuveen, the Company is prohibited from developing, owning, operating or managing manufactured housing communities or
recreational vehicle communities within a 10-mile radius of any community owned by the joint venture. However, this restriction does
not apply with respect to investments by the Company in existing communities operated by the Company.
Nuveen
will have the right to remove and replace the Company as managing member of the joint venture and manager of the joint venture’s
properties if the Company breaches certain obligations or certain events occur. Upon such removal, Nuveen may elect to buy out the Company’s
interest in the joint venture at 98% of the value of the Company’s interest in the joint venture. If Nuveen does not exercise such
buy-out right, the Company may, at specified times, elect to initiate a sale of the communities owned by the joint venture, subject to
a right of first refusal on the part of Nuveen. The LLC Agreement contains restrictions on a party’s right to transfer its interest
in the joint venture without the approval of the other party.
While
the Company considers the LLC Agreement with Nuveen to be an important agreement, the Company has concluded that the LLC Agreement does
not fall within the definition of a “material contract” as defined by SEC rules. The LLC Agreement requires the Company to
offer Nuveen the opportunity to have the joint venture acquire a manufactured housing community or recreational vehicle community that
meets the investment guidelines. If Nuveen decides not to acquire the community through the joint venture, however, the Company is free
to purchase the community on its own outside of the joint venture. Based upon this, and in light of the Company’s relationship
and its dealings with Nuveen since entering into the LLC Agreement, the Company has concluded that there is no meaningful restriction
on the Company’s ability to acquire communities that meet the investment guidelines and that the other provisions of the LLC Agreement
do not impose any material obligations or restrictions on the Company.
On
December 22, 2021, the joint venture closed on the acquisition of Sebring Square, a newly developed all-age, manufactured home community
located in Sebring, Florida, for a total purchase price of $22.2 million. This community contains 219 developed homesites situated on
approximately 39 acres. On December 23, 2022, the joint venture closed on the acquisition of Rum Runner, a newly developed all-age, manufactured
home community also located in Sebring, Florida for a total purchase price of $15.1 million. This community contains 144 developed homesites.
situated on approximately 20 acres. The Company manages these communities on behalf of the joint venture (See Note 14).
The Company and Nuveen are continuing
to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or
newly developed and meet certain other investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions
would be made by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed
in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio, consisting of the Sebring
Square and Rum Runner communities. While the terms and conditions of such new joint venture entities have not been fully negotiated, it
is expected that invested capital would continue to be funded 60% by Nuveen and 40% by the Company on a parity basis and that other terms
would be similar to those of the existing joint venture, except that the amounts of the parties’ respective capital commitments
will be determined on a property-by-property basis.
NOTE
6 - OPPORTUNITY ZONE FUND
In
July 2022, the Company invested $8.0
million, representing a portion of the capital gain the Company recognized as a result of the MREIC merger, in its opportunity zone
fund, UMH OZ Fund, LLC (“OZ Fund”), a new entity formed by the Company. The OZ Fund was created to acquire,
develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as
Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to
encourage long-term investment in economically distressed areas. The OZ Fund was designed to allow the Company and other investors
in the OZ Fund to defer the tax on recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to
potentially obtain certain other tax benefits. UMH manages the OZ Fund and will receive certain management fees as well as a 15%
carried interest in distributions by the OZ Fund to the other investors (subject to first returning investor capital with a 5%
preferred return). UMH will have a right of first offer to purchase the communities from the OZ Fund at the time of sale at their
then-current appraised value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View, located in Orangeburg,
South Carolina, for approximately $5.2
million (See Note 3). As of December 31, 2022, the Company’s investment in the OZ Fund represented 77%
of the total capital contributed to the OZ Fund and is consolidated in the Company’s Consolidated Financial Statements. Other
investors in the OZ Fund include certain officers and directors of the Company. Subsequent to year end, the OZ Fund acquired Mighty
Oak, located in Albany, Georgia, for approximately $3.7
million (See Note 17).
NOTE
7 – LOANS AND MORTGAGES PAYABLE
Loans
Payable
The
Company may purchase securities on margin. The interest rates charged on the margin loans at December 31, 2022 and 2021 was 5.0% and
0.75%, respectively. These margin loans are collateralized by the Company’s securities portfolio and are due on demand. The Company
must maintain a coverage ratio of approximately 2 times. At December 31, 2022 and 2021, there were no margin loans outstanding.
The
Company has revolving credit agreements totaling $73.5 million with 21st Mortgage Corporation (“21st Mortgage”),
Customers Bank and Northpoint Commercial Finance to finance inventory purchases. Interest rates on these agreements range from 4.15%
to prime with a minimum of 6%. As of December 31, 2022 and 2021, the total amount outstanding on these lines was $64.1 million and $10.9
million, respectively, with a weighted average interest rate of 7.70% and 4.38%, respectively.
In
June 2020, the Company expanded its revolving line of credit with OceanFirst Bank (“OceanFirst Line”) from $15 million to
$20 million. This line is secured by the Company’s eligible notes receivable. Interest was reduced from prime plus 25 basis points
to prime with a floor of 3.25%. The amendment also extended the maturity date from June 1, 2020 to June 1, 2022, which was extended to
June 1, 2023. As of December 31, 2022 the amount outstanding on this revolving line of credit was $10 million and the interest rate was
7.50%. As of December 31, 2021, the amount outstanding on this revolving line of credit was $6 million and the interest rate was 3.25%.
On
October 7, 2020, the Company entered into a revolving line of credit with FirstBank secured by rental homes and rental home leases in
several of our manufactured home communities. This facility allows for proceeds of $20 million and is expandable to $30 million with
an accordion feature. The facility has a maturity date of November 29, 2022, which was extended to November 29, 2023. Interest is payable
at prime plus 25 basis points with a floor of 3.5%, adjusted on the first day of each calendar quarter. As of December 31, 2022 the amount outstanding on this revolving line of credit was
$5.1 million and the interest rate was 6.5%. As of December 31, 2021, the amount outstanding on this revolving line of credit was $5
million and the interest rate was 3.5%.
Unsecured
Line of Credit
On
November 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”)
to expand and extend its existing unsecured revolving credit facility (the “Facility”). The Facility is syndicated with two
banks led by BMO Capital Markets Corp. (“BMO”), as sole lead arranger and sole book runner, with Bank of Montreal as administrative
agent, and includes JPMorgan Chase Bank, N.A. (“J.P. Morgan”) as the sole syndication agent. The Amendment provided for an
increase from $50 million in available borrowings to $75 million in available borrowings with a $50 million accordion feature, bringing
the total potential availability up to $125 million, subject to certain conditions including obtaining commitments from additional lenders.
The Amendment also extended the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available
at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the Facility is
limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool
(“Borrowing Base”). The First Amendment increased the value of the Borrowing Base communities by reducing the capitalization
rate applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base from 7.5% to 7.0%. On
February 5, 2021, the Company entered into a Second Amendment to Amended and Restated Credit Agreement with BMO to further reduce the
capitalization rate from 7.0% to 6.5%.
On
November 7, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the “Amendment”) to expand and
extend its existing unsecured revolving credit facility (the “Facility”). The expanded Facility is syndicated with two banks,
BMO and JPMorgan, as joint arrangers and joint book runners, with Bank of Montreal as administrative agent. The Second Amended Credit
Agreement provides for an increase from $75 million in available borrowings to $100 million in available borrowings with a $400 million
accordion feature, bringing the total potential availability up to $500 million, subject to certain conditions including obtaining commitments
from additional lenders. The Second Amended Credit Agreement also extends the maturity date of the Facility from November 29, 2022 to
November 7, 2026, with a further one-year extension available at the Company’s option, subject to certain conditions including
payment of an extension fee. Availability under the amended Facility is limited to 60% of the value of the unencumbered communities which
the Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The value of the Borrowing Base
communities is based on a capitalization rate of 6.5% applied to the Net Operating Income (“NOI”) generated by the communities
in the Borrowing Base.
Interest
rates on borrowings are based on the Company’s overall leverage ratio and is equal to the Secured Overnight Financing Rate (“SOFR”)
plus 1.50% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%. Based on the Company’s current leverage ratio, borrowings
under the Facility will bear interest at SOFR plus 1.60% or at BMO’s prime lending rate plus 0.60%, which results in an interest
rate of 5.88% and 1.60% at December 31, 2022 and 2021, respectively.
As
of December 31, 2022 and 2021, the amount outstanding under this Facility was $75 million and $25 million, respectively.
The
aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows (in thousands):
SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL LOANS PAYABLE INCLUDING CREDIT FACILITY
| |
| | |
Year Ended December 31, | |
| |
2023 | |
$ | 79,226 | |
2024 | |
| 0 | |
2025 | |
| 0 | |
2026 | |
| 75,000 | |
2027 | |
| 0 | |
Thereafter | |
| 0 | |
| |
| | |
Total Loans Payable | |
| 154,226 | |
Unamortized Debt Issuance
Costs | |
| (695 | ) |
Total
Loans Payable, net of Unamortized Debt Issuance Costs | |
$ | 153,531 | |
Series
A Bonds
On
February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, (“2027 Bonds”), in an offering
to investors in Israel. The Company received $98.7 million, net of offering expenses. The 2027 Bonds are unsecured obligations of the
Company denominated in Israeli shekels (NIS) and were issued pursuant to a Deed of Trust dated January 31, 2022 between the Company and
Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as trustee. The 2027 Bonds pay interest at a rate of 4.72% per year. Interest
on the 2027 Bonds is payable semi-annually on August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and
on the final maturity date of February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future
downgrade by two or more notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the
Deed of Trust, the interest rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate, would
not exceed 1.25% per annum.
Under
the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February
9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary
early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed
of Trust. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the
Company may be required to affect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued
and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining
approval of the holders of the 2027 Bonds.
The
2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing
and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the
Company to maintain certain ratios of debt to net operating income, to shareholders equity and to earnings, and customary events of default.
As of December 31, 2022, the Company is in compliance with these covenants. The 2027 Bonds were offered solely to investors outside the
United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities
Act of 1933).
Mortgages
Payable
Mortgages
Payable represents the principal amounts outstanding, net of unamortized debt issuance costs. Interest is payable on these mortgages
at fixed rates ranging from 2.62% to 6.35%. The weighted average interest rate was 4.0% and 3.8% as of December 31, 2022 and 2021, respectively,
including the effect of unamortized debt issuance costs. The weighted average interest rate as of December 31, 2022 and 2021 was 3.9%
and 3.8%, respectively, not including the effect of unamortized debt issuance costs. The weighted average loan maturity of the Mortgage
Notes Payable was 5.1 and 5.2 years at December 31, 2022 and 2021, respectively.
The
following is a summary of mortgages payable at December 31, 2022 and 2021 (in thousands):
SCHEDULE OF MORTGAGES PAYABLE
| |
At December 31, 2022 | |
Balance at December 31, | |
Property | |
Due Date | |
Interest Rate | | |
2022 | |
|
2021 | |
| |
| |
| | |
| |
|
| |
Allentown | |
10/01/25 | |
| 4.06 | % | |
$ | 11,992 | |
|
$ | 12,295 | |
Brookview Village | |
04/01/25 | |
| 3.92 | % | |
| 2,473 | |
|
| 2,539 | |
Candlewick Court | |
09/01/25 | |
| 4.10 | % | |
| 4,002 | |
|
| 4,104 | |
Catalina | |
08/19/25 | |
| 3.00 | % | |
| 4,311 | |
|
| 4,586 | |
Cedarcrest Village | |
04/01/25 | |
| 3.71 | % | |
| 10,662 | |
|
| 10,956 | |
Clinton Mobile Home Resort | |
10/01/25 | |
| 4.06 | % | |
| 3,147 | |
|
| 3,227 | |
Cranberry Village | |
04/01/25 | |
| 3.92 | % | |
| 6,783 | |
|
| 6,965 | |
D & R Village | |
03/01/25 | |
| 3.85 | % | |
| 6,828 | |
|
| 7,013 | |
Fairview Manor | |
11/01/26 | |
| 3.85 | % | |
| 14,388 | |
|
| 14,739 | |
Fohl Village | |
11/22/32 | |
| 5.93 | % | |
| 9,490 | |
|
| 0 | |
Forest Park Village | |
09/01/25 | |
| 4.10 | % | |
| 7,463 | |
|
| 7,652 | |
Friendly Village | |
06/06/23 | |
| 4.618 | % | |
| 6,382 | |
|
| 6,650 | |
Hayden Heights | |
04/01/25 | |
| 3.92 | % | |
| 1,864 | |
|
| 1,914 | |
Highland Estates | |
06/01/27 | |
| 4.12 | % | |
| 15,080 | |
|
| 15,419 | |
Holiday Village | |
09/01/25 | |
| 4.10 | % | |
| 7,102 | |
|
| 7,282 | |
Holiday Village- IN | |
11/01/25 | |
| 3.96 | % | |
| 7,616 | |
|
| 7,811 | |
Holly Acres Estates | |
09/01/31 | |
| 3.21 | % | |
| 5,910 | |
|
| 6,031 | |
Kinnebrook Village | |
04/01/25 | |
| 3.92 | % | |
| 3,603 | |
|
| 3,700 | |
Lake Erie Estates | |
07/06/25 | |
| 5.16 | % | |
| 2,549 | |
|
| 2,604 | |
Lake Sherman Village | |
09/01/25 | |
| 4.10 | % | |
| 4,935 | |
|
| 5,060 | |
Meadows of Perrysburg | |
10/06/23 | |
| 5.413 | % | |
| 0 | |
|
| 2,825 | |
Northtowne Meadows | |
09/06/26 | |
| 4.45 | % | |
| 11,322 | |
|
| 11,576 | |
Oak Tree | |
12/15/32 | |
| 5.60 | % | |
| 12,000 | |
|
| 0 | |
Olmsted Falls | |
04/01/25 | |
| 3.98 | % | |
| 1,865 | |
|
| 1,915 | |
Oxford Village | |
07/01/29 | |
| 3.41 | % | |
| 14,659 | |
|
| 14,985 | |
Perrysburg Estates | |
09/06/25 | |
| 4.98 | % | |
| 1,493 | |
|
| 1,526 | |
Pikewood Manor | |
11/29/28 | |
| 5.00 | % | |
| 13,414 | |
|
| 13,766 | |
Shady Hills | |
04/01/25 | |
| 3.92 | % | |
| 4,444 | |
|
| 4,563 | |
Springfield Meadows | |
10/06/25 | |
| 4.83 | % | |
| 0 | |
|
| 2,914 | |
Suburban Estates | |
10/01/25 | |
| 4.06 | % | |
| 5,000 | |
|
| 5,126 | |
Sunny Acres | |
10/01/25 | |
| 4.06 | % | |
| 5,566 | |
|
| 5,706 | |
Trailmont | |
04/01/25 | |
| 3.92 | % | |
| 2,963 | |
|
| 3,042 | |
Twin Oaks | |
10/01/29 | |
| 3.37 | % | |
| 5,683 | |
|
| 5,809 | |
Valley Hills | |
06/01/26 | |
| 4.32 | % | |
| 3,080 | |
|
| 3,152 | |
Waterfalls | |
06/01/26 | |
| 4.38 | % | |
| 4,197 | |
|
| 4,293 | |
Weatherly Estates | |
04/01/25 | |
| 3.92 | % | |
| 7,229 | |
|
| 7,422 | |
Wellington Estates | |
02/01/23 | |
| 6.35 | % | |
| 2,144 | |
|
| 2,205 | |
Woods Edge | |
01/07/26 | |
| 3.25 | % | |
| 5,306 | |
|
| 5,627 | |
Worthington Arms | |
09/01/25 | |
| 4.10 | % | |
| 8,369 | |
|
| 8,580 | |
Various (2 properties) | |
02/01/27 | |
| 4.56 | % | |
| 12,799 | |
|
| 13,073 | |
Various (2 properties) | |
08/01/28 | |
| 4.27 | % | |
| 12,408 | |
|
| 12,661 | |
Various (2 properties) | |
07/01/29 | |
| 3.41 | % | |
| 21,430 | |
|
| 21,907 | |
Various (4 properties) | |
07/01/23 | |
| 4.975 | % | |
| 7,230 | |
|
| 7,418 | |
Various (4 properties) | |
10/1/32 | |
| 5.24 | % | |
| 34,027 | |
|
| 0 | |
Various (5 properties) | |
12/06/22 | |
| 4.75 | % | |
| 0 | |
|
| 6,523 | |
Various (6 properties) | |
08/01/27 | |
| 4.18 | % | |
| 12,048 | |
|
| 12,320 | |
Various (13 properties) | |
03/01/23 | |
| 4.065 | % | |
| 43,037 | |
|
| 44,339 | |
Various (28 properties)* | |
09/01/30 | |
| 4.25 | % | |
| 24,935 | |
|
| 0 | |
Various (28 properties) | |
09/01/30 | |
| 2.62 | % | |
| 100,481 | |
|
| 102,882 | |
Total Mortgages Payable | |
| |
| | | |
| 513,709 | |
|
| 456,702 | |
Unamortized Debt Issuance Costs | |
| |
| | | |
| (4,771 | ) |
|
| (4,135 | ) |
Total Mortgages Payable, net of Unamortized Debt Issuance Costs | |
| |
| | | |
$ | 508,938 | |
|
$ | 452,567 | |
* | Rental home addition to the Fannie Mae credit facility consisting of 28 properties. |
At
December 31, 2022 and 2021, mortgages were collateralized by real property with a carrying value of $1.1 billion and $950.9 million,
respectively, before accumulated depreciation and amortization. Interest costs amounting to $2.7 million, $1.5 million and $1.3 million
were capitalized during 2022, 2021 and 2020, respectively, in connection with the Company’s expansion program. At December 31,
2022, the Company owned 134 communities of which 36 are unencumbered.
Recent
Financing Transactions
During
the year ended December 31, 2022
In
August 2020, the Company financed 28 of its previously unencumbered communities, containing approximately 4,100 sites, under a Federal
National Mortgage Association (“Fannie Mae”) credit facility through Wells Fargo Bank, N.A. for total proceeds of approximately
$106 million. On March 15, 2022, the Company completed the addition of approximately 1,100 homes to this credit facility for total proceeds
of approximately $25.6 million. This addition is coterminous with the remaining term of the existing facility, which matures in 2030.
Interest is at a fixed rate of 4.25%.
On
September 26, 2022, the Company completed the addition of two tranches to its Fannie Mae credit facility through Wells Fargo Bank, N.A.,
for total proceeds of approximately $34.0 million. One tranche consists of four communities (the “Community Tranche”) and
the other tranche consists of approximately 250 homes located in those communities (the “Home Tranche”). Both tranches have
a loan term of 10 years with the Community Tranche amortizing over 30 years and the Home Tranche amortizing over 17 years. Interest is
at a fixed rate of 5.24%.
On
November 22, 2022, in conjunction with the acquisition of Fohl Village (See Note 3), the Company obtained a mortgage totaling $9.5 million
with OceanFirst Bank. The initial interest rate on this mortgage is fixed at 5.93% until November 22, 2027 and then adjusted by adding
200 basis points to the weekly average yield on the U.S. Treasury Securities, adjusted to a constant maturity of 5 years, with a floor
of 4.5%, through maturity date. This mortgage matures on November 22, 2032, with principal repayments based on a 30-year amortization
schedule.
On
December 15, 2022, in conjunction with the acquisition of Oak Tree (see Note 3), the Company obtained a mortgage totaling $12.0 million
with OceanFirst Bank. The initial interest rate on this mortgage is fixed at 5.6% until December 15, 2027 and then adjusted by adding
200 basis points to the weekly average yield on the U.S. Treasury Securities, adjusted to a constant maturity of 5 years, with a floor
of 4.5%, through maturity date. This mortgage matures on December 15, 2032, with principal repayments based on a 30-year amortization
schedule.
During
the year ended December 31, 2021
On
August 17, 2021, the Company obtained a Federal Home Loan Mortgage Corporation (“Freddie Mac”) mortgage totaling $6.1 million
through Wells Fargo Bank, N.A. (“Wells Fargo”) on Holly Acres. The interest rate on this mortgage is fixed at 3.21%. This
mortgage matures on September 1, 2031, with principal repayments based on a 30-year amortization schedule.
The
aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):
SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL MORTGAGES PAYABLE
| |
| | |
Year Ended December 31, | |
| |
2023 | |
$ | 70,323 | |
2024 | |
| 11,983 | |
2025 | |
| 138,373 | |
2026 | |
| 37,967 | |
2027 | |
| 42,674 | |
Thereafter | |
| 212,389 | |
| |
| | |
Total | |
$ | 513,709 | |
NOTE
8 – STOCK COMPENSATION PLAN
On
June 13, 2013, the shareholders approved and ratified the Company’s 2013 Stock Option and Stock Award Plan (the “2013 Plan”)
authorizing the grant of stock options or restricted stock awards to directors, officers and key employees of options to purchase up
to 3 million shares of Common Stock. The 2013 Plan replaced the Company’s 2003 Stock Option Plan (the “2003 Plan”),
which, pursuant to its terms, terminated in 2013. The outstanding options under the 2003 Plan, as amended, remain outstanding until exercised,
forfeited or expired.
On
June 14, 2018, the shareholders approved and ratified an amendment and restatement (and renaming) of the 2013 Plan (now referred to as
the Amended and Restated 2013 Incentive Award Plan) (the “Amended and Restated 2013 Plan”) The amendment and restatement
made two substantive changes: (1) provide an additional 2 million common shares for future grant of option awards, restricted stock awards,
or other stock-based awards; and (2) allow for the issuance of other stock-based awards.
On
June 16, 2021, the shareholders approved and ratified an amendment of the Company’s Amended and Restated 2013 Plan. The amendment
provides for an additional 3 million common shares for future grants of option awards, restricted stock awards, or other stock-based
awards.
The
Compensation Committee has the exclusive authority to administer and construe the Amended and Restated 2013 Plan and shall determine,
among other things: persons eligible for awards and who shall receive them; the terms and conditions of the awards; the time or times
and conditions subject to which awards may become vested, deliverable, exercisable, or as to which any may apply, be accelerated or lapse;
and amend or modify the terms and conditions of an award with the consent of the participant.
Generally,
the term of any stock option may not be more than 10 years from the date of grant. The option price may not be below the fair market
value at date of grant. If and to the extent that an award made under the Amended and Restated 2013 Plan is forfeited, terminated, expires
or is canceled unexercised, the number of shares associated with the forfeited, terminated, expired or canceled portion of the award
shall again become available for additional awards under the Amended and Restated 2013 Plan.
The
Company accounts for stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires
that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).
Stock
Options
During
the year ended December 31, 2022, forty-six employees were granted options to purchase a total of 570,800 shares. During the year ended
December 31, 2021, forty-six employees were granted options to purchase a total of 767,900 shares. During the year ended December 31,
2020, forty-one employees were granted options to purchase a total of 715,000 shares. The fair value of these options for the years ended
December 31, 2022, 2021 and 2020 was approximately $2.6 million, $2.1 million and $686,000, respectively, based on assumptions noted
below and is being amortized over the vesting period. The remaining unamortized stock option expense was $3.6 million as of December
31, 2022, which will be expensed ratably through 2027.
The
Company calculates the fair value of each option grant on the grant date using the Black-Scholes option-pricing model which requires
the Company to provide certain inputs, as follows:
|
● |
The
assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated
life of the option. |
|
|
|
|
● |
Expected
volatility is based on the historical volatility of the Company’s stock over a period relevant to the related stock option
grant. |
|
|
|
|
● |
The
risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same life as the estimated life
of the Company’s option awards. |
|
|
|
|
● |
Expected
life of the options granted is estimated based on historical data reflecting actual hold periods. |
|
|
|
|
● |
Estimated
forfeiture is based on historical data reflecting actual forfeitures. |
The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants in the following years:
SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS
| |
| | | |
| | | |
| | |
| |
2022 | | |
2021 | | |
2020 | |
| |
| | |
| | |
| |
Dividend yield | |
| 3.47 | % | |
| 4.66 | % | |
| 5.33 | % |
Expected volatility | |
| 25.09 | % | |
| 24.59 | % | |
| 24.57 | % |
Risk-free interest rate | |
| 2.63 | % | |
| 1.44 | % | |
| 0.89 | % |
Expected lives | |
| 10 | | |
| 10 | | |
| 10 | |
Estimated forfeitures | |
| 0 | | |
| 0 | | |
| 0 | |
During
the year ended December 31, 2022, options to fourteen employees to purchase a total of 404,160 shares were exercised. During the year
ended December 31, 2021, options to thirty-five employees to purchase a total of 709,980 shares were exercised. During the year ended
December 31, 2020, options to ten employees to purchase a total of 62,500 shares were exercised. During the year ended December 31, 2021,
options to one employee to purchase a total of 400 shares were forfeited. During the year ended December 31, 2020, options to two employees
to purchase a total of 23,000 shares were forfeited or expired.
A
summary of the status of the stock options outstanding under the Company’s stock compensation plans as of December 31, 2022, 2021
and 2020 and changes during the years then ended are as follows (in thousands):
SCHEDULE OF STOCK OPTION PLANS AND CHANGES IN STOCK OPTIONS
| |
2022 | | |
2021 | | |
2020 | |
| |
| | |
Weighted- | | |
| | |
Weighted- | | |
| | |
Weighted- | |
| |
| | |
Average | | |
| | |
Average | | |
| | |
Average | |
| |
| | |
Exercise | | |
| | |
Exercise | | |
| | |
Exercise | |
| |
Shares | | |
Price | | |
Shares | | |
Price | | |
Shares | | |
Price | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Outstanding at beginning of year | |
| 3,324 | | |
$ | 14.25 | | |
| 3,266 | | |
$ | 12.03 | | |
| 2,637 | | |
$ | 12.05 | |
Granted | |
| 570 | | |
| 22.88 | | |
| 768 | | |
| 21.90 | | |
| 715 | | |
| 9.84 | |
Exercised | |
| (404 | ) | |
| 10.38 | | |
| (710 | ) | |
| 12.11 | | |
| (63 | ) | |
| 10.55 | |
Forfeited | |
| 0 | | |
| 0 | | |
| 0 | | |
| 19.36 | | |
| (11 | ) | |
| 11.65 | |
Expired | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| (12 | ) | |
| 11.29 | |
Outstanding at end of year | |
| 3,490 | | |
| 15.96 | | |
| 3,324 | | |
| 14.25 | | |
| 3,266 | | |
| 12.03 | |
Options exercisable at end of year | |
| 1,879 | | |
| | | |
| 2,556 | | |
| | | |
| 2,556 | | |
| | |
Weighted average fair value of options granted during the year | |
| | | |
$ | 4.50 | | |
| | | |
$ | 2.77 | | |
| | | |
$ | 0.96 | |
The
following is a summary of stock options outstanding as of December 31, 2022 (in thousands):
SUMMARY OF STOCK OPTIONS OUTSTANDING
Date of Grant | | |
Number of Employees | | |
Number of Shares | | |
Option Price | | |
Expiration Date |
| | |
| | |
| | |
| | |
|
06/24/15 | | |
| 3 | | |
| 45 | | |
| 9.82 | | |
06/24/23 |
04/05/16 | | |
| 7 | | |
| 184 | | |
| 9.77 | | |
04/05/24 |
01/19/17 | | |
| 2 | | |
| 60 | | |
| 14.25 | | |
01/19/27 |
04/04/17 | | |
| 18 | | |
| 397 | | |
| 15.04 | | |
04/04/27 |
04/02/18 | | |
| 16 | | |
| 291 | | |
| 13.09 | | |
04/02/28 |
07/09/18 | | |
| 4 | | |
| 40 | | |
| 15.75 | | |
07/09/28 |
12/10/18 | | |
| 1 | | |
| 25 | | |
| 12.94 | | |
12/10/28 |
01/02/19 | | |
| 2 | | |
| 60 | | |
| 11.42 | | |
01/02/29 |
04/02/19 | | |
| 19 | | |
| 403 | | |
| 13.90 | | |
04/02/29 |
01/17/20 | | |
| 1 | | |
| 10 | * | |
| 16.37 | | |
01/17/30 |
03/25/20 | | |
| 39 | | |
| 622 | * | |
| 9.70 | | |
03/25/30 |
05/20/20 | | |
| 2 | | |
| 14 | * | |
| 11.80 | | |
05/20/30 |
03/18/21 | | |
| 41 | | |
| 159 | * | |
| 19.36 | | |
03/18/31 |
07/14/21 | | |
| 46 | | |
| 609 | * | |
| 22.57 | | |
07/14/31 |
03/28/22 | | |
| 45 | | |
| 471 | * | |
| 23.81 | | |
03/28/32 |
09/09/22 | | |
| 1 | | |
| 100 | * | |
| 18.52 | | |
09/09/32 |
| | |
| | | |
| 3,490 | | |
| | | |
|
* | Exercisable
over 5 years. |
The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of
the Company’s Common Stock for the options that were in-the-money. The aggregate intrinsic value of options outstanding as of December
31, 2022, 2021 and 2020 was $8.2 million, $42.9 million and $9.3 million, respectively, of which $5.5
million, $39.9 million and $5.7 million relate to options exercisable. The intrinsic value of options exercised in 2022, 2021
and 2020 was $373,000, $3.6 million and $283,000, respectively, determined as of the date of option exercise. The weighted average remaining
contractual term of the above options was 6.7, 7.6 and 6.4 years as of December 31, 2022, 2021 and 2020, respectively. For the years
ended December 31, 2022, 2021 and 2020, amounts charged to stock compensation expense relating to stock option grants, which is included
in General and Administrative Expenses, totaled $1.3 million, $325,000 and $396,000, respectively.
Restricted
Stock
On
January 29, 2021, the Company awarded special restricted stock grants totaling 146,572 shares to five employees for their successful
efforts on the August 2020 groundbreaking Federal National Mortgage Association (“Fannie Mae”) financing at 2.62%, the proceeds
of which were used to redeem our 8% Series B Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share. The grant
date fair value of the restricted stock grants awarded on January 29, 2021 was $4.3 million, which will be expensed over the vesting
period. Vesting of these grants is subject to both time and performance-based vesting criteria as follows:
SCHEDULE OF PERFORMANCE-BASED VESTING CRITERIA
Vesting
Date |
|
Performance
Goal to be Met (1) |
|
Percent
of Shares Vested |
June
30, 2023 |
|
Growth
in cumulative Normalized Funds from Operations (“Normalized FFO”) over the past 3 years is 2% or greater |
|
100% |
|
|
|
|
|
June
30, 2023 |
|
Growth
in cumulative Normalized FFO over the past 3 years is 5% or greater
|
|
Bonus
of 50% of the Restricted Stock (total of 150%) |
|
|
|
|
|
June
30, 2023 |
|
Growth
in cumulative Normalized FFO over the past 3 years is 20% or greater |
|
Bonus
of 100% of the Restricted Stock (total of 200%) |
(1) | Growth in cumulative
Normalized FFO is measured as the trailing 12-month Normalized FFO per share at June 30, 2023 divided by the trailing 12-month Normalized
FFO per share at June 30, 2020, which amount is $0.64/share at June 30, 2020. |
On
January 12, 2022, the Company awarded a total of 25,000 shares of restricted stock to five employees. On March 25, 2022, the Company
awarded a total of 78,000 shares of restricted stock to two employees, pursuant to their employment agreements. On January 13, 2021,
the Company awarded a total of 25,000 shares of restricted stock to five employees. On March 18, 2021, the Company awarded a total of
108,500 shares of restricted stock to four employees. On January 8, 2020, the Company awarded a total of 15,000 shares of restricted
stock to three employees. On October 23, 2020, the Company awarded a total of 19,700 shares of restricted stock to two participants,
pursuant to their employment agreements. The grant date fair value of the restricted stock grants awarded to participants (other than
the performance based awards granted in January 2021) was $2.5 million, $2.5 million and $512,000 for the years ended December 31, 2022,
2021 and 2020, respectively. These grants primarily vest in equal installments over five years. As of December 31, 2022, there remained
a total of $8.7 million of unrecognized restricted stock compensation related to outstanding non-vested restricted stock grants awarded
and outstanding at that date. Restricted stock compensation is expected to be expensed over a remaining weighted average period of 2.9
years. For the years ended December 31, 2022, 2021 and 2020, amounts charged to stock compensation expense related to restricted stock
grants, which is included in General and Administrative Expenses, totaled $3.7 million, $3.1 million and $931,000, respectively.
A
summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2022, 2021 and 2020, and changes during
the year ended December 31, 2022, 2021 and 2020 are presented below (in thousands):
SCHEDULE OF NONVESTED RESTRICTED STOCK AWARDS
| |
2022 | | |
2021 | | |
2020 | |
| |
| | |
Weighted- | | |
| | |
Weighted- | | |
| | |
Weighted- | |
| |
| | |
Average | | |
| | |
Average | | |
| | |
Average | |
| |
| | |
Grant Date | | |
| | |
Grant Date | | |
| | |
Grant Date | |
| |
Shares | | |
Fair Value | | |
Shares | | |
Fair Value | | |
Shares | | |
Fair Value | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Non-vested at beginning of year | |
| 434 | | |
$ | 16.66 | | |
| 212 | | |
$ | 13.69 | | |
| 238 | | |
$ | 13.33 | |
Granted | |
| 103 | | |
| 23.98 | | |
| 280 | | |
| 16.51 | | |
| 35 | | |
| 14.75 | |
Dividend Reinvested Shares | |
| 20 | | |
| 18.10 | | |
| 15 | | |
| 21.68 | | |
| 11 | | |
| 12.91 | |
Vested | |
| (86 | ) | |
| 20.69 | | |
| (73 | ) | |
| 8.48 | | |
| (72 | ) | |
| 12.87 | |
Non-vested at end of year | |
| 471 | | |
$ | 17.58 | | |
| 434 | | |
$ | 16.66 | | |
| 212 | | |
$ | 13.69 | |
Other
Stock-Based Awards
Effective
June 20, 2018, a portion of our quarterly directors’ fee was paid with our unrestricted Common Stock. During 2022, 21,492 unrestricted
shares of Common Stock were granted as directors’ fees with a weighted average fair value on the grant date of $20.94 per share.
During 2021, 16,500 unrestricted shares of Common Stock were granted as directors’ fees with a weighted average fair value on the
grant date of $14.78 per share. During 2020, 11,000 unrestricted shares of Common Stock were granted as directors’ fees with a
weighted average fair value on the grant date of $16.13 per share.
As
of December 31, 2022, there were 1.7 million shares available for grant as stock options, restricted stock or other stock-based awards
under the 2013 Plan.
NOTE
9 – 401(k) PLAN
All
full-time employees who are over 21 years old are eligible for the Company’s 401(k) Plan (“Plan”). Under this Plan,
an employee may elect to defer his/her compensation, subject to certain maximum amounts, and have it contributed to the Plan. Employer
contributions to the Plan are at the discretion of the Company. During 2022, 2021 and 2020, the Company made matching contributions to
the Plan of up to 100% of the first 3% of employee salary and 50% of the next 2% of employee salary. The total expense relating to the
Plan, including matching contributions amounted to $984,000, $752,000 and $1.1 million in 2022, 2021 and 2020, respectively.
NOTE
10 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Transactions
with Monmouth Real Estate Investment Corporation
As
of December 31, 2021, the Company’s securities portfolio included 2.7 million shares of common stock of Monmouth Real Estate Investment
Corporation (“MREIC”), representing 2.7% of the total MREIC shares outstanding. The Company’s Chairman of the Board
was also the Chairman of MREIC and there were three other Company Directors who were also directors and shareholders of MREIC. In February
2022, MREIC was acquired by a third party pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the
Company and MREIC’s other shareholders receiving a cash payment of $21.00 per share in cancellation of their MREIC common shares.
The merger consideration received by the Company on February 28, 2022 for its 2.7 million shares of MREIC common stock totaled approximately
$55.7 million. These shares had been acquired by the Company at a cost of approximately $25 million, which resulted in a gain of approximately
$30.7 million.
Employment
Agreements
On
January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms. Anna T. Chew, Mr. Craig Koster and Mr.
Brett Taft. The agreements are effective as of January 1, 2023 and provide for base compensation, incentive bonuses, and certain customary
fringe benefits, including vacation, life insurance and health benefits and the right to participate in the Company’s 401(k) retirement
plan (see Note 17).
Other
Matters
Mr.
Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owned a 24%
interest in the entity that is the landlord of the property where the Company’s corporate office space is located. As of
January 2023, Mr. Eugene Landy transferred this ownership to Mr. Samuel A. Landy, the President and Chief Executive Officer and a
director of the Company, and other family members. The lease of the Company’s corporate office space extends through April 30, 2027 and requires monthly lease payments of $23,098
through April 30, 2022 and $23,302
from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common
area maintenance. Management believes that the aforesaid rents are no more than what the Company would pay for comparable space
elsewhere.
Further,
Mr. Eugene W. Landy owns a 9.6%
interest, Mr. Samuel A. Landy owns a 4.8%
interest, Mr. Daniel Landy, who is also an officer of the Company, owns a 0.96% interest, and the Samuel Landy Family Limited
Partnership (of which Daniel Landy is the sole general partner) own a 0.96%
interest in the qualified opportunity zone fund, UMH OZ Fund, LLC (“OZ Fund”), recently formed by the Company. In addition, one of the Company’s independent directors owns a 0.96% interest in the OZ Fund.
NOTE
11 – SHAREHOLDERS’ EQUITY
As
of December 31, 2022, our authorized capital stock consisted of 170,413,800 shares, classified as 154,048,469 shares of Common Stock,
par value $0.10 per share (“Common Stock”), 199,331 shares of 8.0% Series B Preferred Stock, par value $0.10 per share (“Series
B Preferred Stock”), 3,866,000 shares of 6.75% Series C Preferred Stock, par value $0.10 per share (“Series C Preferred Stock”),
9,300,000 shares of Series D Preferred Stock, par value $0.10 per share (“Series D Preferred Stock”), and 3,000,000 shares
of excess stock, par value $0.10 per share. On January 10, 2023, the Company filed with the State Department of Assessments and Taxation
of the State of Maryland articles supplementary (the “Articles Supplementary”) reclassifying and designating 4,400,000 shares
of the Company’s Common Stock as shares of Series D Preferred Stock. After giving effect to the filing of the Articles Supplementary
on January 10, 2023, the authorized capital stock of the Company consists of 170,413,800 shares, classified as 149,648,469 shares of
Common Stock, 199,331 shares of Series B Preferred Stock, 3,866,000 shares of Series C Preferred Stock, 13,700,000 shares of Series D
Preferred Stock and 3,000,000 shares of excess stock, par value $0.10 per share. We previously redeemed all outstanding shares of the
Series B Preferred Stock and Series C Preferred Stock and do not intend to issue any new shares of the Series B Preferred Stock or Series
C Preferred Stock. The excess stock is designed to help us protect our status as a REIT under the Internal Revenue Code.
Common
Stock
On
February 8, 2022, the Company’s Common Stock was approved for listing on the TASE. Trading of the Common Stock on the TASE began
on February 9, 2022. The Company’s Common Stock continues to be listed on the NYSE.
The
Company has a Dividend Reinvestment and Stock Purchase Plan (“DRIP”), as amended. Under the terms of the DRIP, shareholders
who participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price (approximately
95% of market value) directly from the Company, from authorized but unissued shares of the Company’s Common Stock. Shareholders
may also purchase additional shares at this discounted price by making optional cash payments monthly. Optional cash payments must be
not less than $500 per payment nor more than $1,000 unless a request for waiver has been accepted by the Company. On January 15, 2020,
the Company increased the monthly maximum for the purchase of shares for cash under its DRIP from $1,000 to $5,000. On February 11, 2021,
the Company reduced the monthly maximum from $5,000 to $1,000.
Amounts
received in connection with the DRIP for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):
SCHEDULE OF AMOUNT RECEIVED IN CONNECTION WITH DRIP
| |
2022 | | |
2021 | | |
2020 | |
| |
| | |
| | |
| |
Amounts Received | |
$ | 7,808 | | |
$ | 9,773 | | |
$ | 9,154 | |
Less: Dividends Reinvested | |
| (2,783 | ) | |
| (3,506 | ) | |
| (3,151 | ) |
Amounts Received, net | |
$ | 5,025 | | |
$ | 6,267 | | |
$ | 6,003 | |
| |
| | | |
| | | |
| | |
Number of Shares Issued | |
| 430 | | |
| 503 | | |
| 720 | |
Common
Stock At-The-Market Sales Program
On
August 16, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Common ATM Program”) with BMO Capital
Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery
Scott LLC, as distribution agents (the “Distribution Agents”) under which the Company was permitted to offer and sell shares
of the Company’s Common Stock, having an aggregate sales price of up to $100 million from time to time through the Distribution
Agents. Sales of the shares of Common Stock under the 2021 Common ATM Program were made in “at the market offerings” as defined
in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or on any other existing
trading market for the Common Stock, as applicable, or to or through a market maker or any other method permitted by law, including,
without limitation, negotiated transactions and block trades. The shares of Common Stock sold under the 2020 Common ATM Program were
offered and sold pursuant to the 2020 Registration Statement and pursuant to the Company’s prospectus dated June 1, 2020 included
in the 2020 Registration Statement and the related prospectus supplement, dated August 16, 2021. The 2021 Common ATM Program replaced
the Company’s previous 2020 Common ATM Program. In January 2022, 300,000 shares of Common Stock were issued and sold under the
2021 Common ATM Program at a weighted average price of $26.82 per share, generating gross proceeds of $8.0 million and net proceeds of
$7.9 million, after offering expenses. Following the sales of Common Stock during 2021 and January 2022 under the 2021 Common ATM Program,
no additional shares remained available for sale under the 2021 Common ATM Program.
On
March 7, 2022, the Company entered into a new Equity Distribution Agreement (the “2022 Common ATM Program”) with the Distribution
Agents under which the Company may offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to
$150 million from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the
2022 Common ATM Program are made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, including,
without limitation, sales made directly on or through the NYSE or to or through a market maker or any other method permitted by law,
including, without limitation, negotiated transactions and block trades. The Distribution Agents are not required to sell any specific
number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices,
on mutually agreed terms between the Distribution Agents and the Company. The Company began selling shares under the 2022 Common ATM
Program on March 8, 2022 and through December 31, 2022, 4.7 million shares of Common Stock were issued and sold at a weighted average
price of $20.18 per share, generating gross proceeds of $94.6 million and net proceeds of $92.9 million, after offering expenses. As
of December 31, 2022, $55.4 million of Common Stock remained eligible for sale under the 2022 Common ATM Program.
Issuer
Purchases of Equity Securities
On
January 12, 2022, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “Repurchase Program”) that authorized
us to repurchase up to $25 million in the aggregate of the Company’s Common Stock. Purchases under the Repurchase Program were
permitted to be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block
trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope and timing of any purchases would be based on business, market and other conditions and factors, including price, regulatory
and contractual requirements or consents, and capital availability. The Repurchase Program did not require the Company to acquire any
particular amount of Common Stock and may be suspended, modified or discontinued at any time at the Company’s discretion without
prior notice. Although the Repurchase Program remains in effect, the Company did not make any repurchases of Common Stock during 2022.
Preferred
Stock
6.75%
Series C Cumulative Redeemable Preferred Stock
On
July 26, 2022, the Company voluntarily redeemed all 9.9 million issued and outstanding shares of its 6.75% Series C Preferred Stock at
a redemption price equal to the $25.00 per share liquidation preference plus accrued and unpaid dividends to, but not including, the
July 26, 2022 redemption date in an amount of $0.2578 per share, for a total payment of $25.2578 per share, or $249.6 million in aggregate.
As a result of our redemption, the Company recognized a preferred share redemption charge of approximately $8.2 million in 2022, primarily
related to the original issuance costs.
6.375%
Series D Cumulative Redeemable Preferred Stock
On
January 22, 2018, the Company issued 2 million shares of its new 6.375% Series D Cumulative Redeemable Preferred Stock, Liquidation Preference
$25.00 Per Share (“Series D Preferred Stock”) at an offering price of $25.00 per share in an underwritten registered public
offering. The Company received net proceeds from the sale of these 2 million shares, after deducting the underwriting discount and other
estimated offering expenses, of approximately $48.2 million and has used the net proceeds of the offering for general corporate purposes,
which included the purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, acquisitions
of additional properties and repayment of indebtedness on a short-term basis.
Dividends
on the Series D Preferred Stock shares are cumulative from January 22, 2018 and are payable quarterly in arrears on March 15, June 15,
September 15, and December 15 at an annual rate of $1.59375 per share.
The
Series D Preferred Stock, par value $0.10 per share, has no maturity and will remain outstanding indefinitely unless redeemed or otherwise
repurchased. On and after January 22, 2023, the Series D Preferred Stock is redeemable
at the Company’s option for cash, in whole or, from time to time, in part, at a price per share equal to $25.00, plus all accrued
and unpaid dividends (whether or not declared) to the date of redemption.
Upon
the occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant to which the shares of Series D
Preferred Stock were offered, each holder of the Series D Preferred Stock will have the right to convert all or part of the shares of
the Series D Preferred Stock held into Common Stock of the Company, unless the Company elects to redeem the Series D Preferred Stock.
Holders
of the Series D Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for nine or more quarterly
periods, whether or not consecutive, or with respect to certain specified events.
In
conjunction with the issuance of the Company’s Series D Preferred Stock, in January 2018 the Company filed with the Maryland SDAT
Articles Supplementary setting forth the rights, preferences and terms of the Series D Preferred Stock shares and reclassifying 2.3 million
shares of Common Stock as shares of Series D Preferred Stock.
During
2022, 2021 and 2020, the Company sold additional shares of Series D Preferred Stock pursuant to its at-the-market sales programs, and
amended its charter in connection therewith, as described below.
Preferred
Stock At-The-Market Sales Programs
On
July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (“Preferred ATM Program”) with B. Riley,
as distribution agent, under which the Company may offer and sell shares of the Company’s Series C Preferred Stock and/or Series
D Preferred Stock, having an aggregate sales price of up to $100 million. Sales of shares under the Preferred ATM Program are made in
“at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly
on or through the NYSE, or on any other existing trading market for the Series C Preferred Stock or Series D Preferred Stock, as applicable,
or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block
trades. Shares of Series C Preferred Stock and/or Series D Preferred Stock sold under the Preferred ATM Program are offered and sold
pursuant to the Company’s 2020 Registration Statement and pursuant to the Company’s prospectus dated June 1, 2020 included
in the 2020 Registration Statement and the related prospectus supplement dated July 22, 2020. The Preferred ATM Program replaced the
Company’s previous at-the-market sales program for its Series C Preferred Stock and/or Series D Preferred Stock. On August 22,
2022, the Company disclosed that in light of the redemption of the Company’s Series C Preferred Stock, it does not intend to issue
any new shares of Series C Preferred Stock and accordingly any future sales under the Preferred ATM Program would solely be shares of
Series D Preferred Stock. During the year ended December 31, 2022, 406,000 shares of Series D Preferred Stock were issued and sold at
a weighted average price of $22.90 per share, generating total gross proceeds of $9.3 million and total net proceeds of $9.1 million,
after offering expenses. As of December 31, 2022, $2.9 million in shares of Series D Preferred Stock remained eligible for sale under
the Preferred ATM Program.
On
January 10, 2023, the Company entered into a new Preferred Stock At-The-Market Sales Program (“2023 Preferred ATM Program”)
(see Note 17).
NOTE
12 – DISTRIBUTIONS
Common
Stock
The
following cash distributions, including dividends reinvested, were paid to common shareholders during the three years ended December
31, 2022, 2021 and 2020 (in thousands except per share amounts):
SUMMARY OF PAYMENT OF DISTRIBUTIONS TO SHAREHOLDERS
| |
2022 | | |
2021 | | |
2020 | |
Quarter Ended | |
Amount | | |
Per Share | | |
Amount | | |
Per Share | | |
Amount | | |
Per Share | |
| |
| | |
| | |
| | |
| | |
| | |
| |
March 31 | |
$ | 10,406 | | |
$ | 0.20 | | |
$ | 8,048 | | |
$ | 0.19 | | |
$ | 7,417 | | |
$ | 0.18 | |
June 30 | |
| 10,890 | | |
| 0.20 | | |
| 8,629 | | |
| 0.19 | | |
| 7,417 | | |
| 0.18 | |
September 30 | |
| 10,960 | | |
| 0.20 | | |
| 9,016 | | |
| 0.19 | | |
| 7,454 | | |
| 0.18 | |
December 31 | |
| 11,154 | | |
| 0.20 | | |
| 9,327 | | |
| 0.19 | | |
| 7,520 | | |
| 0.18 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 43,410 | | |
$ | 0.80 | | |
$ | 35,020 | | |
$ | 0.76 | | |
$ | 29,808 | | |
$ | 0.72 | |
These
amounts do not include the discount on shares purchased through the Company’s DRIP.
On
January 11, 2023, the Company declared a 2.5% increase in the cash dividend, raising it from a quarterly $0.20 per share to $0.205 per
share, beginning with the dividend to be paid on March 15, 2023 to shareholders of record as of the close of business on February 15,
2023.
Preferred
Stock
The
following dividends were paid to holders of our Series B Preferred Stock during the years ended December 31, 2020 (in thousands except
per share amounts):
SUMMARY OF PAYMENT OF DIVIDENDS TO PREFERRED SHAREHOLDERS
Declaration
Date | |
Record Date | |
Payment Date | |
Dividend | | |
Dividend
per Share | |
| |
| |
| |
| | |
| |
1/15/2020 | |
2/18/2020 | |
3/16/2020 | |
$ | 1,901 | | |
$ | 0.50 | |
4/2/2020 | |
5/15/2020 | |
6/15/2020 | |
| 1,900 | | |
| 0.50 | |
7/1/2020 | |
8/17/2020 | |
9/15/2020 | |
| 1,900 | | |
| 0.50 | |
9/11/2020 | |
9/11/2020 | |
10/20/2020 | |
| 1,035 | | |
| 0.2722 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 6,736 | | |
$ | 1.7722 | |
The
following dividends were paid to holders of our Series C Preferred Stock during the years ended December 31, 2022, 2021 and 2020 (in
thousands except per share amounts):
Declaration
Date | |
Record Date | |
Payment Date | |
Dividend | | |
Dividend
per Share | |
| |
| |
| |
| | |
| |
1/12/2022 | |
2/15/2022 | |
3/15/2022 | |
$ | 4,170 | | |
$ | 0.421875 | |
4/1/2022 | |
5/16/2022 | |
6/15/2022 | |
| 4,170 | | |
| 0.421875 | |
7/1/2022 | |
8/15/2022 | |
9/15/2022 | |
| 2,548 | | |
| 0.257800 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 10,888 | | |
$ | 1.101550 | |
| |
| |
| |
| | | |
| | |
1/15/2021 | |
2/16/2021 | |
3/15/2021 | |
$ | 4,170 | | |
$ | 0.421875 | |
4/1/2021 | |
5/17/2021 | |
6/15/2021 | |
| 4,170 | | |
| 0.421875 | |
7/1/2021 | |
8/15/2021 | |
9/15/2021 | |
| 4,170 | | |
| 0.421875 | |
10/1/2021 | |
11/15/2021 | |
12/15/2021 | |
| 4,170 | | |
| 0.421875 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 16,680 | | |
$ | 1.68750 | |
| |
| |
| |
| | | |
| | |
1/15/2020 | |
2/18/2020 | |
3/16/2020 | |
$ | 4,113 | | |
$ | 0.421875 | |
4/2/2020 | |
5/15/2020 | |
6/15/2020 | |
| 4,113 | | |
| 0.421875 | |
7/1/2020 | |
8/17/2020 | |
9/15/2020 | |
| 4,128 | | |
| 0.421875 | |
10/1/2020 | |
11/16/2020 | |
12/15/2020 | |
| 4,170 | | |
| 0.421875 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 16,524 | | |
$ | 1.68750 | |
The
following dividends were paid to holders of our Series D Preferred Stock during the years ended December 31, 2022, 2021 and 2020 (in
thousands except per share amounts):
Declaration
Date | |
Record Date | |
Payment Date | |
Dividend | | |
Dividend
per Share | |
| |
| |
| |
| | |
| |
1/12/2022 | |
2/15/2022 | |
3/15/2022 | |
$ | 3,430 | | |
$ | 0.3984375 | |
4/1/2022 | |
5/16/2022 | |
6/15/2022 | |
| 3,430 | | |
| 0.3984375 | |
7/1/2022 | |
8/15/2022 | |
9/15/2022 | |
| 3,430 | | |
| 0.3984375 | |
10/3/2022 | |
11/15/2022 | |
12/15/2022 | |
| 3,433 | | |
| 0.3984375 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 13,723 | | |
$ | 1.59375 | |
Declaration
Date | |
Record Date | |
Payment Date | |
Dividend | | |
Dividend
per Share | |
1/15/2021 | |
2/16/2021 | |
3/15/2021 | |
$ | 2,869 | | |
$ | 0.3984375 | |
4/1/2021 | |
5/17/2021 | |
6/15/2021 | |
| 3,430 | | |
| 0.3984375 | |
7/1/2021 | |
8/15/2021 | |
9/15/2021 | |
| 3,430 | | |
| 0.3984375 | |
10/1/2021 | |
11/15/2021 | |
12/15/2021 | |
| 3,430 | | |
| 0.3984375 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 13,159 | | |
$ | 1.59375 | |
| |
| |
| |
| | | |
| | |
1/15/2020 | |
2/18/2020 | |
3/16/2020 | |
$ | 2,076 | | |
$ | 0.3984375 | |
4/2/2020 | |
5/15/2020 | |
6/15/2020 | |
| 2,076 | | |
| 0.3984375 | |
7/1/2020 | |
8/17/2020 | |
9/15/2020 | |
| 2,082 | | |
| 0.3984375 | |
10/1/2020 | |
11/16/2020 | |
12/15/2020 | |
| 2,449 | | |
| 0.3984375 | |
| |
| |
| |
| | | |
| | |
| |
| |
| |
$ | 8,683 | | |
$ | 1.59375 | |
On
January 11, 2023, the Board of Directors declared a quarterly dividend of $0.3984375 per share for the period from December 1, 2022 through
February 28, 2023, on the Company’s Series D Preferred Stock payable March 15, 2023 to shareholders of record as of the close of
business on February 15, 2023.
NOTE
13 – FEDERAL INCOME TAXES
Characterization
of Distributions
The
following table characterizes the distributions paid for the years ended December 31, 2022, 2021 and 2020:
SCHEDULE OF CHARACTERIZED DISTRIBUTIONS PAID PER COMMON SHARE
| |
2022 | | |
2021 | | |
2020 | |
| |
Amount | | |
Percent | | |
Amount | | |
Percent | | |
Amount | | |
Percent | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Common Stock | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary income | |
$ | 0 | | |
| 0 | % | |
$ | 0.024636 | | |
| 3.24 | % | |
$ | 0 | | |
| 0 | % |
Capital gains | |
| 0 | | |
| 0 | % | |
| 0.002008 | | |
| 0.26 | % | |
| 0 | | |
| 0 | % |
Return of capital | |
| 0.80 | | |
| 100.00 | % | |
| 0.733356 | | |
| 96.50 | % | |
| 0.72 | | |
| 100.00 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 0.80 | | |
| 100.00 | % | |
$ | 0.76 | | |
| 100.00 | % | |
$ | 0.72 | | |
| 100.00 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred Stock - Series B | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary income | |
$ | 0 | | |
| 0 | % | |
$ | 0 | | |
| 0 | % | |
$ | 0.661633 | | |
| 37.33 | % |
Capital gains | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % |
Return of capital | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % | |
| 1.110567 | | |
| 62.67 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 0 | | |
| 0 | % | |
$ | 0 | | |
| 0 | % | |
$ | 1.772200 | | |
| 100.00 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred Stock - Series C | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary income | |
$ | 0.432071 | | |
| 39.22 | % | |
$ | 1.560268 | | |
| 92.46 | % | |
$ | 0.630008 | | |
| 37.33 | % |
Capital gains | |
| 0 | | |
| 0 | % | |
| 0.127232 | | |
| 7.54 | % | |
| 0 | | |
| 0 | % |
Return of capital | |
| 0.669479 | | |
| 60.78 | % | |
| 0 | | |
| 0 | % | |
| 1.057492 | | |
| 62.67 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 1.101550 | | |
| 100.00 | % | |
$ | 1.687500 | | |
| 100.00 | % | |
$ | 1.687500 | | |
| 100.00 | % |
| |
2022 | | |
2021 | | |
2020 | |
| |
Amount | | |
Percent | | |
Amount | | |
Percent | | |
Amount | | |
Percent | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Preferred Stock - Series D | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary income | |
$ | 0.625130 | | |
| 39.22 | % | |
$ | 1.473586 | | |
| 92.46 | % | |
$ | 0.595008 | | |
| 37.33 | % |
Capital gains | |
| 0 | | |
| 0 | % | |
| 0.120164 | | |
| 7.54 | % | |
| 0 | | |
| 0 | % |
Return of capital | |
| 0.968620 | | |
| 60.78 | % | |
| 0 | | |
| 0 | % | |
| 0.998742 | | |
| 62.67 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 1.593750 | | |
| 100.00 | % | |
$ | 1.593750 | | |
| 100.00 | % | |
$ | 1.593750 | | |
| 100.00 | % |
In
addition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT Subsidiary (“TRS”), is
subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are accounted for using the asset and liability
method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets
and liabilities and their respective tax bases and for operating loss and tax credit carryforwards based on enacted tax rates expected
to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is
more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other
factors. For the year ended December 31, 2022, S&F had operating income for financial reporting purposes of $71,000. For the years
ended December 31, 2021 and 2020, S&F had operating losses for financial reporting purposes of $1.4 million and $273,000, respectively.
Therefore, a valuation allowance has been established against any deferred tax assets relating to S&F. For the years ended December
31, 2022, 2021 and 2020, S&F recorded $16,000, $10,000 and $10,000, respectively, in federal, state and franchise taxes.
NOTE
14 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
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 business, assets, or results of operations of the Company.
The
Company and S&F have an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage can provide
financing for home purchasers in the Company’s communities. The Company does not receive referral fees or other cash compensation
under the agreement. If 21st Mortgage makes loans to purchasers and those purchasers default on their loans and 21st Mortgage repossesses
the homes securing such loans, the Company has agreed to purchase from 21st Mortgage each such repossessed home for a price equal to
80% to 95% of the amount under each such loan, subject to certain adjustments. This agreement may be terminated by either party with
30 days written notice. As of December 31, 2022 the total loan balance under this agreement was approximately $1.1
million. Additionally, 21st Mortgage previously made loans to purchasers in certain communities we acquired. In conjunction with
these acquisitions, the Company has agreed to purchase from 21st Mortgage each repossessed home, if those purchasers default on their
loans. The purchase price ranges from 55% to 100% of the amount under each such loan, subject to certain adjustments. As of December
31, 2022, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $1.1
million. Although this agreement is still active, this program is not being utilized by the Company’s new customers as a
source of financing.
S&F
entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective
January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan
applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If a loan application
does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan
is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included
in Notes and Other Receivables is approximately $58.2 million of loans that the Company acquired under the COP Program as of December
31, 2022.
The
Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of December 8, 2021 with an affiliate
of Nuveen, which governs the joint venture between the Company and Nuveen. The LLC Agreement provides for the parties to initially fund
up to $70 million of equity capital for acquisitions during a 24-month commitment period, with Nuveen having the option, subject to certain
conditions, to elect to increase the parties’ total commitments by up to an additional $100 million and to extend the commitment
period for up to an additional four years. The Company is required to fund 40% of the committed capital and Nuveen is required to fund
60%. All such funding will be on a parity basis.
The Company and Nuveen are continuing to seek opportunities to acquire
additional manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain
other investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made by one or more new
joint venture entities to be formed for that purpose and that the existing joint venture entity formed in December 2021 will not consummate
additional acquisitions but will maintain its existing property portfolio. While the terms and conditions of such new joint venture entities
have not been fully negotiated, it is expected that invested capital would continue to be funded 60% by Nuveen and 40% by the Company
on a parity basis and that other terms would be similar to those of the existing joint venture, except that the amounts of the parties’
respective capital commitments will be determined on a property-by-property basis. (See Note 5).
NOTE
15 - FAIR VALUE MEASUREMENTS
The
Company follows ASC 825, Fair Value Measurements, for financial assets and liabilities recognized at fair value on a recurring basis.
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The
fair value of these certain financial assets and liabilities was determined using the following inputs at December 31, 2022 and 2021
(in thousands):
FINANCIAL
ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS
| |
Fair Value Measurements at Reporting Date Using | |
| |
Total | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant
Other
Observable
Inputs
(Level 2) | | |
Significant
Unobservable
Inputs (Level 3) | |
| |
| | | |
| | | |
| | | |
| | |
December 31, 2022: | |
| | | |
| | | |
| | | |
| | |
Equity Securities - Preferred Stock | |
$ | 1,043 | | |
$ | 1,043 | | |
$ | 0 | | |
$ | 0 | |
Equity Securities - Common Stock | |
| 41,135 | | |
| 41,135 | | |
| 0 | | |
| 0 | |
Total | |
$ | 42,178 | | |
$ | 42,178 | | |
$ | 0 | | |
$ | 0 | |
| |
| | | |
| | | |
| | | |
| | |
December 31, 2021: | |
| | | |
| | | |
| | | |
| | |
Equity Securities - Preferred Stock | |
$ | 1,740 | | |
$ | 1,740 | | |
$ | 0 | | |
$ | 0 | |
Equity Securities - Common Stock | |
| 112,008 | | |
| 112,008 | | |
| 0 | | |
| 0 | |
Total | |
$ | 113,748 | | |
$ | 113,748 | | |
$ | 0 | | |
$ | 0 | |
In
addition to the Company’s investment in Marketable Securities at Fair Value, the Company is required to disclose certain information
about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates of fair value are made
at a specific point in time, based upon, where available, relevant market prices and information about the financial instrument. Such
estimates do not include any premium or discount that could result from offering for sale at one time the Company’s entire holdings
of a particular financial instrument. All of the Company’s marketable securities have quoted market prices. However, for a portion
of the Company’s other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily
based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include
assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future
expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent
estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is
likely to result in significantly different fair value estimates.
The
fair value of cash and cash equivalents and notes receivables approximates their current carrying amounts since all such items are short-term
in nature. The fair value of marketable securities is primarily based upon quoted market values. The fair value of variable rate mortgages
payable and loans payable approximate their current carrying amounts since such amounts payable are at approximately a weighted average
current market rate of interest. The estimated fair value of fixed rate mortgage notes payable is based on discounting the future cash
flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining
maturities. These fair value measurements fall within level 2 of the fair value hierarchy. As of December 31, 2022, the fair and carrying
value of fixed rate mortgages payable amounted to $503.5 million and $513.7 million, respectively. As of December 31, 2021, the fair
and carrying value of fixed rate mortgages payable amounted to $458.4 million and $456.7 million, respectively.
NOTE
16 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash
paid for interest during the years ended December 31, 2022, 2021 and 2020 was $27.0 million, $19.7 million and $18.3 million, respectively.
Interest cost capitalized to land development during the years ended December 31, 2022, 2021 and 2020 was $2.7 million, $1.5 million
and $1.3 million, respectively.
During
the year ended December 31, 2020, the Company assumed mortgages totaling $2.7 million, for the acquisition of a community.
During
the years ended December 31, 2022, 2021 and 2020, land development costs of $26.3 million, $25.9 million and $14.4 million, respectively
were transferred to investment property and equipment and placed in service.
During
the years ended December 31, 2022, 2021 and 2020, the Company had dividend reinvestments of $2.8 million, $3.5 million and $3.2 million,
respectively which required no cash transfers.
NOTE
17 – SUBSEQUENT EVENTS
Management
has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements
were issued.
Common
ATM Program
Since
January 1, 2023, the Company issued and sold an additional 1.9 million shares of its Common Stock under the 2022 Common ATM Program at
a weighted average price of $16.99 per share, generating gross proceeds of $32.7 million and net proceeds of $32.2 million, after offering
expenses. As of February 10, 2023, $22.8 million of Common Stock remained eligible for sale under the 2022 Common ATM Program.
Preferred
ATM Program
On
January 10, 2023, the Company entered into an At Market Issuance Sales Agreement (“2023 Preferred ATM Program”) with B.
Riley Securities, Inc., as distribution agent (the “Distribution Agent”) under which the Company may offer and sell
shares of the Company’s 6.375%
Series D Cumulative Redeemable Preferred Stock, $0.10
par value per share, with a liquidation preference of $25.00
per share (the “Series D Preferred Stock”), having an aggregate sales price of up to $100
million from time to time through the Distribution Agent, as agent or principal. Sales of the shares of Series D Preferred
Stock under the Sales Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the
Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or
through the New York Stock Exchange (the “NYSE”) or on any other existing trading market for the Series D Preferred
Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation,
negotiated transactions and block trades. The Distribution Agent is not required to sell any specific number or dollar amount of
securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually
agreed terms between the Distribution Agent and the Company.
Since
January 1, 2023, the Company issued and sold an additional 640,000
shares of its Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $22.77 per
share, generating gross proceeds of $14.6 million
and net proceeds of $14.4 million,
after offering expenses. As of February 17, 2023, $85.4 million
of Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.
Restricted
Stock Awards
On
January 11, 2023, the Company awarded approximately 25,000 shares of restricted stock to five employees.
Employment
Agreements
On
January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms. Anna T. Chew, Mr. Craig Koster and Mr.
Brett Taft. The agreements are effective as of January 1, 2023 and have initial terms of three years which will be renewed automatically
thereafter for additional successive one (1) year terms commencing on the third anniversary and each subsequent anniversary of the effective
date unless otherwise terminated pursuant to the terms of each agreement. The agreements provide for base compensation, incentive bonuses,
long term equity compensation awards, which shall be subject to performance-based and time-based vesting requirements, compensation on
termination, including change of control, and certain customary fringe benefits, including vacation, life insurance and health benefits
and the right to participate in the Company’s 401(k) retirement plan.
Acquisitions
On
January 19, 2023, the Company acquired Mighty Oak, a newly developed all-age, manufactured home community located in Albany, Georgia,
for approximately $3.7 million through the Company’s OZ Fund. This community contains a total of 118 developed homesites that are
situated on approximately 26 acres.
Loans
and Mortgages Payable
On
February 24, 2023, the Company amended its unsecured line of credit to expand available borrowings from $100 million to $180 million.
On
February 27, 2023, the Company paid off a mortgage of approximately $43.1 million with proceeds from additional borrowings on our lines
of credit of $20 million, in addition to available cash on hand.
NOTE
18– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The
following unaudited pro forma condensed financial information reflects the acquisitions during 2021 and through 2022. This information
has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from
the properties acquired during this period, after giving effect to certain adjustments including (a) rental and related income; (b) community
operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions
and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative
of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated
or that will be achieved in the future (in thousands).
SUMMARY
OF PRO FORMA FINANCIAL INFORMATION
| |
2022 | | |
2021 | |
| |
For the years ended December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Rental and Related Income | |
$ | 174,746 | | |
$ | 165,078 | |
Net Income (Loss) Attributable to Common Shareholders | |
| (37,536 | ) | |
| 19,298 | |
Net Income (Loss) Attributable to Common Shareholders per Share: | |
| | | |
| | |
Basic | |
| (0.69 | ) | |
| 0.42 | |
Diluted | |
| (0.69 | ) | |
| 0.41 | |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022 (in thousands)
UMH PROPERTIES, INC.
SCHEDULE III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (in thousands)
Column A | |
Column B | |
| | |
Column C | | |
Column D | |
Description | |
| |
| | |
Initial Cost | | |
| |
| |
| |
| |
| | |
| | |
Site, Land | | |
| |
| |
| |
| |
| | |
| | |
& Building | | |
Capitalization | |
| |
| |
| |
| | |
| | |
Improvements | | |
Subsequent to | |
Name | |
Location | |
Encumbrances | |
| | |
Land | | |
and Rental Homes | | |
Acquisition | |
| |
| |
| |
| | |
| | |
| | |
| |
Hayden Heights | |
Dublin,OH | |
$ | 1,864 | |
| | | |
$ | 248 | | |
$ | 2,148 | | |
$ | 1,098 | |
Heather Highlands | |
Inkerman, PA | |
| 0 | |
| | | |
| 573 | | |
| 2,152 | | |
| 15,951 | |
Hidden Creek | |
Erie, MI | |
| 0 | |
| | | |
| 614 | | |
| 20,717 | | |
| 821 | |
High View Acres | |
Export, PA | |
| - | |
| (1 | ) | |
| 825 | | |
| 4,264 | | |
| 864 | |
Highland | |
Elkhart, IN | |
| - | |
| (2 | ) | |
| 510 | | |
| 7,084 | | |
| 6,176 | |
Highland Estates | |
Kutztown, PA | |
| 15,080 | |
| | | |
| 145 | | |
| 1,695 | | |
| 12,768 | |
Hillcrest Crossing | |
Lower Burrell, PA | |
| - | |
| (1 | ) | |
| 961 | | |
| 1,464 | | |
| 10,894 | |
Hillcrest Estates | |
Marysville, OH | |
| - | |
| (1 | ) | |
| 1,277 | | |
| 3,034 | | |
| 5,775 | |
Hillside Estates | |
Greensburg, PA | |
| - | |
| (5 | ) | |
| 484 | | |
| 2,679 | | |
| 3,889 | |
Holiday Mobile Village | |
Nashville, TN | |
| 7,102 | |
| | | |
| 1,632 | | |
| 5,618 | | |
| 15,385 | |
Holiday Village | |
Elkhart, IN | |
| 7,616 | |
| | | |
| 491 | | |
| 13,808 | | |
| 10,823 | |
Holly Acres | |
Erie, PA | |
| 5,910 | |
| | | |
| 194 | | |
| 3,591 | | |
| 1,463 | |
Hudson Estates | |
Peninsula, OH | |
| - | |
| (1 | ) | |
| 141 | | |
| 3,516 | | |
| 6,193 | |
Huntingdon Pointe | |
Tarrs, PA | |
| - | |
| (1 | ) | |
| 399 | | |
| 865 | | |
| 2,316 | |
Independence Park | |
Clinton, PA | |
| 7,230 | |
| (5 | ) | |
| 686 | | |
| 2,784 | | |
| 6,414 | |
Iris Winds | |
Sumter, SC | |
| 0 | |
| | | |
| 121 | | |
| 3,324 | | |
| 5,291 | |
Kinnebrook | |
Monticello, NY | |
| 3,603 | |
| | | |
| 236 | | |
| 1,403 | | |
| 14,840 | |
La Vista Estates | |
Dothan, AL | |
| 0 | |
| | | |
| 713 | | |
| 3,165 | | |
| 817 | |
Lake Erie Estates | |
Fredonia, NY | |
| 2,549 | |
| | | |
| 104 | | |
| 4,391 | | |
| 3,002 | |
Lake Sherman | |
Navarre, OH | |
| 4,935 | |
| | | |
| 290 | | |
| 1,458 | | |
| 15,519 | |
Lakeview Meadows | |
Lakeview, OH | |
| - | |
| (1 | ) | |
| 574 | | |
| 1,104 | | |
| 2,198 | |
Laurel Woods | |
Cresson, PA | |
| 0 | |
| | | |
| 433 | | |
| 2,070 | | |
| 6,621 | |
Little Chippewa | |
Orrville, OH | |
| 0 | |
| | | |
| 113 | | |
| 1,135 | | |
| 2,831 | |
Mandell Trails | |
Butler, PA | |
| 0 | |
| | | |
| 2,470 | | |
| 4,905 | | |
| 378 | |
Maple Manor | |
Taylor, PA | |
| 34,028 | |
| (4 | ) | |
| 674 | | |
| 9,433 | | |
| 8,322 | |
Marysville Estates | |
Marysville, OH | |
| - | |
| (1 | ) | |
| 810 | | |
| 4,556 | | |
| 9,474 | |
Meadowood | |
New Middletown, OH | |
| - | |
| (2 | ) | |
| 152 | | |
| 3,191 | | |
| 5,644 | |
Meadows | |
Nappanee, IN | |
| 0 | |
| | | |
| 549 | | |
| 6,721 | | |
| 11,693 | |
Meadows of Perrysburg | |
Perrysburg, OH | |
| 0 | |
| | | |
| 2,146 | | |
| 5,541 | | |
| 1,456 | |
Melrose Village | |
Wooster, OH | |
| 0 | |
| | | |
| 767 | | |
| 5,429 | | |
| 8,671 | |
Melrose West | |
Wooster, OH | |
| 0 | |
| | | |
| 94 | | |
| 1,040 | | |
| 123 | |
Memphis Blues | |
Memphis, TN | |
| 0 | |
| | | |
| 78 | | |
| 810 | | |
| 15,605 | |
Monroe Valley | |
Jonestown, PA | |
| - | |
| (3 | ) | |
| 114 | | |
| 994 | | |
| 774 | |
Moosic Heights | |
Avoca, PA | |
| - | |
| (4 | ) | |
| 330 | | |
| 3,794 | | |
| 4,370 | |
Mount Pleasant Village | |
Mount Pleasant, PA | |
| - | |
| (1 | ) | |
| 280 | | |
| 3,502 | | |
| 1,703 | |
Mountaintop | |
Narvon, PA | |
| - | |
| (3 | ) | |
| 134 | | |
| 1,665 | | |
| 2,049 | |
New Colony | |
West Mifflin, PA | |
| - | |
| (1 | ) | |
| 429 | | |
| 4,129 | | |
| 1,961 | |
Northtowne Meadows | |
Erie, MI | |
| 11,322 | |
| | | |
| 1,272 | | |
| 23,859 | | |
| 4,404 | |
Oak Ridge | |
Elkhart, IN | |
| - | |
| (2 | ) | |
| 500 | | |
| 7,524 | | |
| 3,999 | |
Oak Tree | |
Jackson, NJ | |
| 12,000 | |
| | | |
| 1,134 | | |
| 21,766 | | |
| 310 | |
Oakwood Lake | |
Tunkhannock, PA | |
| 0 | |
| | | |
| 379 | | |
| 1,639 | | |
| 2,683 | |
Olmsted Falls | |
Olmsted Falls, OH | |
| 1,865 | |
| | | |
| 569 | | |
| 3,031 | | |
| 2,585 | |
Oxford | |
West Grove, PA | |
| 14,659 | |
| | | |
| 175 | | |
| 991 | | |
| 2,934 | |
Parke Place | |
Elkhart, IN | |
| - | |
| (6 | ) | |
| 4,317 | | |
| 10,341 | | |
| 6,860 | |
Perrysburg Estates | |
Perrysburg, OH | |
| 1,493 | |
| | | |
| 399 | | |
| 4,047 | | |
| 6,591 | |
Pikewood Manor | |
Elyria, OH | |
| 13,414 | |
| | | |
| 1,053 | | |
| 22,068 | | |
| 17,873 | |
Pine Ridge/Pine Manor | |
Carlisle, PA | |
| 0 | |
| | | |
| 38 | | |
| 198 | | |
| 11,058 | |
Pine Valley | |
Apollo, PA | |
| 0 | |
| | | |
| 670 | | |
| 1,337 | | |
| 9,825 | |
Pleasant View | |
Bloomsburg, PA | |
| - | |
| (4 | ) | |
| 282 | | |
| 2,175 | | |
| 3,178 | |
Port Royal | |
Belle Vernon, PA | |
| 0 | |
| | | |
| 150 | | |
| 2,492 | | |
| 17,266 | |
Redbud Estates | |
Anderson, IN | |
| 12,408 | |
| (7 | ) | |
| 1,739 | | |
| 15,091 | | |
| 7,199 | |
River Valley | |
Marion, OH | |
| 0 | |
| | | |
| 236 | | |
| 785 | | |
| 9,568 | |
Rolling Hills Estates | |
Carlisle, PA | |
| - | |
| (1 | ) | |
| 301 | | |
| 1,419 | | |
| 3,119 | |
Rostraver Estates | |
Belle Vernon, PA | |
| - | |
| (5 | ) | |
| 814 | | |
| 2,204 | | |
| 2,639 | |
Sandy Valley | |
Magnolia, OH | |
| 0 | |
| | | |
| 270 | | |
| 1,941 | | |
| 14,395 | |
Shady Hills | |
Nashville, TN | |
| 4,444 | |
| | | |
| 337 | | |
| 3,379 | | |
| 5,027 | |
Somerset/Whispering | |
Somerset, PA | |
| - | |
| (1 | ) | |
| 1,485 | | |
| 2,050 | | |
| 9,854 | |
Southern Terrace | |
Columbiana, OH | |
| - | |
| (2 | ) | |
| 63 | | |
| 3,387 | | |
| 776 | |
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (in thousands)
Column A | |
Column B | |
| | |
Column C | | |
Column D | |
Description | |
| |
| | |
Initial Cost | | |
| |
| |
| |
| |
| | |
| | |
Site, Land | | |
| |
| |
| |
| |
| | |
| | |
& Building | | |
Capitalization | |
| |
| |
| |
| | |
| | |
Improvements | | |
Subsequent to | |
Name | |
Location | |
Encumbrances | |
| | |
Land | | |
and Rental Homes | | |
Acquisition | |
| |
| |
| |
| | |
| | |
| | |
| |
Southwind | |
Jackson, NJ | |
$ | 21,430 | |
| (8 | ) | |
$ | 100 | | |
$ | 603 | | |
$ | 3,426 | |
Spreading Oaks | |
Athens, OH | |
| 0 | |
| | | |
| 67 | | |
| 1,327 | | |
| 4,381 | |
Springfield Meadows | |
Springfield, OH | |
| 0 | |
| | | |
| 1,230 | | |
| 3,093 | | |
| 2,994 | |
Suburban Estates | |
Greensburg, PA | |
| 5,000 | |
| | | |
| 299 | | |
| 5,837 | | |
| 5,430 | |
Summit Estates | |
Ravenna, OH | |
| - | |
| (1 | ) | |
| 198 | | |
| 2,779 | | |
| 4,781 | |
Summit Village | |
Marion, IN | |
| 0 | |
| | | |
| 522 | | |
| 2,821 | | |
| 4,059 | |
Sunny Acres | |
Somerset, PA | |
| 5,566 | |
| | | |
| 287 | | |
| 6,114 | | |
| 3,997 | |
Sunnyside | |
Eagleville, PA | |
| - | |
| (2 | ) | |
| 450 | | |
| 2,674 | | |
| 970 | |
Trailmont | |
Goodlettsville, TN | |
| 2,963 | |
| | | |
| 411 | | |
| 1,867 | | |
| 3,916 | |
Twin Oaks | |
Olmsted Falls, OH | |
| 5,683 | |
| | | |
| 823 | | |
| 3,527 | | |
| 2,426 | |
Twin Pines | |
Goshen, IN | |
| - | |
| (2 | ) | |
| 650 | | |
| 6,307 | | |
| 6,545 | |
Valley High | |
Ruffs Dale, PA | |
| - | |
| (5 | ) | |
| 284 | | |
| 2,267 | | |
| 2,655 | |
Valley Hills | |
Ravenna, OH | |
| 3,080 | |
| | | |
| 996 | | |
| 6,542 | | |
| 10,155 | |
Valley Stream | |
Mountaintop, PA | |
| 0 | |
| | | |
| 323 | | |
| 3,191 | | |
| 1,267 | |
Valley View HB | |
Honeybrook, PA | |
| - | |
| (2 | ) | |
| 1,380 | | |
| 5,348 | | |
| 4,982 | |
Valley View I | |
Ephrata, PA | |
| - | |
| (3 | ) | |
| 191 | | |
| 4,359 | | |
| 1,250 | |
Valley View II | |
Ephrata, PA | |
| - | |
| (3 | ) | |
| 72 | | |
| 1,746 | | |
| 78 | |
Voyager Estates | |
West Newton, PA | |
| - | |
| (1 | ) | |
| 742 | | |
| 3,143 | | |
| 5,878 | |
Waterfalls | |
Hamburg, NY | |
| 4,197 | |
| | | |
| 424 | | |
| 3,812 | | |
| 6,216 | |
Wayside | |
Bellefontaine, OH | |
| - | |
| (1 | ) | |
| 196 | | |
| 1,080 | | |
| 2,958 | |
Weatherly Estates | |
Lebanon, TN | |
| 7,229 | |
| | | |
| 1,184 | | |
| 4,034 | | |
| 4,151 | |
Wellington Estates | |
Export, PA | |
| 2,144 | |
| | | |
| 896 | | |
| 6,179 | | |
| 6,942 | |
Wood Valley | |
Caledonia, OH | |
| 0 | |
| | | |
| 260 | | |
| 1,753 | | |
| 6,546 | |
Woodland Manor | |
West Monroe, NY | |
| - | |
| (1 | ) | |
| 77 | | |
| 841 | | |
| 5,512 | |
Woodlawn | |
Eatontown, NJ | |
| - | |
| (8 | ) | |
| 157 | | |
| 281 | | |
| 2,334 | |
Woods Edge | |
West Lafayette, IN | |
| 5,306 | |
| | | |
| 1,808 | | |
| 13,321 | | |
| 10,536 | |
Worthington Arms | |
Lewis Center, OH | |
| 8,368 | |
| | | |
| 437 | | |
| 12,706 | | |
| 7,402 | |
Youngstown Estates | |
Youngstown, NY | |
| 0 | |
| | | |
| 269 | | |
| 1,606 | | |
| 1,959 | |
| |
| |
$ | 513,709 | |
| | | |
$ | 73,208 | | |
$ | 584,215 | | |
$ | 722,104 | |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022 (in thousands)
Column A | |
Column E (9) (10) | | |
Column F | |
Description | |
Gross Amount at Which Carried at 12/31/22 | | |
| |
| |
| |
| | |
Site, Land | | |
| | |
| |
| |
| |
| | |
& Building | | |
| | |
| |
| |
| |
| | |
Improvements | | |
| | |
Accumulated | |
Name | |
Location | |
Land | | |
and Rental Homes | | |
Total | | |
Depreciation | |
| |
| |
| | |
| | |
| | |
| |
Allentown | |
Memphis, TN | |
$ | 1,500 | | |
$ | 20,671 | | |
$ | 22,171 | | |
$ | (8,000 | ) |
Arbor Estates | |
Doylestown, PA | |
| 2,650 | | |
| 11,311 | | |
| 13,961 | | |
| (3,517 | ) |
Auburn Estates | |
Orrville, OH | |
| 114 | | |
| 2,290 | | |
| 2,404 | | |
| (590 | ) |
Bayshore Estates | |
Sandusky, OH | |
| 561 | | |
| 11,764 | | |
| 12,325 | | |
| (618 | ) |
Birchwood Farms | |
Birch Run, MI | |
| 70 | | |
| 6,996 | | |
| 7,066 | | |
| (2,121 | ) |
Boardwalk | |
Elkhart, IN | |
| 1,796 | | |
| 5,107 | | |
| 6,903 | | |
| (1,051 | ) |
Broadmore Estates | |
Goshen, IN | |
| 1,120 | | |
| 23,845 | | |
| 24,965 | | |
| (7,584 | ) |
Brookside | |
Berwick, PA | |
| 372 | | |
| 8,827 | | |
| 9,199 | | |
| (2,851 | ) |
Brookview | |
Greenfield Ctr, NY | |
| 123 | | |
| 12,599 | | |
| 12,722 | | |
| (4,016 | ) |
Camelot Village | |
Anderson, IN | |
| 828 | | |
| 5,332 | | |
| 6,160 | | |
| (493 | ) |
Camelot Woods | |
Altoona, PA | |
| 766 | | |
| 5,095 | | |
| 5,861 | | |
| (377 | ) |
Candlewick Court | |
Owosso, MI | |
| 159 | | |
| 14,272 | | |
| 14,431 | | |
| (3,809 | ) |
Carsons | |
Chambersburg, PA | |
| 176 | | |
| 5,379 | | |
| 5,555 | | |
| (1,411 | ) |
Catalina | |
Middletown, OH | |
| 1,008 | | |
| 25,914 | | |
| 26,922 | | |
| (6,146 | ) |
Cedarcrest | |
Vineland, NJ | |
| 408 | | |
| 5,610 | | |
| 6,018 | | |
| (3,301 | ) |
Center Manor | |
Monaca, Pa | |
| 201 | | |
| 5,810 | | |
| 6,011 | | |
| (175 | ) |
Chambersburg | |
Chambersburg, PA | |
| 118 | | |
| 3,829 | | |
| 3,947 | | |
| (1,106 | ) |
Chelsea | |
Sayre, PA | |
| 124 | | |
| 4,351 | | |
| 4,475 | | |
| (1,264 | ) |
Cinnamon Woods | |
Conowingo, MD | |
| 1,884 | | |
| 3,398 | | |
| 5,282 | | |
| (558 | ) |
City View | |
Lewistown, PA | |
| 137 | | |
| 2,164 | | |
| 2,301 | | |
| (696 | ) |
Clinton | |
Tiffin, OH | |
| 142 | | |
| 3,809 | | |
| 3,951 | | |
| (1,451 | ) |
Collingwood | |
Horseheads, NY | |
| 196 | | |
| 6,218 | | |
| 6,414 | | |
| (1,594 | ) |
Colonial Heights | |
Wintersville, OH | |
| 67 | | |
| 10,885 | | |
| 10,952 | | |
| (2,736 | ) |
Countryside Estates | |
Muncie, IN | |
| 174 | | |
| 8,565 | | |
| 8,739 | | |
| (2,188 | ) |
Countryside Estates | |
Ravenna, OH | |
| 205 | | |
| 9,162 | | |
| 9,367 | | |
| (2,360 | ) |
Countryside Village | |
Columbia, TN | |
| 609 | | |
| 22,043 | | |
| 22,652 | | |
| (6,451 | ) |
Cranberry | |
Cranberry Twp, PA | |
| 182 | | |
| 6,449 | | |
| 6,631 | | |
| (3,702 | ) |
Crestview | |
Athens, PA | |
| 362 | | |
| 5,365 | | |
| 5,727 | | |
| (1,429 | ) |
Cross Keys | |
Duncansville, PA | |
| 61 | | |
| 5,415 | | |
| 5,476 | | |
| (2,039 | ) |
Crossroads Village | |
Mount Pleasant, PA | |
| 183 | | |
| 1,633 | | |
| 1,816 | | |
| (336 | ) |
D&R | |
Clifton Park, NY | |
| 392 | | |
| 4,538 | | |
| 4,930 | | |
| (2,475 | ) |
Dallas Mobile Home | |
Toronto,OH | |
| 276 | | |
| 6,626 | | |
| 6,902 | | |
| (1,497 | ) |
Deer Meadows | |
New Springfield,OH | |
| 226 | | |
| 7,154 | | |
| 7,380 | | |
| (1,571 | ) |
Deer Run | |
Dothan, AL | |
| 301 | | |
| 11,310 | | |
| 11,611 | | |
| (477 | ) |
Evergreen Estates | |
Lodi,OH | |
| 119 | | |
| 1,719 | | |
| 1,838 | | |
| (504 | ) |
Evergreen Manor | |
Bedford, OH | |
| 49 | | |
| 3,918 | | |
| 3,967 | | |
| (1,096 | ) |
Evergreen Village | |
Mantua, OH | |
| 105 | | |
| 2,688 | | |
| 2,793 | | |
| (716 | ) |
Fairview Manor | |
Millville, NJ | |
| 2,535 | | |
| 10,311 | | |
| 12,846 | | |
| (6,520 | ) |
Fifty One Estates | |
Elizabeth, PA | |
| 1,330 | | |
| 9,024 | | |
| 10,354 | | |
| (956 | ) |
Fohl Village | |
Canton, OH | |
| 1,023 | | |
| 18,147 | | |
| 19,170 | | |
| (110 | ) |
Forest Creek | |
Elkhart, IN | |
| 440 | | |
| 9,893 | | |
| 10,333 | | |
| (3,631 | ) |
Forest Park | |
Cranberry Twp, PA | |
| 75 | | |
| 11,489 | | |
| 11,564 | | |
| (4,847 | ) |
Fox Chapel Village | |
Cheswick, PA | |
| 372 | | |
| 8,481 | | |
| 8,853 | | |
| (1,192 | ) |
Frieden Manor | |
Schuylkill Haven, PA | |
| 1,420 | | |
| 10,703 | | |
| 12,123 | | |
| (3,054 | ) |
Friendly Village | |
Perrysburg, OH | |
| 1,266 | | |
| 31,210 | | |
| 32,476 | | |
| (3,398 | ) |
Garden View Estates | |
Orangeburg, SC | |
| 158 | | |
| 6,213 | | |
| 6,371 | | |
| (82 | ) |
Green Acres | |
Chambersburg, PA | |
| 63 | | |
| 798 | | |
| 861 | | |
| (253 | ) |
Gregory Courts | |
Honey Brook, PA | |
| 370 | | |
| 2,552 | | |
| 2,922 | | |
| (792 | ) |
Hayden Heights | |
Dublin,OH | |
| 248 | | |
| 3,246 | | |
| 3,494 | | |
| (920 | ) |
Heather Highlands | |
Inkerman, PA | |
| 573 | | |
| 18,103 | | |
| 18,676 | | |
| (7,532 | ) |
Hidden Creek | |
Erie, MI | |
| 618 | | |
| 21,534 | | |
| 22,152 | | |
| (323 | ) |
High View Acres | |
Export, PA | |
| 825 | | |
| 5,128 | | |
| 5,953 | | |
| (898 | ) |
Highland | |
Elkhart, IN | |
| 510 | | |
| 13,260 | | |
| 13,770 | | |
| (4,642 | ) |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022 (in thousands)
Column A | |
Column E (9) (10) | | |
Column F | |
Description | |
Gross Amount at Which Carried at 12/31/22 | | |
| |
| |
| |
| | |
Site, Land | | |
| | |
| |
| |
| |
| | |
& Building | | |
| | |
| |
| |
| |
| | |
Improvements | | |
| | |
Accumulated | |
Name | |
Location | |
Land | | |
and Rental Homes | | |
Total | | |
Depreciation | |
| |
| |
| | |
| | |
| | |
| |
Highland Estates | |
Kutztown, PA | |
$ | 404 | | |
$ | 14,204 | | |
$ | 14,608 | | |
$ | (8,693 | ) |
Hillcrest Crossing | |
Lower Burrell, PA | |
| 961 | | |
| 12,358 | | |
| 13,319 | | |
| (1,744 | ) |
Hillcrest Estates | |
Marysville, OH | |
| 1,277 | | |
| 8,809 | | |
| 10,086 | | |
| (1,468 | ) |
Hillside Estates | |
Greensburg, PA | |
| 484 | | |
| 6,568 | | |
| 7,052 | | |
| (1,644 | ) |
Holiday Mobile Village | |
Nashville, TN | |
| 1,632 | | |
| 21,003 | | |
| 22,635 | | |
| (4,465 | ) |
Holiday Village | |
Elkhart, IN | |
| 491 | | |
| 24,631 | | |
| 25,122 | | |
| (5,843 | ) |
Holly Acres | |
Erie, PA | |
| 194 | | |
| 5,054 | | |
| 5,248 | | |
| (1,284 | ) |
Hudson Estates | |
Peninsula, OH | |
| 141 | | |
| 9,709 | | |
| 9,850 | | |
| (2,612 | ) |
Huntingdon Pointe | |
Tarrs, PA | |
| 399 | | |
| 3,181 | | |
| 3,580 | | |
| (602 | ) |
Independence Park | |
Clinton, PA | |
| 686 | | |
| 9,198 | | |
| 9,884 | | |
| (1,807 | ) |
Iris Winds | |
Sumter, SC | |
| 122 | | |
| 8,614 | | |
| 8,736 | | |
| (374 | ) |
Kinnebrook | |
Monticello, NY | |
| 353 | | |
| 16,126 | | |
| 16,479 | | |
| (7,378 | ) |
La Vista Estates | |
Dothan, AL | |
| 718 | | |
| 3,977 | | |
| 4,695 | | |
| (73 | ) |
Lake Erie Estates | |
Fredonia, NY | |
| 140 | | |
| 7,357 | | |
| 7,497 | | |
| (595 | ) |
Lake Sherman | |
Navarre, OH | |
| 290 | | |
| 16,977 | | |
| 17,267 | | |
| (6,500 | ) |
Lakeview Meadows | |
Lakeview, OH | |
| 726 | | |
| 3,150 | | |
| 3,876 | | |
| (612 | ) |
Laurel Woods | |
Cresson, PA | |
| 433 | | |
| 8,691 | | |
| 9,124 | | |
| (3,418 | ) |
Little Chippewa | |
Orrville, OH | |
| 113 | | |
| 3,966 | | |
| 4,079 | | |
| (947 | ) |
Mandell Trails | |
Butler, PA | |
| 2,537 | | |
| 5,216 | | |
| 7,753 | | |
| (107 | ) |
Maple Manor | |
Taylor, PA | |
| 674 | | |
| 17,755 | | |
| 18,429 | | |
| (6,144 | ) |
Marysville Estates | |
Marysville, OH | |
| 818 | | |
| 14,022 | | |
| 14,840 | | |
| (2,161 | ) |
Meadowood | |
New Middletown, OH | |
| 152 | | |
| 8,835 | | |
| 8,987 | | |
| (2,432 | ) |
Meadows | |
Nappanee, IN | |
| 549 | | |
| 18,414 | | |
| 18,963 | | |
| (4,046 | ) |
Meadows of Perrysburg | |
Perrysburg, OH | |
| 2,182 | | |
| 6,961 | | |
| 9,143 | | |
| (912 | ) |
Melrose Village | |
Wooster, OH | |
| 767 | | |
| 14,100 | | |
| 14,867 | | |
| (3,546 | ) |
Melrose West | |
Wooster, OH | |
| 94 | | |
| 1,163 | | |
| 1,257 | | |
| (369 | ) |
Memphis Blues | |
Memphis, TN | |
| 336 | | |
| 16,157 | | |
| 16,493 | | |
| (3,461 | ) |
Monroe Valley | |
Jonestown, PA | |
| 114 | | |
| 1,768 | | |
| 1,882 | | |
| (558 | ) |
Moosic Heights | |
Avoca, PA | |
| 330 | | |
| 8,164 | | |
| 8,494 | | |
| (2,540 | ) |
Mount Pleasant Village | |
Mount Pleasant, PA | |
| 280 | | |
| 5,205 | | |
| 5,485 | | |
| (1,067 | ) |
Mountaintop | |
Narvon, PA | |
| 249 | | |
| 3,599 | | |
| 3,848 | | |
| (883 | ) |
New Colony | |
West Mifflin, PA | |
| 448 | | |
| 6,071 | | |
| 6,519 | | |
| (699 | ) |
Northtowne Meadows | |
Erie, MI | |
| 1,313 | | |
| 28,222 | | |
| 29,535 | | |
| (3,655 | ) |
Oak Ridge | |
Elkhart, IN | |
| 500 | | |
| 11,523 | | |
| 12,023 | | |
| (3,803 | ) |
Oak Tree | |
Jackson, NJ | |
| 1,149 | | |
| 22,061 | | |
| 23,210 | | |
| (67 | ) |
Oakwood Lake | |
Tunkhannock, PA | |
| 379 | | |
| 4,322 | | |
| 4,701 | | |
| (1,176 | ) |
Olmsted Falls | |
Olmsted Falls, OH | |
| 569 | | |
| 5,616 | | |
| 6,185 | | |
| (1,682 | ) |
Oxford | |
West Grove, PA | |
| 155 | | |
| 3,945 | | |
| 4,100 | | |
| (2,416 | ) |
Parke Place | |
Elkhart, IN | |
| 4,317 | | |
| 17,201 | | |
| 21,518 | | |
| (4,111 | ) |
Perrysburg Estates | |
Perrysburg, OH | |
| 407 | | |
| 10,630 | | |
| 11,037 | | |
| (1,275 | ) |
Pikewood Manor | |
Elyria, OH | |
| 1,071 | | |
| 39,923 | | |
| 40,994 | | |
| (5,192 | ) |
Pine Ridge/Pine Manor | |
Carlisle, PA | |
| 145 | | |
| 11,149 | | |
| 11,294 | | |
| (5,069 | ) |
Pine Valley | |
Apollo, PA | |
| 732 | | |
| 11,100 | | |
| 11,832 | | |
| (4,306 | ) |
Pleasant View | |
Bloomsburg, PA | |
| 307 | | |
| 5,328 | | |
| 5,635 | | |
| (1,559 | ) |
Port Royal | |
Belle Vernon, PA | |
| 505 | | |
| 19,403 | | |
| 19,908 | | |
| (9,216 | ) |
Redbud Estates | |
Anderson, IN | |
| 1,753 | | |
| 22,276 | | |
| 24,029 | | |
| (3,183 | ) |
River Valley | |
Marion, OH | |
| 236 | | |
| 10,353 | | |
| 10,589 | | |
| (4,768 | ) |
Rolling Hills Estates | |
Carlisle, PA | |
| 517 | | |
| 4,322 | | |
| 4,839 | | |
| (1,230 | ) |
Rostraver Estates | |
Belle Veron, PA | |
| 814 | | |
| 4,843 | | |
| 5,657 | | |
| (1,315 | ) |
Sandy Valley | |
Magnolia, OH | |
| 270 | | |
| 16,336 | | |
| 16,606 | | |
| (6,585 | ) |
Shady Hills | |
Nashville, TN | |
| 337 | | |
| 8,406 | | |
| 8,743 | | |
| (2,790 | ) |
Somerset/Whispering | |
Somerset, PA | |
| 1,489 | | |
| 11,900 | | |
| 13,389 | | |
| (5,208 | ) |
Southern Terrace | |
Columbiana, OH | |
| 63 | | |
| 4,163 | | |
| 4,226 | | |
| (1,458 | ) |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022 (in thousands)
Column A | |
Column E (9) (10) | | |
Column F | |
Description | |
Gross Amount at Which Carried at 12/31/22 | | |
| |
| |
| |
| | |
Site, Land | | |
| | |
| |
| |
| |
| | |
& Building | | |
| | |
| |
| |
| |
| | |
Improvements | | |
| | |
Accumulated | |
Name | |
Location | |
Land | | |
and Rental Homes | | |
Total | | |
Depreciation | |
| |
| |
| | |
| | |
| | |
| |
Southwind | |
Jackson, NJ | |
$ | 100 | | |
$ | 4,029 | | |
$ | 4,129 | | |
$ | (2,372 | ) |
Spreading Oaks | |
Athens, OH | |
| 67 | | |
| 5,708 | | |
| 5,775 | | |
| (2,597 | ) |
Springfield Meadows | |
Springfield, OH | |
| 1,230 | | |
| 6,087 | | |
| 7,317 | | |
| (997 | ) |
Suburban Estates | |
Greensburg, PA | |
| 299 | | |
| 11,267 | | |
| 11,566 | | |
| (3,819 | ) |
Summit Estates | |
Ravenna, OH | |
| 198 | | |
| 7,560 | | |
| 7,758 | | |
| (1,981 | ) |
Summit Village | |
Marion, IN | |
| 522 | | |
| 6,880 | | |
| 7,402 | | |
| (1,518 | ) |
Sunny Acres | |
Somerset, PA | |
| 287 | | |
| 10,111 | | |
| 10,398 | | |
| (3,540 | ) |
Sunnyside | |
Eagleville, PA | |
| 662 | | |
| 3,432 | | |
| 4,094 | | |
| (1,121 | ) |
Trailmont | |
Goodlettsville, TN | |
| 411 | | |
| 5,783 | | |
| 6,194 | | |
| (1,829 | ) |
Twin Oaks | |
Olmsted Falls, OH | |
| 998 | | |
| 5,778 | | |
| 6,776 | | |
| (1,970 | ) |
Twin Pines | |
Goshen, IN | |
| 650 | | |
| 12,852 | | |
| 13,502 | | |
| (3,994 | ) |
Valley High | |
Ruffs Dale, PA | |
| 284 | | |
| 4,922 | | |
| 5,206 | | |
| (1,214 | ) |
Valley Hills | |
Ravenna, OH | |
| 996 | | |
| 16,697 | | |
| 17,693 | | |
| (4,515 | ) |
Valley Stream | |
Mountaintop, PA | |
| 323 | | |
| 4,458 | | |
| 4,781 | | |
| (1,073 | ) |
Valley View HB | |
Honeybrook, PA | |
| 1,380 | | |
| 10,330 | | |
| 11,710 | | |
| (3,029 | ) |
Valley View I | |
Ephrata, PA | |
| 280 | | |
| 5,520 | | |
| 5,800 | | |
| (1,990 | ) |
Valley View II | |
Ephrata, PA | |
| 72 | | |
| 1,824 | | |
| 1,896 | | |
| (670 | ) |
Voyager Estates | |
West Newton, PA | |
| 742 | | |
| 9,021 | | |
| 9,763 | | |
| (1,827 | ) |
Waterfalls | |
Hamburg, NY | |
| 424 | | |
| 10,028 | | |
| 10,452 | | |
| (5,294 | ) |
Wayside | |
Bellefontaine, OH | |
| 261 | | |
| 3,973 | | |
| 4,234 | | |
| (579 | ) |
Weatherly Estates | |
Lebanon, TN | |
| 1,184 | | |
| 8,185 | | |
| 9,369 | | |
| (4,314 | ) |
Wellington Estates | |
Export, PA | |
| 896 | | |
| 13,121 | | |
| 14,017 | | |
| (1,987 | ) |
Wood Valley | |
Caledonia, OH | |
| 260 | | |
| 8,299 | | |
| 8,559 | | |
| (4,002 | ) |
Woodland Manor | |
West Monroe, NY | |
| 77 | | |
| 6,353 | | |
| 6,430 | | |
| (2,017 | ) |
Woodlawn | |
Eatontown, NJ | |
| 135 | | |
| 2,637 | | |
| 2,772 | | |
| (1,104 | ) |
Woods Edge | |
West Lafayette, IN | |
| 1,808 | | |
| 23,857 | | |
| 25,665 | | |
| (5,499 | ) |
Worthington Arms | |
Lewis Center, OH | |
| 437 | | |
| 20,108 | | |
| 20,545 | | |
| (4,510 | ) |
Youngstown Estates | |
Youngstown, NY | |
| 269 | | |
| 3,565 | | |
| 3,834 | | |
| (910 | ) |
| |
| |
$ | 80,964 | | |
$ | 1,298,563 | | |
$ | 1,379,527 | | |
$ | (340,776 | ) |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022
Column A | |
Column G | |
Column H | | |
Column I | |
Description | |
| |
| | |
| |
| |
| |
Date of | |
Date | | |
Depreciable | |
Name | |
Location | |
Construction | |
Acquired | | |
Life | |
| |
| |
| |
| | |
| |
Allentown | |
Memphis, TN | |
prior to 1980 | |
| 1986 | | |
| 5 to 27.5 | |
Arbor Estates | |
Doylestown, PA | |
1959 | |
| 2013 | | |
| 5 to 27.5 | |
Auburn Estates | |
Orrville, OH | |
1971/1985/1995 | |
| 2013 | | |
| 5 to 27.5 | |
Bayshore Estates | |
Sandusky, OH | |
1969 | |
| 2021 | | |
| 5 to 27.5 | |
Birchwood Farms | |
Birch Run, MI | |
1976-1977 | |
| 2013 | | |
| 5 to 27.5 | |
Boardwalk | |
Elkhart, IN | |
1995-1996 | |
| 2017 | | |
| 5 to 27.5 | |
Broadmore Estates | |
Goshen, IN | |
1950/1990 | |
| 2013 | | |
| 5 to 27.5 | |
Brookside | |
Berwick, PA | |
1973-1976 | |
| 2010 | | |
| 5 to 27.5 | |
Brookview | |
Greenfield Ctr, NY | |
prior to 1970 | |
| 1977 | | |
| 5 to 27.5 | |
Camelot Village | |
Anderson, IN | |
1998 | |
| 2018 | | |
| 5 to 27.5 | |
Camelot Woods | |
Altoona, PA | |
1999 | |
| 2020 | | |
| 5 to 27.5 | |
Candlewick Court | |
Owosso, MI | |
1975 | |
| 2015 | | |
| 5 to 27.5 | |
Carsons | |
Chambersburg, PA | |
1963 | |
| 2012 | | |
| 5 to 27.5 | |
Catalina | |
Middletown, OH | |
1968-1976 | |
| 2015 | | |
| 5 to 27.5 | |
Cedarcrest | |
Vineland, NJ | |
1973 | |
| 1986 | | |
| 5 to 27.5 | |
Center Manor | |
Monaca, Pa | |
1957 | |
| 2022 | | |
| 5 to 27.5 | |
Chambersburg | |
Chambersburg, PA | |
1955 | |
| 2012 | | |
| 5 to 27.5 | |
Chelsea | |
Sayre, PA | |
1972 | |
| 2012 | | |
| 5 to 27.5 | |
Cinnamon Woods | |
Conowingo, MD | |
2005 | |
| 2017 | | |
| 5 to 27.5 | |
City View | |
Lewistown, PA | |
prior to 1980 | |
| 2011 | | |
| 5 to 27.5 | |
Clinton | |
Tiffin, OH | |
1968/1987 | |
| 2011 | | |
| 5 to 27.5 | |
Collingwood | |
Horseheads, NY | |
1970 | |
| 2012 | | |
| 5 to 27.5 | |
Colonial Heights | |
Wintersville, OH | |
1972 | |
| 2012 | | |
| 5 to 27.5 | |
Countryside Estates | |
Muncie, IN | |
1996 | |
| 2012 | | |
| 5 to 27.5 | |
Countryside Estates | |
Ravenna, OH | |
1972 | |
| 2014 | | |
| 5 to 27.5 | |
Countryside Village | |
Columbia, TN | |
1988/1992 | |
| 2011 | | |
| 5 to 27.5 | |
Cranberry | |
Cranberry Twp, PA | |
1974 | |
| 1986 | | |
| 5 to 27.5 | |
Crestview | |
Athens, PA | |
1964 | |
| 2012 | | |
| 5 to 27.5 | |
Cross Keys | |
Duncansville, PA | |
1961 | |
| 1979 | | |
| 5 to 27.5 | |
Crossroads Village | |
Mount Pleasant, PA | |
1955/2004 | |
| 2017 | | |
| 5 to 27.5 | |
D&R | |
Clifton Park, NY | |
1972 | |
| 1978 | | |
| 5 to 27.5 | |
Dallas Mobile Home | |
Toronto,OH | |
1950-1957 | |
| 2014 | | |
| 5 to 27.5 | |
Deer Meadows | |
New Springfield,OH | |
1973 | |
| 2014 | | |
| 5 to 27.5 | |
Deer Run | |
Dothan, AL | |
1960 | |
| 2021 | | |
| 5 to 27.5 | |
Evergreen Estates | |
Lodi,OH | |
1965 | |
| 2014 | | |
| 5 to 27.5 | |
Evergreen Manor | |
Bedford, OH | |
1960 | |
| 2014 | | |
| 5 to 27.5 | |
Evergreen Village | |
Mantua, OH | |
1960 | |
| 2014 | | |
| 5 to 27.5 | |
Fairview Manor | |
Millville, NJ | |
prior to 1980 | |
| 1985 | | |
| 5 to 27.5 | |
Fifty One Estates | |
Elizabeth, PA | |
1970’s | |
| 2019 | | |
| 5 to 27.5 | |
Fohl Village | |
Canton, OH | |
1972 | |
| 2022 | | |
| 5 to 27.5 | |
Forest Creek | |
Elkhart, IN | |
1996-1997 | |
| 2013 | | |
| 5 to 27.5 | |
Forest Park | |
Cranberry Twp, PA | |
prior to 1980 | |
| 1982 | | |
| 5 to 27.5 | |
Fox Chapel Village | |
Cheswick, PA | |
1975 | |
| 2017 | | |
| 5 to 27.5 | |
Frieden Manor | |
Schuylkill Haven, PA | |
1969 | |
| 2012 | | |
| 5 to 27.5 | |
Friendly Village | |
Perrysburg, OH | |
1970 | |
| 2019 | | |
| 5 to 27.5 | |
Garden View Estates | |
Orangeburg, SC | |
1962 | |
| 2022 | | |
| 5 to 27.5 | |
Green Acres | |
Chambersburg, PA | |
1978 | |
| 2012 | | |
| 5 to 27.5 | |
Gregory Courts | |
Honey Brook, PA | |
1970 | |
| 2013 | | |
| 5 to 27.5 | |
Hayden Heights | |
Dublin,OH | |
1973 | |
| 2014 | | |
| 5 to 27.5 | |
Heather Highlands | |
Inkerman, PA | |
1970 | |
| 1992 | | |
| 5 to 27.5 | |
Hidden Creek | |
Erie, MI | |
1993 | |
| 2022 | | |
| 5 to 27.5 | |
High View Acres | |
Export, PA | |
1984 | |
| 2017 | | |
| 5 to 27.5 | |
Highland | |
Elkhart, IN | |
1969 | |
| 2013 | | |
| 5 to 27.5 | |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022
Column A | |
Column G | |
Column H | | |
Column I | |
Description | |
| |
| | |
| |
| |
| |
Date of | |
Date | | |
Depreciable | |
Name | |
Location | |
Construction | |
Acquired | | |
Life | |
| |
| |
| |
| | |
| |
Highland Estates | |
Kutztown, PA | |
1971 | |
| 1979 | | |
| 5 to 27.5 | |
Hillcrest Crossing | |
Lower Burrell, PA | |
1971 | |
| 2017 | | |
| 5 to 27.5 | |
Hillcrest Estates | |
Marysville, OH | |
1995 | |
| 2017 | | |
| 5 to 27.5 | |
Hillside Estates | |
Greensburg, PA | |
1980 | |
| 2014 | | |
| 5 to 27.5 | |
Holiday Mobile Village | |
Nashville, TN | |
1967 | |
| 2013 | | |
| 5 to 27.5 | |
Holiday Village | |
Elkhart, IN | |
1966 | |
| 2015 | | |
| 5 to 27.5 | |
Holly Acres | |
Erie, PA | |
1977/2007 | |
| 2015 | | |
| 5 to 27.5 | |
Hudson Estates | |
Peninsula, OH | |
1956 | |
| 2014 | | |
| 5 to 27.5 | |
Huntingdon Pointe | |
Tarrs, PA | |
2000 | |
| 2015 | | |
| 5 to 27.5 | |
Independence Park | |
Clinton, PA | |
1987 | |
| 2014 | | |
| 5 to 27.5 | |
Iris Winds | |
Sumter, SC | |
1972 | |
| 2021 | | |
| 5 to 27.5 | |
Kinnebrook | |
Monticello, NY | |
1972 | |
| 1988 | | |
| 5 to 27.5 | |
La Vista Estates | |
Dothan, AL | |
1972 | |
| 2022 | | |
| 5 to 27.5 | |
Lake Erie Estates | |
Fredonia, NY | |
1965-1975 | |
| 2020 | | |
| 5 to 27.5 | |
Lake Sherman | |
Navarre, OH | |
prior to 1980 | |
| 1987 | | |
| 5 to 27.5 | |
Lakeview Meadows | |
Lakeview, OH | |
1995 | |
| 2016 | | |
| 5 to 27.5 | |
Laurel Woods | |
Cresson, PA | |
prior to 1980 | |
| 2001 | | |
| 5 to 27.5 | |
Little Chippewa | |
Orrville, OH | |
1968 | |
| 2013 | | |
| 5 to 27.5 | |
Mandell Trails | |
Butler, PA | |
1969 | |
| 2022 | | |
| 5 to 27.5 | |
Maple Manor | |
Taylor, PA | |
1972 | |
| 2010 | | |
| 5 to 27.5 | |
Marysville Estates | |
Marysville, OH | |
1960s to 2015 | |
| 2017 | | |
| 5 to 27.5 | |
Meadowood | |
New Middletown, OH | |
1957 | |
| 2012 | | |
| 5 to 27.5 | |
Meadows | |
Nappanee, IN | |
1965-1973 | |
| 2015 | | |
| 5 to 27.5 | |
Meadows of Perrysburg | |
Perrysburg, OH | |
1998 | |
| 2018 | | |
| 5 to 27.5 | |
Melrose Village | |
Wooster, OH | |
1970-1978 | |
| 2013 | | |
| 5 to 27.5 | |
Melrose West | |
Wooster, OH | |
1995 | |
| 2013 | | |
| 5 to 27.5 | |
Memphis Blues | |
Memphis, TN | |
1955 | |
| 1985 | | |
| 5 to 27.5 | |
Monroe Valley | |
Jonestown, PA | |
1969 | |
| 2012 | | |
| 5 to 27.5 | |
Moosic Heights | |
Avoca, PA | |
1972 | |
| 2010 | | |
| 5 to 27.5 | |
Mount Pleasant Village | |
Mount Pleasant, PA | |
1977-1986 | |
| 2017 | | |
| 5 to 27.5 | |
Mountaintop | |
Narvon, PA | |
1972 | |
| 2012 | | |
| 5 to 27.5 | |
New Colony | |
West Mifflin, PA | |
1975 | |
| 2019 | | |
| 5 to 27.5 | |
Northtowne Meadows | |
Erie, MI | |
1988, 1995, 1999 | |
| 2019 | | |
| 5 to 27.5 | |
Oak Ridge | |
Elkhart, IN | |
1990 | |
| 2013 | | |
| 5 to 27.5 | |
Oak Tree | |
Jackson, NJ | |
1958 | |
| 2022 | | |
| 5 to 27.5 | |
Oakwood Lake | |
Tunkhannock, PA | |
1972 | |
| 2010 | | |
| 5 to 27.5 | |
Olmsted Falls | |
Olmsted Falls, OH | |
1953/1970 | |
| 2012 | | |
| 5 to 27.5 | |
Oxford | |
West Grove, PA | |
1971 | |
| 1974 | | |
| 5 to 27.5 | |
Parke Place | |
Elkhart, IN | |
1995-1996 | |
| 2017 | | |
| 5 to 27.5 | |
Perrysburg Estates | |
Perrysburg, OH | |
1972 | |
| 2018 | | |
| 5 to 27.5 | |
Pikewood Manor | |
Elyria, OH | |
1962 | |
| 2018 | | |
| 5 to 27.5 | |
Pine Ridge/Pine Manor | |
Carlisle, PA | |
1961 | |
| 1969 | | |
| 5 to 27.5 | |
Pine Valley | |
Apollo, PA | |
prior to 1980 | |
| 1995 | | |
| 5 to 27.5 | |
Pleasant View | |
Bloomsburg, PA | |
1960’s | |
| 2010 | | |
| 5 to 27.5 | |
Port Royal | |
Belle Vernon, PA | |
1973 | |
| 1983 | | |
| 5 to 27.5 | |
Redbud Estates | |
Anderson, IN | |
1966/1998/2003 | |
| 2018 | | |
| 5 to 27.5 | |
River Valley | |
Marion, OH | |
1950 | |
| 1986 | | |
| 5 to 27.5 | |
Rolling Hills Estates | |
Carlisle, PA | |
1972-1975 | |
| 2013 | | |
| 5 to 27.5 | |
Rostraver Estates | |
Belle Veron, PA | |
1970 | |
| 2014 | | |
| 5 to 27.5 | |
Sandy Valley | |
Magnolia, OH | |
prior to 1980 | |
| 1985 | | |
| 5 to 27.5 | |
Shady Hills | |
Nashville, TN | |
1954 | |
| 2011 | | |
| 5 to 27.5 | |
Somerset/Whispering | |
Somerset, PA | |
prior to 1980 | |
| 2004 | | |
| 5 to 27.5 | |
Southern Terrace | |
Columbiana, OH | |
1983 | |
| 2012 | | |
| 5 to 27.5 | |
Southwind | |
Jackson, NJ | |
1969 | |
| 1969 | | |
| 5 to 27.5 | |
Spreading Oaks | |
Athens, OH | |
prior to 1980 | |
| 1996 | | |
| 5 to 27.5 | |
Springfield Meadows | |
Springfield, OH | |
1970 | |
| 2016 | | |
| 5 to 27.5 | |
UMH
PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022
Column A | |
Column G | |
Column H | | |
Column I | |
Description | |
| |
| | |
| |
| |
| |
Date of | |
Date | | |
Depreciable | |
Name | |
Location | |
Construction | |
Acquired | | |
Life | |
| |
| |
| |
| | |
| |
Suburban Estates | |
Greensburg, PA | |
1968/1980 | |
| 2010 | | |
| 5 to 27.5 | |
Summit Estates | |
Ravenna, OH | |
1969 | |
| 2014 | | |
| 5 to 27.5 | |
Summit Village | |
Marion, IN | |
2000 | |
| 2018 | | |
| 5 to 27.5 | |
Sunny Acres | |
Somerset, PA | |
1970 | |
| 2010 | | |
| 5 to 27.5 | |
Sunnyside | |
Eagleville, PA | |
1960 | |
| 2013 | | |
| 5 to 27.5 | |
Trailmont | |
Goodlettsville, TN | |
1964 | |
| 2011 | | |
| 5 to 27.5 | |
Twin Oaks | |
Olmsted Falls, OH | |
1952/1997 | |
| 2012 | | |
| 5 to 27.5 | |
Twin Pines | |
Goshen, IN | |
1956/1990 | |
| 2013 | | |
| 5 to 27.5 | |
Valley High | |
Ruffs Dale, PA | |
1974 | |
| 2014 | | |
| 5 to 27.5 | |
Valley Hills | |
Ravenna, OH | |
1960-1970 | |
| 2014 | | |
| 5 to 27.5 | |
Valley Stream | |
Mountaintop, PA | |
1970 | |
| 2015 | | |
| 5 to 27.5 | |
Valley View HB | |
Honeybrook, PA | |
1970 | |
| 2013 | | |
| 5 to 27.5 | |
Valley View I | |
Ephrata, PA | |
1961 | |
| 2012 | | |
| 5 to 27.5 | |
Valley View II | |
Ephrata, PA | |
1999 | |
| 2012 | | |
| 5 to 27.5 | |
Voyager Estates | |
West Newton, PA | |
1968 | |
| 2015 | | |
| 5 to 27.5 | |
Waterfalls | |
Hamburg, NY | |
prior to 1980 | |
| 1997 | | |
| 5 to 27.5 | |
Wayside | |
Bellefontaine, OH | |
1960 | |
| 2016 | | |
| 5 to 27.5 | |
Weatherly Estates | |
Lebanon, TN | |
1997 | |
| 2006 | | |
| 5 to 27.5 | |
Wellington Estates | |
Export, PA | |
1970/1996 | |
| 2017 | | |
| 5 to 27.5 | |
Wood Valley | |
Caledonia, OH | |
prior to 1980 | |
| 1996 | | |
| 5 to 27.5 | |
Woodland Manor | |
West Monroe, NY | |
prior to 1980 | |
| 2003 | | |
| 5 to 27.5 | |
Woodlawn | |
Eatontown, NJ | |
1964 | |
| 1978 | | |
| 5 to 27.5 | |
Woods Edge | |
West Lafayette, IN | |
1974 | |
| 2015 | | |
| 5 to 27.5 | |
Worthington Arms | |
Lewis Center, OH | |
1968 | |
| 2015 | | |
| 5 to 27.5 | |
Youngstown Estates | |
Youngstown, NY | |
1963 | |
| 2013 | | |
| 5 to 27.5 | |
UMH PROPERTIES, INC.
SCHEDULE
III
REAL
ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER
31, 2022
(1) | Represents
one mortgage note payable secured by twenty-eight properties and one mortgage notes payable
secured by the rental home therein. |
(2) | Represents
one mortgage note payable secured by thirteen properties. |
(3) | Represents
one mortgage note payable secured by six properties. |
(4) | Represents
one mortgage note payable secured by four properties. |
(5) | Represents
one mortgage note payable secured by four properties. |
(6) | Represents
one mortgage note payable secured by two properties. |
(7) | Represents
one mortgage note payable secured by two properties. |
(8) | Represents
one mortgage note payable secured by two properties. |
(10) | | The aggregate cost
for Federal tax purposes approximates historical cost. |
(10) | | The aggregate cost
for Federal tax purposes approximates historical cost. |