UMH PROPERTIES, INC.
2021 ANNUAL REPORT
Our Vision
UMH Properties, Inc. has a 54-year history of providing quality, affordable housing for our Nation’s
workforce. UMH owns and operates a portfolio of manufactured home communities consisting of 127
communities with 24,000 developed homesites situated in ten states. UMH also has an ownership interest
in and operates one community in Florida, containing 219 sites, through our joint venture with Nuveen
Real Estate.
Manufactured home communities satisfy a fundamental need – quality affordable housing. As home prices
continue to rise and available home inventory continues to shrink, the supply of affordable housing becomes
an ever-increasing concern. We are committed to being a part of the solution to America’s affordable
housing crisis.
UMH has long believed that we have an obligation to create sustainable and environmentally friendly
communities that have a positive societal impact. Throughout our history, we have and continue to develop
and invest in environmentally friendly initiatives that will conserve energy and natural resources. We build,
upgrade and manage well-maintained communities that our residents are proud to call home. We believe
in enriching the lives of the people impacted by our Company – our employees, our residents and our
neighbors.
On Our Front Cover:
On Our Front Cover:
Top: HIGHLAND ESTATES,
Kutztown, PA
Top: HIGHLAND ESTATES, Kutztown, PA
Carlisle, PA
Bottom: PINE MANOR, Carlisle, PA
Bottom: PINE MANOR,
On Our Back Cover:
On Our Back Cover:
Top: BROADMORE ESTATES,
Goshen, IN
Top: BROADMORE ESTATES, Goshen, IN
Carlisle, PA
Bottom: PINE MANOR, Carlisle, PA
Bottom: PINE MANOR,
2021 Year in Review
$1.4B
EQUITY
MARKET
CAPITALIZATION
91%
TOTAL
SHAREHOLDER
RETURN
5.5%
INCREASE IN
COMMON STOCK
DIVIDEND
Manufactured Housing Institute National Industry Awards
COMMUNITY
OPERATOR
2021 Community
Operator Of The Year
Anderson, IN
RETAIL
SALES CENTER
2021 Retail Sales Center
Of The Year, Redbud Estates
LAKEVIEW MEADOWS
LAKEVIEW MEADOWS
Lakeview, OH
Lakeview, OH
Portfolio Growth
Community Operating Income
($ in millions)
30000
25000
20000
15000
10000
5000
0
30,000
25,000
20,000
15,000
10,000
5,000
0
10000
8000
6000
4000
2000
0
DEAR FELLOW
SHAREHOLDERS
2018
2019
2020
2016
2017
2021
PORTFOLIO GROWTH
21,500
23,100
23,400
Developed
Sites
No. of
Communities
UMH provides quality affordable housing by using
manufactured homes
in professionally managed
communities. Our communities are experiencing
stronger demand than ever before which is resulting
in record sales and waiting lists to move into our
communities. Over time this demand will allow us
to fill our existing 3,400 vacant sites and develop our
1,830 acres of vacant land into 7,300 sites. However, the
shortage of affordable housing is a much more severe
problem that needs to be addressed on a national level.
We are working to develop new communities and
increase the availability of financing for our residents.
We believe the nation needs many more manufactured
home communities built each year.
20,000
24,000
112
124
127
122
118
18,000
101
GROWTH OF RENTAL HOME PORTFOLIO
2016
2019
2021
2018
2020
2017
2021 was an excellent year for UMH during which
we continued to execute on our long-term business
plan. We have built an irreplaceable portfolio of 127
communities containing 24,000 homesites and a
platform that is achieving industry-leading results.
These operating results are translating to the bottom
line. This year, same property occupancy increased
by 413 units, same property NOI increased by 13%
and our sales of manufactured homes increased by
34%. This performance resulted in Normalized FFO
for the year of $0.87, representing an increase of
approximately 24%. The continued execution of our
business plan and our earnings growth have resulted
in 91% total shareholder return. Our stock price hit an
all-time high of $27.50 and we surpassed a $1 billion
in equity market capitalization which contributed to a
meaningful increase in the size of our investor base.
$100
$80
$60
$40
$20
$0
2016
2017
2018
2019
2020
2021
COMMUNITY NET OPERATING INCOME
($ in millions)
$91.0
$80.2
e
s
a
e
r
c
n
0 % I
9
$60.9
$66.9
$54.0
$48.0
2016
2017
2018
2019
2020
2021
$100
$80
$60
$40
$20
$0
at the corporate level. The capital raised from the bond
offering will be utilized to help redeem our outstanding
Series C Preferred Stock.
5 %
s - 8
GROWTH OF RENTAL HOME PORTFOLIO
One of the primary reasons for raising debt overseas
10,000
was to widen and diversify our ownership base with
long-term investors. During the roadshow for the
0
8,000
offering, we had the opportunity to tell our story to
dozens of new investors, many of which were new not
just to UMH, but to manufactured housing as well. We
6,000
believe the interest level from many of these investors
will go beyond the debt offering and include owning
4,000
the common shares as well.
0 h o m e
e o f 4 , 0
8,700
8,300
7,400
4,700
6,500
5,600
I n c
a
e
r
s
2016
2017
2019
2020
2021
2018
Our success has reduced our cost of common equity
to approximately 3% and opened various sources
of accretive capital to us. Subsequent to yearend,
we successfully completed an oversubscribed bond
offering, raising $102.7 million with net proceeds of
approximately $98.7 million. The transaction was
completed in Israel, which afforded us some distinct
increasing during the
advantages. Despite rates
process, we obtained a favorable rate of 4.72%, which
is unsecured with a term of five years. We obtained a
rating from S&P in Israel, of AA- on the bonds, and A+
Page 2
2021 ANNUAL REPORT
0
2016
2018
2017
the opportunity
2019
2020
We can further improve our cost of capital in 2022 and
2,000
2023 by recapitalizing our two series of outstanding
preferred stock. We have
to
recapitalize $247 million of 6.75% Series C Cumulative
Redeemable Preferred Stock that is callable in July of
2022 and $215 million of 6.375% Series D Cumulative
Redeemable Preferred Stock that is callable in January
of 2023. We will utilize a combination of equity and
debt to recapitalize these two outstanding issues. We
anticipate generating increased FFO of approximately
$12 million through these recapitalizations alone.
2021
The confidence we have in our business grew during
COVID as we experienced stronger than expected
performance during a challenging economic cycle. We
made the decision to enter new markets to implement
our business plan with the intention of eventually
growing UMH into a company with a national presence.
In 2021, we entered three new states: Alabama, South
Carolina and Florida. We look forward to growing
our presence in these states and further expanding
our footprint. Our reduced cost of capital opens the
door for additional investment opportunities that were
previously unavailable to us.
acquired
incredibly
Our acquisition program has been
successful. During 2021, we
three
communities containing 543 sites for a total purchase
price of $18.3 million. Two of these communities were
in new states: South Carolina and Alabama. Since 2010,
we have acquired 99 communities containing 17,200
homesites that had approximately 75% occupancy
for a cost of approximately $31,000 per site. We have
become experts in turning these communities into first
class communities that our residents are proud to call
home. The improvement in the quality and condition
of the communities results in increased demand,
occupancy, income and ultimately property value.
The success of our business plan has been recognized
by real estate investors both large and small. This has
driven increased competition for both value-add and
stabilized assets. While acquisitions that meet our
criteria are scarce, we anticipate acquiring $25-$50
million of existing communities annually.
Our same property results demonstrate the success
of our acquisition program. This year, same property
income increased by 10% and same property NOI
increased by 13% or $11 million. At a relatively
conservative 5% cap rate, this is an increase in property
value of $175 million after subtracting our investment
in rental homes and capital improvements. This was
driven by an increase in occupancy of 413 units or
170 basis points. One of the most important factors of
our acquisition program is the acquisition of existing
vacant sites. We have 3,400 vacant sites to invest in
additional homes for sale and rent. We also have 1,830
acres of vacant land to develop to further grow the
company organically.
The success of our acquisition program and our same
property operating results are largely attributable to
our rental home program. We now have a portfolio of
8,700 rental homes that maintains a strong occupancy
rate of 96%. Our average home rent is approximately
SAMUEL A. LANDY
$824 per month. Our goal each year is to add an
additional 800-900 homes to our portfolio. This year,
because of supply chain disruptions caused by COVID,
our manufacturers were only able to deliver to us
approximately 600 homes. We have over 800 homes on
order and anticipate receiving 800-900 homes in 2022.
Our rental home portfolio is primarily new homes
that are less than ten years old. Our average expense
per rental unit is approximately $400 per year. We
turn over approximately 30% of our rental units on an
annual basis with very limited turnover costs.
This year we completed the construction of 80
expansion sites. These expansion sites give us the
ability to generate profitable sales at great locations.
We have an additional 1,610 acres of vacant land that
adjoins our communities and another 220 acres that
will be a greenfield development in New York. This
acreage can potentially be developed into 7,300 home
sites. We anticipate obtaining approvals for over 800
sites in 2022 and developing approximately 400 of
those sites. We plan to develop 400 sites on an annual
basis.
Our sales operation continues to grow. This year we set
a new sales record with gross sales of approximately
$27.1 million, representing an increase of approximately
34%. These sales generated income of $2 million. Our
gross profit percentage was approximately 26%. Our
average new home sale price was $107,000 and our
used home sale price was $41,000. We are financing
approximately 60% of our home sales. We have a total
Page 3
2021 ANNUAL REPORT
CINNAMON WOODS
Conowingo, MD
of $53 million in home loans on our balance sheet that
earn an average interest rate of 6.9%. We are proud to
offer what we believe is the lowest finance rate in the
industry at 4.99%. As part of our social mission, we
continue to reduce our consumers cost of housing as
our cost of capital decreases.
and is highly amenitized with a clubhouse, swimming
pool, bocce ball, pickleball, dog park, fitness center,
shuffleboard and tiki hut. We are also under contract
to construct two additional communities in Florida
containing approximately 580 sites. We look forward
to growing this joint venture.
Our Chairman of the Board, Eugene Landy, founded
UMH Properties, Inc. in 1968. I am incredibly happy
to announce that he is being inducted into the RV/MH
Hall of Fame this year. It is an honor that is overdue
and well-deserved. He has worked tirelessly his entire
career to benefit the interests of the manufactured
housing industry and has paved the way for future
generations to prosper. He has always been a visionary
and led UMH to the point we are at today.
I would also like to thank the entire UMH team, our
Board of Directors and our loyal investors for their
continued support and dedication to the company.
Very truly yours,
SAMUEL A. LANDY
President and Chief Executive Officer
March 2022
We are very excited about our recently announced
joint venture with Nuveen Real Estate for the
greenfield development of manufactured housing
communities. With continued compression of cap
rates in the existing acquisition market, we can achieve
yields and IRRs that are the same or better through
greenfield development. We will also have the highest
quality communities in any given market. We have
long been proponents of greenfield development, but
entitled sites are few and far between and the short-
term impact on earnings is significant. By partnering
with Nuveen, we can limit the initial impact that
development has on our earnings while maintaining
the benefits of development. UMH has a 40% stake in
the joint venture and earns assets under management
fees, property management fees and a promote for
exceeding IRR targets. We will also have the first right
to purchase these communities from the joint venture,
which will generate a high-quality acquisition pipeline
for UMH.
It is incredibly difficult to obtain approvals to develop
a manufactured housing community. We have worked
to get the message out to local developers in our
target markets that they can earn a profit by acquiring
land, obtaining approvals and selling us fully entitled
sites or fully developed sites. We have completed the
acquisition of our first community, Sebring Square, in
the joint venture. The community contains 219 sites
Page 4
2021 ANNUAL REPORT
LETTER FROM
THE CHAIRMAN
UMH Properties, Inc. has been providing the Nation
with quality affordable housing for the past 54 years.
We have successfully navigated the company through
each real estate cycle, and we now have a company that
is larger, stronger and more valuable than ever before.
Our business plan is in many respects unique. We want
to be a leader in providing needed affordable housing
for the Nation. We have 3,400 vacant sites within our
portfolio, and we have 1,830 vacant acres which can
be developed into 7,300 sites, but it doesn’t come close
to solving the problem. Our goal is to have the Nation
build 500 new communities of 200 units each annually.
That is 100,000 units of additional affordable housing.
UMH plans to lead the campaign for inclusive zoning
so that new communities can be built. We pioneered
Memphis Blues, an all-rental community located in
Memphis, and are working on several other projects.
We believe that the Nation will benefit as we are able to
develop additional communities like this that provide
needed affordable housing. For this reason, we have
entered into a joint venture with Nuveen Real Estate
for the development of new communities. Together
we will work to build new communities and provide
affordable housing throughout the Country.
As Chairman, I am proud of our team of loyal
employees. We are particularly proud when 2nd and 3rd
generation employees join our company. We take great
pride in transforming communities that we acquire,
many of which are in poor condition, into first class
communities. This justified pride is apparent in the
drone videos we provide for each of our communities
on our website. I encourage all of our shareholders to
watch the videos as they will demonstrate the quality
of the portfolio in which you are investing.
I would like to thank our team of employees and the
Board of Directors for working so hard to transform
UMH into the industry leading company that it is
today. I am also incredibly proud of our President
and CEO, Sam Landy, for leading the company to new
heights.
Very truly yours,
EUGENE W. LANDY
Chairman of the Board
March 2022
FOREST CREEK
Elkhart, IN
Page 5
2021 ANNUAL REPORT
CLINTON MHC
CLINTON MHC
Tiffin, OH
Tiffin, OH
PROPERTY PORTFOLIO
AND YEAR IN REVIEW
OUR ACCOMPLISHMENTS
“UMH continues to execute on our long-term business plan which has resulted in an all-time high stock price with
ample growth opportunities. Our accomplishments during the year include:
•
•
•
•
•
•
•
Sales
Increased Rental and Related Income by 11%;
Increased Community Net Operating Income
(“NOI”) by 13%;
Increased Normalized Funds from Operations
(“Normalized FFO”) by 41% and Normalized FFO
per share by 24%;
Improved our Operating Expense ratio by 130 basis
Rental Revenue
points to 42.8%;
250
Increased Same Property NOI by 13%;
Increased Same Property Occupancy by 413 sites
from 85.4% to 87.1% or 170 basis points;
200
Increased our rental home portfolio by 454
homes to approximately 8,700 total rental homes,
representing an increase of 6%;
150
Increased rental home occupancy by 90 basis
points from 94.6% to 95.5%;
Increased Sales of Manufactured Homes by 34%;
•
100
containing
• Acquired
approximately 543 homesites for a total cost of
approximately $18.3 million (in addition to one
50
community acquired in December 2021 by our
joint venture with Nuveen Real Estate);
Increased our Total Market Capitalization by 50%
to $2.4 billion at yearend;
2014
2015
Increased our Equity Market Capitalization by
127% to $1.4 billion at yearend;
communities
2016
three
0
•
•
•
2017
• Reduced our Net Debt
to Total Market
•
•
•
Interest/Dividend Income
Capitalization from 34% at 2020 to 16% at 2021;
Issued and sold approximately 8.2 million shares
of Common Stock through At-the-Market Sale
Programs for our Common Stock at a weighted
average price of $22.14 per share, generating gross
proceeds of $182.0 million and net proceeds of
$179.1 million, after offering expenses;
Issued and sold, through an At-the-Market Sale
Program for our Preferred Stock, 2.2 million shares
of Series D Preferred Stock at a weighted average
price of $24.89 per share, generating total gross
proceeds of $54.1 million and total net proceeds of
$53.2 million, after offering expenses; and,
Entered into a joint venture with Nuveen Real Estate,
a TIAA company, for the purpose of development
or acquisition of new manufactured housing
communities, with an initial capital commitment
by the joint venture partners of at least $70 million
and potentially up to $170 million, 60% of which
would be provided by Nuveen Real Estate and 40%
of which would be provided by the Company. The
joint venture acquired one community, containing
219 developed homesites, for a total purchase price
2018
of $22.2 million.
2021
2019
2020
TOTAL REVENUE
Rental Revenue
Sales of Manufactured Homes
Interest/Dividend Income
250
200
)
s
n
o
i
l
l
i
m
n
i
$
(
150
100
50
0
I n c r e a s e
1 5 1 %
$156.7
$142.2
$194.6
$172.2
$122.8
$107.4
$77.6
$87.7
2014
2015
2016
2017
2018
2019
2020
2021
Page 8
2021 ANNUAL REPORT
Acquired prior to 2020
Acquired prior to 2020
122 communities and 23, 200 sites
122 communities and 23, 200 sites
Acquired prior to 2020
122 communities and 23, 200 sites
PROPERTY PORTFOLIO
Acquired in 2020
Acquired in 2020
2 communities and 300 sites
2 communities and 300 sites
Acquired in 2020
2 communities and 300 sites
Acquired in 2021
Acquired in 2021
4 communities and 500 sites
4 communities and 500 sites
Acquired in 2021
4 communities and 500 sites
220 acres to be developed into a
manufactured home community
220 acres to be developed into a
manufactured home community
220 acres to be developed into a
manufactured home community
Marcellus and Utica Shale Regions
Marcellus and Utica Shale Regions
Marcellus and Utica Shale Regions
SITES PER STATE
SITES PER STATE
SITES PER STATE
23,770 SITES
23,770 SITES
23,770 SITES
TOTAL ACREAGE
TOTAL ACREAGE
TOTAL ACREAGE
6,915 ACRES
6,915 ACRES
6,915 ACRES
VACANT ACREAGE PER STATE
1,837 ACRES
VACANT ACREAGE PER STATE
1,837 ACRES
VACANT ACREAGE PER STATE
1,837 ACRES
PA - 7,780 33%
OH - 6,929 28%
IN - 3,987 17%
TN - 1,789 7%
NY - 1,349 6%
PA - 7,780 33%
OH - 6,929 28%
IN - 3,987 17%
TN - 1,789 7%
NY - 1,349 6%
PA - 7,780 33%
OH - 6,929 28%
IN - 3,987 17%
TN - 1,789 7%
NY - 1,349 6%
- 1,006 5%
NJ
- 1,006 5%
- 1,006 5%
NJ
NJ
3%
MI - 734
3%
3%
MI - 734
MI - 734
1%
AL - 195
1%
1%
AL - 195
AL - 195
1%
SC - 142
1%
1%
SC - 142
SC - 142
1%
MD - 62
1%
1%
MD - 62
MD - 62
SITES PER STATE
SITES PER STATE
SITES PER STATE
24,025 SITES
24,025 SITES
24,025 SITES
NJ
4%
NJ
4%
NJ
4%
MI
3%
NY
5%
TN
7%
TN
NY
7%
5%
NY
5%
TN
7%
IN
17%
IN
17%
IN
17%
MI
3%
MI
3%
MD
1%
MD
1%
MD
1%
AL
1%
AL
1%
SC
1%
SC
1%
AL
1%
SC
1%
Total Shale Region Acreage
Total Shale Region Acreage
- 3,449
Total Shale Region Acreage
- 3,449
- 3,449
Developed - 2,657
Developed - 2,657
38%
Developed - 2,657
38%
Vacant
Vacant
Vacant
- 792
- 792
- 792
12%
12%
38%
12%
Total Non Shale Region Acreage
Total Non Shale Region Acreage
- 3,466
Total Non Shale Region Acreage
- 3,466
- 3,466
Developed - 2,241
Developed - 2,241
35%
Developed - 2,241
35%
Vacant
Vacant
Vacant
- 1,045
- 1,045
15%
- 1,045
15%
35%
15%
TOTAL ACREAGE
TOTAL ACREAGE
TOTAL ACREAGE
6,980 ACRES
6,980 ACRES
6,980 ACRES
Total Shale Region Acreage - 3,506
Total Shale Region Acreage - 3,506
Total Shale Region Acreage - 3,506
Total Non Shale Region Acreage - 3,474
Total Non Shale Region Acreage - 3,474
Total Non Shale Region Acreage - 3,474
Developed
Developed
35%
35%
Developed
35%
Developed
Developed
39%
39%
Developed
39%
PA
32%
PA
32%
PA
32%
IN - 3,998
IN - 3,998
IN - 3,998
OH
17%
OH
OH
17%
17%
29%
29%
29%
Vacant
15%
Vacant
15%
Vacant
15%
Vacant
11%
Vacant
11%
Vacant
11%
Acquired prior to 2021
124 communities and 23,500 sites
Acquired in 2021
3 communities and 500 sites
IN - 225 12%
OH - 453 25%
IN - 225 12%
OH - 453 25%
IN - 225 12%
Joint Venture
- 162 9%
PA - 358 19%
NJ
PA - 358 19%
- 162 9%
- 162 9%
NJ
NJ
1 community and 200 sites
4%
NY - 326 18%
MD - 67
NY - 326 18%
4%
4%
MD - 67
MD - 67
TN - 246 13%
TN - 246 13%
220 acres to be developed into a
manufactured home community
OH - 453 25%
PA - 358 19%
NY - 326 18%
TN - 246 13%
Marcellus and Utica Shale Regions
VACANT ACREAGE PER STATE
1,830 ACRES
VACANT ACREAGE PER STATE
1,830 ACRES
VACANT ACREAGE PER STATE
1,830 ACRES
MD
4%
MD
4%
MD
4%
NJ
9%
NJ
9%
NJ
9%
IN
12%
IN
12%
IN
12%
TN
12%
TN
12%
TN
12%
NY
19%
NY
19%
NY
19%
OH
24%
OH
24%
OH
24%
PA
20%
PA
20%
PA
20%
Page 9
2021 ANNUAL REPORT
MENEVTNYMARICTNJPADEMDOHMIINWVVAKYNCSCTNGAFLALMSILWI Portfolio Growth
Community Operating Income
($ in millions)
Annual Volume
Cumulative Volume
20000
$100
16000
$80
COMPELLING BUSINESS PLAN
12000
$60
8000
$40
“Building a road to a greater future for our Nation, our shareholders, our employees and our
partners for 54 years.”
4000
$20
2016
2017
2018
2019
2020
2021
0
$0
- Samuel A. Landy, President and Chief Executive Officer
2021
2018
2021
2018
2019
2015
2017
2016
2020
2013
2020
2019
2014
2016
2017
VALUE-ADD ACQUISITIONS
PORTFOLIO GROWTH
24,000
23,400
21,500
23,100
20,000
Developed
Sites
No. of
Communities
Since 2010, UMH has tripled the size of the company
by acquiring 99 communities containing approximately
17,200 developed homesites. We have improved the
overall quality of housing at each of these locations
which has driven increased demand, occupancy, and
income. These communities were acquired with a
blended occupancy rate of 75% for a total purchase price
of $527 million or $31,000 per site. We have invested
an additional $389 million in the capital improvements
and rental homes for a total investment of $910 million.
These communities are now 87% occupied and, at a 4%
cap rate, have a value of $1.6 billion. This represents a
value of $93,000 per site and an increase in value of 73%.
112
122
124
118
127
18,000
101
2016
2017
2018
2019
2020
2021
NUMBER OF ACQUIRED SITES
COMMUNITY NET OPERATING INCOME
Cumulative Volume
($ in millions)
Annual Volume
20,000
$100
16,000
$80
12,000
$60
8,000
$40
4,000
$20
0
$0
$91.0
17,199
16,346 16,656
$80.2
e
s
a
e
r
c
n
0 % I
9
14,851
13,236
$66.9
$60.9
10,950 11,239
$54.0
8,176
$48.0
6,564
2,738
2,774
1,612
2013
2016
2014
2015
2017
289
2016
2018
1,997
1,615
1,495
310
543
2017
2018
2019
2019
2020
2020
2021
2021
30000
25000
20000
15000
10000
5000
0
30,000
25,000
20,000
15,000
10,000
5,000
0
RENTAL HOME OPERATIONS
10000
8000
6000
4000
2000
0
GROWTH OF RENTAL HOME PORTFOLIO
Rental homes in our communities are a key component
of the success of our acquisition program. They provide
us with the fastest infill rate, improve the aesthetics
of the community and provide solid returns. We have
worked with our manufacturers to design our homes so
that they can withstand normal rental wear and tear. We
currently have a portfolio of 8,700 rental homes that are
96% occupied. Our average rents are $824 per month.
We plan to grow our portfolio of rental homes by 800-
900 units annually. Our rental investments generate
unlevered returns of approximately 11%.
As a result of our acquisition and rental programs,
we have generated double digit same property NOI
growth for two years in a row. This year, same property
occupancy increased by 170 basis points and same
property NOI increased by 13%. We can generate
similar results in the future by obtaining our 4% annual
rent increases and filling 800-900 of our vacant sites per
year.
2018
2021
2020
2019
2017
2016
Page 10
2021 ANNUAL REPORT
SITES ENGINEERED FOR EXPANSION
SITES ENGINEERED FOR EXPANSION
GROWTH OF RENTAL HOME PORTFOLIO
2000
10,000
1500
8,000
6,000
1000
4,000
500
2,000
0
0
0 h o m e
5 %
s - 8
7,400
s
a
e
r
I n c
0
e o f 4 , 0
6,500
8,700
8,300
5,600
4,700
2022
2016
2017
2023
2018
2024
2019
2025 and thereafter
2020
2021
2,000
1,500
1,000
500
0
1,554
1,009
528
630
2022
2023
2024
2025 and
thereafter
$30
$25
$20
$15
$10
$5
$0
$30
$25
$20
$15
$10
$5
$0
400
300
200
100
0
INCREASE IN SALES
Sales ($ in millions)
# of Homes Sold
370
400
323
$27.1
295
299
$20.3
$18.0
$15.8
222
$10.8
$30
$25
$20
$15
170
$8.5
$10
$5
$0
2016
2017
2018
2019
2020
2021
WHISPERING PINES
Somerset, PA
300
200
100
0
400
300
200
100
0
2019
2020
2021
2016
2017
2018
2019
2020
2021
2016
2017
2018
2019
2020
2021
SALES & FINANCE
2016
2017
UMH Sales and Finance, Inc. is starting to become a
major profit center for the company. In 2021, we achieved
a new sales record of $27.1 million and generated
approximately $2 million of income from sales. This
represents an increase in sales of approximately 34%.
Last year we sold 370 homes, of which 182 were new and
188 were used. Our average sales price was $73,000, as
compared to $63,000 in 2020, representing an increase
of approximately 16%. As we continue to improve the
overall quality of our communities, we are seeing an
increase in sales demand. This has resulted in strong
sales growth at communities that have historically been
slower sales locations.
2019
2020
2021
2018
In 2021, we financed, through our third-party lending
program, $16 million of our homes sales, which was 60%
of our total homes sales. We have grown our portfolio of
manufactured home loans to $53 million. The portfolio
has an average interest rate of approximately 6.9%. As
we can reduce our cost of capital, we are passing along
some of the benefits to our consumers. We offer to
qualified borrowers, through our third-party lending
program, what we believe is the lowest lending rate in
the industry at 4.99%. In 2021, we also began offering,
through our third-party lending program, a financing
program for brokered home sales at an interest rate of
7.99%. This program should greatly benefit our existing
2018
residents by facilitating their ability to sell their homes
and increase the liquidity of their home investment.
2016
2017
INCREASE IN SALES
Sales ($ in millions)
# of Homes Sold
222
$10.8
170
$8.5
$30
$25
$20
$15
$10
$5
$0
370
$27.1
323
$20.3
295
$15.8
299
$18.0
400
300
200
100
0
2016
2017
2018
2019
2020
2021
Page 11
2021 ANNUAL REPORT
Annual Volume
Cumulative Volume
2013
2014
2015
2016
2017
2018
2019
2020
2021
NUMBER OF ACQUIRED SITES
Cumulative Volume
Annual Volume
16,346 16,656
17,199
14,851
13,236
10,950 11,239
8,176
8,000
6,564
20000
16000
12000
8000
4000
0
20,000
16,000
12,000
4,000
0
2000
1500
1000
500
0
2,738
2,774
1,612
1,997
289
1,615
1,495
310
543
2013
2014
2015
2016
2017
2018
2019
2020
2021
VACANT LAND EXPANSIONS
SITES ENGINEERED FOR EXPANSION
In 2021, we completed the construction of 80 sites.
We have an additional 1,830 vacant acres, which can
potentially be developed into 7,300 homesites. This
vacant land adjoining our properties and our vacant
sites give us the ability to internally grow the company
for the foreseeable future.
Expansions create operating efficiencies in which each
site generates additional revenue without an increase
in fixed operating costs. The average development
cost is approximately $75,000 per homesite. We expect
to develop 400 or more sites in 2022. Home sales in
expansions should generate sales profits of $30,000 or
more per home, which alleviates the cost to develop the
site and increases our yield. Once stabilized, expansion
2024
sites yield more than what is available in the acquisition
market.
2025 and thereafter
2023
2022
SITES ENGINEERED FOR EXPANSION
2,000
1,500
1,000
500
0
1,554
1,009
528
630
2022
2023
2024
2025 and
thereafter
ALLENTOWN, Memphis, TN
Acquired in 1986
MEADOWS OF PERRYSBURG, Perrysburg, OH
Acquired in 2018
Page 12
2021 ANNUAL REPORT
JOINT VENTURE
SEBRING SQUARE, Sebring, FL
Acquired in 2021 through joint venture with Nuveen Real Estate
UMH has grown through value-add acquisitions
because we were able to acquire manufactured housing
sites in good markets significantly below replacement
cost. We have done an outstanding job on this front,
but our success has led to imitation, which has driven
increased competition ultimately leading to increased
prices at or near replacement cost. We still intend to
grow by value-add acquisitions, but fewer deals are
meeting our growth criteria. We now can become a
leader in the development of new communities.
In order to fund these developments, limit the short-
term impact on FFO and reduce our risk, we entered
into a joint venture with Nuveen Real Estate. The
purpose of the joint venture is for the acquisition
and development of communities being developed or
that have been developed within the past 12 months.
Nuveen has a 60% equity position and UMH has a 40%
equity position in the joint venture. UMH will earn
assets under management fees, management fees and
a promote for exceeding IRR targets. UMH will also
have the right to purchase these communities from the
joint venture which will enhance our future acquisition
pipeline. We are very happy to partner with Nuveen
and look forward to investing in and developing many
communities together.
The joint venture acquired Sebring Square located in
Sebring, Florida, in December of 2021. It is a 219-space
community with a clubhouse, swimming pool, bocce
ball courts, pickle ball courts, dog park and more. Once
complete, the community will be one of the highest
quality communities in the country. We look forward
to developing communities like this throughout the
country.
Page 13
2021 ANNUAL REPORT
3000
2500
2000
1500
1000
500
0
Equity Market Capitalization
Preferred Equity
Total Debt
2014
2015
2016
2017
2018
2019
2020
2021
HEATHER HIGHLANDS
Inkerman, PA
EARNINGS GROWTH OPPORTUNITIES
COMPANY GROWTH
2,500
3,000
Total Debt
Preferred Equity
Equity Market Capitalization
UMH has grown substantially over the past few years.
Our communities are higher in quality and operating
more efficiently than ever before. Our community
operating performance has resulted in increased income
and increased property values. We have been able to
realize the increase in property values by financing and
refinancing our communities at more attractive terms
and rates than ever before. In 2020, we obtained a $106
million GSE loan secured by 28 of our communities at
an interest rate of 2.62%. This debt was used to redeem
our $95 million of 8% Series B Cumulative Redeemable
Preferred Stock. This transaction alone generated an
additional $5 million of FFO annually.
1,000
2,000
1,500
$980
$752
$1,157
3 0 8 %
$582
500
Over the next 12 months, we plan to recapitalize our
$247 million 6.75% Series C Cumulative Redeemable
Preferred Stock and $215 million 6.375% Series D
2017
Cumulative Redeemable Preferred Stock. We have
been preparing for these redemptions by lining up
various sources of accretive capital. In 2021, we raised
2015
2014
2016
0
$182 million through our Common ATM at a price of
$22.14 per share. In January of 2022, we sold $102.7
million of unsecured bonds in Israel at a 4.72% interest
rate, receiving $98.7 million net of offering expenses.
Additionally, we have 28 unencumbered properties
and approximately $70 million in mortgages maturing
through 2023 that can be refinanced for approximately
I n c r e a s e
$200 million. We also have availability on our existing
lines of credit. UMH is well positioned to redeem both
outstanding series of preferred stock and generate a
meaningful increase in FFO. The reduction of the cost
of our $462 million in preferred from a blended rate
of 6.575% to 4% would result in an increase in FFO
of approximately $12 million or $0.20-$0.25 per share
depending on the price and amount of common stock
issued.
$1,509
$1,587
$2,373
$1,182
2018
2019
2020
Additionally, FFO will increase as we obtain our 4%
rent increases, install and rent 800-900 rental homes,
grow our sales operation, and acquire additional
communities.
2021
COMPANY GROWTH
Equity Market Capitalization
Preferred Equity
Total Debt
)
s
n
o
i
l
l
i
m
n
i
$
(
3,000
2,500
2,000
1,500
1,000
500
0
3 0 8 % I n c r e a s e
$1,509
$1,587
$2,373
$1,157
$1,182
$980
$582
$752
2014
2015
2016
2017
2018
2019
2020
2021
Page 14
2021 ANNUAL REPORT
ESG HIGHLIGHTS
UMH Properties, Inc. has a 54-year history of providing
America’s workforce with quality, affordable housing
where our residents are proud to live. We are pleased
with our history of producing new quality homesites that
are affordable to those who the government considers
low-income earners or making between 50-80% of
their Area Median Income (AMI). In addition, we
provide our residents, through our third party lending
program, with possibly the lowest rates in the industry
on home loans, thereby improving affordability. This is
accomplished without the aid of traditional government
subsidies, highlighting our commitment to those who
need it most.
Our commitment to ESG matters continues to improve
as we develop more systems to track essential emissions
data. This data is crucial as we begin to benchmark
our usage to the broader markets, peers, and historical
performance. As a premier housing provider in the
country, we know that our actions can have direct
consequences. We continue to add more energy-
efficient ENERGY STAR manufactured homes, built in
ISO 14001 certified factories, to the portfolio. Prefab
building is recognized for its various efficiencies,
including reduced build times, recycling, material
management and much more. This lowers costs without
sacrificing quality and benefits the customer while
also decreasing waste. The result is a more sustainable
relationship between the environment and the home
production process. Some of our ESG Highlights are
shown below, however, a more in-depth analysis can be
found in our annual ESG Report that can be viewed on
our website: www.umh.reit.
•
In September 2021, UMH was proud to welcome
Angela D. Pruitt to its Board of Directors. By doing
so, UMH has increased the diversity of its Board
with 25% of the directors being female while two
of its directors are racial minorities. Ms. Pruitt has
extensive experience in innovative and creative
global communications and specializes in crisis
management and media relations strategies at
Sitrick and Company. She joins the board having
earned a M.A. from Columbia University in
Public Affairs and B.A. in Sociology and Mass
Communications from the University of California
at Berkeley.
• Across the portfolio, 81 of our communities are fit
with submeters for better water control. In 2020,
we saved more than 15 million gallons compared
to the year before. In 2021, our consumption
increased due to added occupied sites, but daily
usage per unit decreased 5.6% to 152 gallons.
• To date, 22 communities have been retrofitted with
both LED lights and smart thermostats, totaling
17% of the portfolio. Our plans include completing
the rest of the portfolio. Overall, switching to LED
lights has saved an estimated 521,025 kWh per
year. Although harder to quantify, we expect on a
quarterly basis, to reduce heating and cooling use
by 6%.
• We have upheld our strong community support
through our interactions with various non-profits
and other community-leading organizations,
including but not limited to the Boys Scouts of
America, Special Strides, Centra State Healthcare
and the U.S. Merchant Marine Academy.
Special Strides
Monroe, NJ
Page 15
2021 ANNUAL REPORT
UMH
S&P 500
MSCI US REIT
12/31/20
1/11/21
1/12/21
1/13/21
1/14/21
1/15/21
1/19/21
1/20/21
1/21/21
1/22/21
1/25/21
1/26/21
1/27/21
1/28/21
1/29/21
2/2/21
2/1/21
1/7/21
1/6/21
1/4/21
1/5/21
1/8/21
2/3/21
2/4/21
2/5/21
2/10/21
2/11/21
2/12/21
2/16/21
2/17/21
2/18/21
2/19/21
2/22/21
2/23/21
2/24/21
2/25/21
2/26/21
2/9/21
2/8/21
3/2/21
3/1/21
3/3/21
3/4/21
3/5/21
3/10/21
3/11/21
3/12/21
3/15/21
3/16/21
3/17/21
3/18/21
3/19/21
3/22/21
3/23/21
3/24/21
3/25/21
3/26/21
3/29/21
3/30/21
3/31/21
3/9/21
3/8/21
4/1/21
4/5/21
4/6/21
4/7/21
4/12/21
4/13/21
4/14/21
4/15/21
4/16/21
4/19/21
4/20/21
4/21/21
4/22/21
4/23/21
4/26/21
4/27/21
4/28/21
4/29/21
4/30/21
4/9/21
5/3/21
5/4/21
4/8/21
5/5/21
5/10/21
5/11/21
5/12/21
5/13/21
5/14/21
5/17/21
5/18/21
5/19/21
5/20/21
5/21/21
5/24/21
5/25/21
5/26/21
5/27/21
5/28/21
6/1/21
5/7/21
6/2/21
5/6/21
6/3/21
6/4/21
6/7/21
6/10/21
6/11/21
6/14/21
6/15/21
6/16/21
6/17/21
6/18/21
6/21/21
6/22/21
6/23/21
6/24/21
6/25/21
6/28/21
6/29/21
6/30/21
6/8/21
7/2/21
7/1/21
6/9/21
7/6/21
7/7/21
7/12/21
7/13/21
7/14/21
7/15/21
7/16/21
7/19/21
7/20/21
7/21/21
7/22/21
7/23/21
7/26/21
7/27/21
7/28/21
7/29/21
7/30/21
7/9/21
8/3/21
7/8/21
8/2/21
8/4/21
8/5/21
8/10/21
8/11/21
8/12/21
8/13/21
8/16/21
8/17/21
8/18/21
8/19/21
8/20/21
8/23/21
8/24/21
8/25/21
8/26/21
8/27/21
8/30/21
8/31/21
8/6/21
9/2/21
8/9/21
9/1/21
9/3/21
9/7/21
9/10/21
9/13/21
9/14/21
9/15/21
9/16/21
9/17/21
9/20/21
9/21/21
9/22/21
9/23/21
9/24/21
9/27/21
9/28/21
9/29/21
9/30/21
10/1/21
10/4/21
10/5/21
10/6/21
10/11/21
10/12/21
10/13/21
10/14/21
10/15/21
10/18/21
10/19/21
10/20/21
10/21/21
10/22/21
10/25/21
10/26/21
10/27/21
10/28/21
10/29/21
11/1/21
10/7/21
11/2/21
10/8/21
11/3/21
11/4/21
11/5/21
11/10/21
11/11/21
11/12/21
11/15/21
11/16/21
11/17/21
11/18/21
11/19/21
11/22/21
11/23/21
11/24/21
11/26/21
11/29/21
11/30/21
12/2/21
11/8/21
11/9/21
12/1/21
12/3/21
12/6/21
12/7/21
12/10/21
12/13/21
12/14/21
12/15/21
12/16/21
12/17/21
12/20/21
12/21/21
12/22/21
12/23/21
12/27/21
12/28/21
12/29/21
12/30/21
12/31/21
12/8/21
12/9/21
9/9/21
9/8/21
UMH
S&P 500
MSCI US REIT
100%
80%
60%
40%
20%
0%
-20%
100%
80%
60%
40%
20%
0%
-20%
12/31/20
1/11/21
1/4/21
1/5/21
1/6/21
1/7/21
1/8/21
1/20/21
1/12/21
1/13/21
1/21/21
1/14/21
1/22/21
1/15/21
1/25/21
1/19/21
1/26/21
1/27/21
2/1/21
2/2/21
2/3/21
2/4/21
2/5/21
1/28/21
2/8/21
1/29/21
2/9/21
2/10/21
2/11/21
2/12/21
2/16/21
2/17/21
2/18/21
2/19/21
2/22/21
2/23/21
2/24/21
3/1/21
2/25/21
2/26/21
3/2/21
3/11/21
3/3/21
3/12/21
3/4/21
3/15/21
3/5/21
3/16/21
3/8/21
3/17/21
3/9/21
3/18/21
3/10/21
3/19/21
3/22/21
3/23/21
3/24/21
3/25/21
3/26/21
3/29/21
4/1/21
4/5/21
4/6/21
4/7/21
4/8/21
3/30/21
4/9/21
3/31/21
4/13/21
4/14/21
4/15/21
4/16/21
4/19/21
4/20/21
4/12/21
4/21/21
4/22/21
4/23/21
4/26/21
5/5/21
4/27/21
5/6/21
4/28/21
5/7/21
4/29/21
4/30/21
5/3/21
5/12/21
5/4/21
5/13/21
5/14/21
5/17/21
5/18/21
5/10/21
5/11/21
5/19/21
5/20/21
5/21/21
5/24/21
5/25/21
6/1/21
6/2/21
6/3/21
6/4/21
5/26/21
6/7/21
5/27/21
6/8/21
5/28/21
6/9/21
6/10/21
6/11/21
6/14/21
6/15/21
6/21/21
6/16/21
6/22/21
6/17/21
6/23/21
6/18/21
6/24/21
6/25/21
7/1/21
7/2/21
7/6/21
7/7/21
6/28/21
7/8/21
6/29/21
7/9/21
6/30/21
7/13/21
7/14/21
7/15/21
7/16/21
7/19/21
7/20/21
7/12/21
7/21/21
7/22/21
7/23/21
7/26/21
7/27/21
7/28/21
7/29/21
7/30/21
8/2/21
8/11/21
8/3/21
8/12/21
8/4/21
8/13/21
8/5/21
8/16/21
8/6/21
8/17/21
8/9/21
8/18/21
8/10/21
8/19/21
8/20/21
8/23/21
8/24/21
8/25/21
8/26/21
9/1/21
9/2/21
9/3/21
9/7/21
8/27/21
9/8/21
8/30/21
9/9/21
8/31/21
9/13/21
9/14/21
9/15/21
9/16/21
9/17/21
9/20/21
9/10/21
9/21/21
9/23/21
9/22/21
9/24/21
9/30/21
9/27/21
10/4/21
9/28/21
9/29/21
10/6/21
10/11/21
10/1/21
10/12/21
10/13/21
10/5/21
10/14/21
10/15/21
10/7/21
10/18/21
10/8/21
10/19/21
10/20/21
10/21/21
10/22/21
10/25/21
10/27/21
11/1/21
11/2/21
11/3/21
10/26/21
11/4/21
11/5/21
10/28/21
11/8/21
10/29/21
11/9/21
11/10/21
11/11/21
11/12/21
11/15/21
11/16/21
11/23/21
11/17/21
11/24/21
11/18/21
11/26/21
11/19/21
12/1/21
11/22/21
12/2/21
12/3/21
12/6/21
12/7/21
11/29/21
12/8/21
11/30/21
12/9/21
12/10/21
12/13/21
12/14/21
12/15/21
12/16/21
12/17/21
12/20/21
12/21/21
12/22/21
12/23/21
12/27/21
12/28/21
12/29/21
12/30/21
12/31/21
STOCK PERFORMANCE
UMH
MSCI US REIT
S&P 500
n
r
u
t
e
R
l
a
t
o
T
100%
80%
60%
40%
20%
0%
-20%
91.42%
43.06%
28.71%
Q1 2021
Q2 2021
Q3 2021
Q4 2021
RECENT SHARE ACTIVITY
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$19.76
23.31
25.70
27.50
2021
Low
$ 14.32
18.95
21.50
22.26
Distribution
$0.19
0.19
0.19
0.19
$0.76
High
$16.64
14.17
15.05
16.67
2020
Low
$ 8.63
10.32
11.67
13.11
Distribution
$0.18
0.18
0.18
0.18
$0.72
2021
2020
2019
2018
2017
2016
Share Volume Opening Price
Closing Price
Dividend Paid
Total Return
61,548,700
39,971,900
40,567,400
47,226,100
40,160,500
23,498,900
$14.81
$27.33
15.73
11.84
14.90
15.05
10.12
14.81
15.73
11.84
14.90
15.05
$0.76
0.72
0.72
0.72
0.72
0.72
91.42%
-0.71%
40.21%
-16.24%
3.69%
59.0%
UMH Properties, Inc. common shares are traded on the New York Stock Exchange (NYSE:UMH).
Page 16
2021 ANNUAL REPORT
FINANCIAL HIGHLIGHTS
(dollars in thousands except per share amounts) (unaudited)
Operating Information
Number of Communities
Number of Sites
Rental and Related Income
Community Operating Expenses
Community NOI
Expense Ratio
Sales of Manufactured Homes
Number of Homes Sold
Number of Rentals Added
Net Income
Net Income (Loss) Attributable to Common Shareholders
Adjusted EBITDA
FFO Attributable to Common Shareholders
Normalized FFO Attributable to Common Shareholders
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic
Diluted
Net Income (Loss) Attributable to Common Shareholders per Share
Basic
Diluted
FFO per Share - Diluted
Normalized FFO per Share - Diluted
Dividends per Common Share
Balance Sheet
Total Assets
Total Liabilities
Market Capitalization
Total Debt, Net of Unamortized Debt Issuance Costs
Equity Market Capitalization
Series C Preferred Stock
Series D Preferred Stock
Total Market Capitalization
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
December 31, 2021
December 31, 2020
127
24,025
159,010
68,046
90,964
42.8%
27,089
370
454
51,088
21,249
88,318
39,149
41,144
46,332
47,432
0.46
0.45
0.83
0.87
0.76
1,270,820
528,680
499,323
1,411,624
247,100
215,219
2,373,267
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
124
23,433
143,344
63,175
80,169
44.1%
20,265
323
858
5,055
(29,759)
79,540
26,283
29,154
41,395
41,395
(0.72)
(0.72)
0.63
0.70
0.72
1,089,413
587,605
558,486
620,819
247,100
160,854
1,587,259
Page 17
2021 ANNUAL REPORT
Same Property NOI ($ in millions)
Same Property Occupancy
$200
$175
$150
$125
$100
$75
$50
$25
$0
Rental and Related Income
Community Operating Expenses
Community NOI
2021
2020
89%
88%
87%
86%
85%
84%
83%
82%
81%
Dec 31
Mar 31
Jun 30
Sep 30
Dec 31
Mar 31
Jun 30
Sep 30
Dec 31
SAME PROPERTY STATISTICS
SAME PROPERTY PERFORMANCE
SAME PROPERTY OCCUPANCY
2020
2021
2019
2020
2021
$200
$175
$155.9
$150
$142.4
)
s
n
o
i
l
l
i
m
n
i
$
(
$125
$100
$75
$50
$25
$0
$93.4
$82.5
$59.9
$62.5
Rental and
Related Income
Community
Operating Expenses
Community NOI
89%
88%
87%
86%
85%
84%
83%
82%
81%
87.3%
87.1%
87.1%
86.3%
85.4%
85.1%
84.3%
83.1%
82.2%
Dec 31
Mar 31
Jun 30
Sep 30
Dec 31
Mar 31
Jun 30
Sep 30
Dec 31
Total Sites
Occupied Sites
Occupancy %
Number of Properties
Total Rentals
Occupied Rentals
Rental Occupancy
Monthly Rent Per Site
Monthly Rent Per Home Including Site
December 31, 2021
December 31, 2020
23,054
20,077
87.1%
122
8,487
8,132
95.8%
$484
$825
23,024
19,664
85.4%
122
8,131
7,700
94.7%
$462
$791
Page 18
2021 ANNUAL REPORT
COMPANY 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ]
[ ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ____________________ to _____________________
Commission File Number 001-12690
UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer identification number)
Maryland
22-1890929
3499 Route 9, Suite 3C, Freehold, New Jersey
(Address of principal executive offices)
07728
(Zip code)
Registrant's telephone number, including area code (732) 577-9997
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.10 par value
6.75% Series C Cumulative Redeemable Preferred Stock, $.10
par value
6.375% Series D Cumulative Redeemable Preferred Stock, $.10
par value
Trading Symbol(s)
UMH
UMH PRC
Name of exchange on which registered
New York Stock Exchange
New York Stock Exchange
UMH PRD
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. __X_Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ___Yes X No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. X Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). X Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
X
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
____
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes X No
Based upon the assumption that directors and executive officers of the registrant are not affiliates of the registrant, the aggregate market value of
the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2021 was $1.0 billion. Presuming that such directors and
executive officers are affiliates of the registrant, the aggregate market value of the voting stock of the registrant held by nonaffiliates of the
registrant at June 30, 2021 was $961.1 million.
The number of shares outstanding of issuer's common stock as of February 22, 2022 was 52,029,801 shares.
Documents Incorporated by Reference:
-Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2022 annual meeting
of shareholders, which will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2021.
-1-
TABLE OF CONTENTS
PART I .......................................................................................................................................................................... 3
Item 1 – Business ..................................................................................................................................................... 3
Item 1A – Risk Factors........................................................................................................................................... 10
Item 1B – Unresolved Staff Comments ................................................................................................................. 26
Item 2 – Properties ................................................................................................................................................. 26
Item 3 – Legal Proceedings .................................................................................................................................... 37
Item 4 – Mine Safety Disclosures .......................................................................................................................... 37
PART II ...................................................................................................................................................................... 37
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .............................................................................................................................................. 37
Item 6 – Reserved ................................................................................................................................................... 39
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ................... 39
Item 7A – Quantitative and Qualitative Disclosures about Market Risk ............................................................... 51
Item 8 – Financial Statements and Supplementary Data ........................................................................................ 52
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................... 52
Item 9A – Controls and Procedures ....................................................................................................................... 52
Item 9B – Other Information .................................................................................................................................. 54
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections .................................................... 54
PART III..................................................................................................................................................................... 54
Item 10 – Directors, Executive Officers and Corporate Governance ..................................................................... 54
Item 11 – Executive Compensation ........................................................................................................................ 54
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.............................................................................................................................................................. 54
Item 13 – Certain Relationships and Related Transactions, and Director Independence ....................................... 54
Item 14 – Principal Accountant Fees and Services ................................................................................................ 55
PART IV ..................................................................................................................................................................... 56
Item 15 – Exhibits, Financial Statement Schedules ............................................................................................... 56
Item 16 – Form 10-K Summary ............................................................................................................................. 61
SIGNATURES ........................................................................................................................................................... 62
-2-
Item 1 – Business
General Development of Business
PART I
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 private manufactured home owners. 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.
We have expanded our portfolio of manufactured home communities through numerous acquisitions. During
2021, the Company purchased three communities totaling 543 homesites, located in Alabama, Ohio and South
Carolina, for a total purchase price of $18.3 million. During 2021, the Company also purchased one community in
Florida, totaling 219 homesites, through its joint venture with Nuveen Real Estate for a total purchase price of $22.2
million. As of December 31, 2021, the Company owned and operated 127 manufactured home communities
containing approximately 24,000 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 one community 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.
-3-
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, 2021, UMH owned a total of 8,700 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 tripled the number of developed homesites by purchasing 99
communities containing approximately 17,200 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. During 2021, we
entered the Alabama and South Carolina markets by acquiring communities in those markets and acquired one
community in Florida through our joint venture with Nuveen Real Estate. 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 1,800 acres of additional land potentially available for future development. See PART I, Item 2 –
Properties, for a list of our additional acreage.
-4-
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, 2021, 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 7.2% 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 two 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 2022 will be approximately $10 - $15 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 22, 2022,
the Company had approximately 430 employees, including officers. Approximately half of our management team
and 45% of our total employee population are female. Over 34% of our employees are 40 years of age or older and
31% 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.
-5-
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 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, 2021:
Name
Eugene W. Landy
Samuel A. Landy
Anna T. Chew
Craig Koster
Brett Taft
Age
88
61
63
46
32
Position
Chairman of the Board of Directors and Founder
President and Chief Executive Officer
Vice President, Chief Financial and Accounting Officer
and Treasurer
General Counsel and Secretary
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 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.
-6-
• 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.
• Fluctuations in interest rates could materially affect our financial results.
• We may be adversely affected by the market transition away from LIBOR.
• 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 stockholders, 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.
-7-
• 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 stockholder approval.
• The market value of our preferred and common stock could decrease based on our performance and
market perception and conditions.
• The market price and trading volume of our common stock, Series C Preferred Stock and Series D
Preferred Stock may fluctuate significantly.
• 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 C Preferred Stock and Series
D Preferred Stock upon liquidation, or preferred equity securities which may be senior to our Series C
Preferred Stock and Series D Preferred Stock for purposes of dividend distributions or upon liquidation,
may adversely affect the per-share trading prices of our Series C Preferred Stock or 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.
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
-8-
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:
•
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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.
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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:
•
•
•
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•
•
•
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.
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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
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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 stockholders.
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:
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•
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•
•
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
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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 two 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
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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 127 manufactured home communities we operated as of December 31, 2021, 47 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 Department of
Environmental Protection Agencies. Currently, our community-owned manufactured homes are not subject to radon
or asbestos monitoring requirements.
Additionally, 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
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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
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:
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•
•
•
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
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
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operations, cash flow, ability to service debt and make distributions and the market price of our preferred 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 stockholders 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
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 stockholders.
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 stockholders.
Fluctuations in interest rates could materially affect our financial results. Because a portion of our debt
bears interest at variable rates, increases in interest rates could materially increase our interest expense. Interest rates
currently remain substantially below historical long-term averages and may increase in the future. If the U.S. Federal
Reserve increases short-term interest rates, this may have a significant upward impact on the interest rates that our
variable rate debt is based upon. Potential future increases in interest rates and credit spreads may increase our interest
expense and therefore negatively affect our financial condition and results of operations, and reduce our access to the
debt or equity capital markets. 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, any increases
in future interest rates could adversely affect us.
We may be adversely affected by the market transition away from the London Interbank Offered Rate
(“LIBOR”). A portion of our debt bears interest at variable rates based on LIBOR for deposits of U.S. dollars. The
United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop
encouraging or requiring banks to submit LIBOR rates after 2021. On March 5, 2021, ICE Benchmark Administration
(“IBA”), the administrator of LIBOR, announced plans to cease publication of USD LIBOR on December 31, 2021
for only the one week and two month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors.
While this announcement extends the transition period to June 2023, it is likely that, over time, LIBOR may be
replaced by the Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York or
another alternative benchmark. We are monitoring these developments and evaluating the related risks. Although the
full impact of such reforms and actions, together with the transition away from LIBOR, alternative reference rates or
other reforms, remains unclear, these changes may have a material adverse impact on the availability of financing,
including variable rate loans, and as a result on our financing costs.
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
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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:
•
•
•
•
•
the borrowers may default on these loans and not be able to make debt service payments or pay
principal when due;
the default rates may be higher than we anticipate;
demand for consumer financing may not be as great as we anticipate or may decline;
the value of property securing the installment notes receivable may be less than the amounts owed;
and
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 stockholders 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:
•
85% of our ordinary income for that year;
•
•
95% of our capital gain net earnings for that year; and
100% of our undistributed taxable income from prior years.
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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 stockholders 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 stockholders, and,
therefore, distributions may be made from borrowings. The actual amount and timing of distributions to our stockholders
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 stockholders 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.
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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 act popularly known as the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as amended by the Coronavirus
Aid, Relief, and Economic Security Act (“CARES Act”), has significantly changed the U.S. federal income taxation
of U.S. businesses and their owners, including REITs and their shareholders. On March 27, 2020, the CARES Act,
federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, was signed into law. The
CARES Act made technical corrections, or temporary modifications, to certain of the provisions of the TCJA. The
individual and collective impact of the changes made by the TCJA and the CARES Act on REITs and their security
holders are uncertain and may not become evident for some period of time. It is also possible that additional legislation
could be enacted in the future as a result of the ongoing 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;
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%;
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;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders
that are treated as attributable to gains from the sale or exchange of U.S. real property interests from
35% to 21%;
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);
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.
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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.
The TCJA and the CARES Act are subject to potential amendments and technical corrections, 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. Some technical corrections, proposed
regulations and final regulations have already been promulgated, some of which specifically address REITs. 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 stockholders 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 stockholder 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 ongoing 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 ongoing global COVID-19 pandemic, which has
disrupted financial markets and significantly impacted worldwide economic activity. The future effects of the evolving
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
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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, owns a 24% interest in the entity that is the landlord of the property where the Company’s corporate
office space is located. 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. Eugene 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.
We may amend our business policies without stockholder 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 stockholders. Accordingly, stockholders 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 stockholders.
The market value of our preferred and common stock could decrease based on our performance and market
perception and conditions. The market value of our preferred 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 preferred 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
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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;
changes in our funds from operations or earnings estimates;
publication of research reports about us or the real estate industry;
prevailing interest rates;
the market for similar securities;
changes in market valuations of similar companies;
adverse market reaction to any additional debt we incur in the future;
additions or departures of key management personnel;
actions by institutional stockholders;
speculation in the press or investment community;
the extent of investor interest in our securities;
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;
our underlying asset value;
investor confidence in the stock and bond markets, generally;
changes in tax laws;
future equity issuances;
failure to meet earnings estimates;
failure to maintain our REIT status;
changes in valuation of our REIT securities portfolio;
general economic and financial market conditions;
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• war, terrorist acts and epidemic disease, including the ongoing COVID-19 pandemic;
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our issuance of debt or preferred equity securities;
our financial condition, results of operations and prospects; and
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.
The market prices and trading volumes of our Series C Preferred Stock and Series D Preferred Stock may
fluctuate significantly. Although our Series C Preferred Stock and Series D Preferred Stock are listed and traded on
the NYSE, the trading markets for the Series C Preferred Stock and Series D Preferred Stock are limited. Since the
Series C Preferred Stock and the Series D Preferred Stock have no maturity dates, investors seeking liquidity may
elect to sell their shares of Series C Preferred Stock or Series D Preferred Stock in the secondary market. If an active
trading market does not exist, the market price and liquidity of the Series C Preferred Stock or 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 C Preferred Stock or the Series D Preferred Stock will equal or exceed the price that
investors in the Series C Preferred Stock or the Series D Preferred Stock paid for their shares.
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 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, Series
C Preferred Stock or Series D Preferred Stock. The per-share trading price of our Common Stock, Series C Preferred
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Stock or Series D Preferred Stock may decline significantly upon the sale or registration of additional shares of our
Common Stock, Series C Preferred Stock or Series D Preferred Stock.
Future issuances of our debt securities, which would be senior to our Series C Preferred Stock and Series
D Preferred Stock upon liquidation, or preferred equity securities which may be senior to our Series C Preferred
Stock and Series D Preferred Stock for purposes of dividend distributions or upon liquidation, may adversely affect
the per-share trading prices of our Series C Preferred Stock or 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 C Preferred Stock or 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 C Preferred Stock or 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 C Preferred Stock or Series
D Preferred Stock. Any such future issuances may adversely affect the trading price of our Series C Preferred Stock
or 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 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 on 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:
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• 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 stockholders from
voting on the election of more than one class of directors at any annual meeting of stockholders, 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 stockholders 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 stockholders 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 stockholders entitled to cast at least a majority of all votes entitled to be cast at such
meeting is necessary for stockholders to call a special meeting. We also require advance notice by
common stockholders for the nomination of directors or proposals of business to be considered at a
meeting of stockholders.
• 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.
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“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. In our
charter, we have expressly elected that the Maryland Business Combination Act not govern or apply to
any transaction with our affiliated company, Monmouth Real Estate Investment Corporation
(“MREIC”), a Maryland corporation.
• 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 stockholders whose preferential rights on dissolution are superior to those receiving the
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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. stockholders 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
-25-
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.
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, 2021, the Company owned 127 manufactured home communities containing approximately 24,000
developed sites, 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 one community in Florida
through its joint venture. 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, 2021.
Name of Community
Allentown
4912 Raleigh-Millington Road
Memphis, TN 38128
Arbor Estates
1081 North Easton Road
Doylestown, PA 18902
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
434
97%
97%
87
18
$513
230
97%
94%
31
-0-
$784
-26-
Name of Community
Auburn Estates
919 Hostetler Road
Orrville, OH 44667
Bayshore Estates
105 West Shoreway Drive
Sandusky, OH 44870
Birchwood Farms
8057 Birchwood Drive
Birch Run, MI 48415
Boardwalk
2105 Osolo Road
Elkhart, IN 46514
Broadmore Estates
148 Broadmore Estates
Goshen, IN 46528
Brookside Village
107 Skyline Drive
Berwick, PA 18603
Brookview Village
2025 Route 9N, Lot 137
Greenfield Center, NY 12833
Camelot Village
2700 West 38th Street
Anderson, IN 46013
Camelot Woods
500 Earnhardt Dr.
Altoona, PA 16601
Candlewick Court
1800 Candlewick Drive
Owosso, MI 48867
Carsons
649 North Franklin St. Lot 116
Chambersburg, PA 17201
Catalina
6501 Germantown Road
Middletown, OH 45042
Cedarcrest Village
1976 North East Avenue
Vineland, NJ 08360
Chambersburg I & II
5368 Philadelphia Ave Lot 34
Chambersburg, PA 17201
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
42
95%
93%
13
-0-
$394
206
84%
N/A
56
-0-
$367
143
95%
95%
28
-0-
$500
195
98%
97%
45
-0-
$419
390
93%
90%
93
19
$505
170
82%
80%
37
2
$501
172
92%
92%
46
64
$580
95
96%
92%
32
50
$324
149
55%
54%
32
-0-
$311
211
70%
72%
40
-0-
$521
131
85%
84%
14
4
$458
462
73%
66%
75
26
$476
283
99%
96%
71
30
$693
99
76%
78%
11
-0-
$430
-27-
Name of Community
Chelsea
459 Chelsea Lane
Sayre, PA 18840
Cinnamon Woods
70 Curry Avenue
Conowingo, MD 21918
City View
110 Fort Granville Lot C5
Lewistown, PA 17044
Clinton Mobile Home Resort
60 N State Route 101
Tiffin, OH 44883
Collingwood
358 Chambers Road Lot 001
Horseheads, NY 14845
Colonial Heights
917 Two Ridge Road
Wintersville, OH 43953
Countryside Estates
1500 East Fuson Road
Muncie, IN 47302
Countryside Estates
6605 State Route 5
Ravenna, OH 44266
Countryside Village/ Duck River Estates
200 Early Road
Columbia, TN 38401
Cranberry Village
100 Treesdale Drive
Cranberry Township, PA 16066
Crestview
Wolcott Hollow Rd & Route 220
Athens, PA 18810
Cross Keys Village
259 Brown Swiss Circle
Duncansville, PA 16635
Crossroads Village
549 Chicory Lane
Mount Pleasant, PA 15666
Dallas Mobile Home Community
1104 N 4th Street
Toronto, OH 43964
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
84
99%
96%
12
-0-
$464
62
100%
98%
10
67
$569
57
96%
95%
20
116
99%
100%
23
2
1
$370
$464
102
85%
90%
20
-0-
$504
160
96%
88%
31
1
$370
164
85%
80%
44
20
$399
142
96%
95%
27
-0-
$397
376
92%
89%
79
103
$436
187
98%
98%
36
-0-
$639
98
92%
95%
19
-0-
$426
132
93%
89%
21
2
$517
34
76%
79%
9
-0-
$423
145
92%
86%
21
-0-
$298
-28-
Name of Community
Deer Meadows
1291 Springfield Road
New Springfield, OH 44443
Deer Run
3142 Flynn Road Lot 194
Dothan, AL 36303
D & R Village
430 Route 146 Lot 65A
Clifton Park, NY 12065
Evergreen Estates
425 Medina Street
Lodi, OH 44254
Evergreen Manor
26041 Aurora Avenue
Bedford, OH 44146
Evergreen Village
9249 State Route 44
Mantua, OH 44255
Fairview Manor
2110 Mays Landing Road
Millville, NJ 08332
Fifty-One Estates
Hayden Boulevard
Elizabeth, PA 15037
Forest Creek
855 E. Mishawaka Road
Elkhart, IN 46517
Forest Park Village
102 Holly Drive
Cranberry Township, PA 16066
Fox Chapel Village
7 Greene Drive
Cheswick, PA 15024
Frieden Manor
102 Frieden Manor
Schuylkill Haven, PA 17972
Friendly Village
27696 Oregon Road
Perrysburg, OH 43551
Green Acres
4496 Sycamore Grove Road
Chambersburg, PA 17201
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
98
94%
95%
22
8
$373
195
31%
N/A
33
-0-
$175
234
95%
94%
44
-0-
$647
55
96%
98%
10
3
$393
68
90%
90%
7
-0-
$369
50
86%
92%
10
4
$419
317
96%
95%
66
132
$729
171
89%
86%
42
6
$467
167
96%
95%
37
-0-
$534
246
94%
95%
79
-0-
$581
120
97%
92%
23
2
$405
193
97%
92%
42
22
$535
824
52%
49%
101
-0-
$428
24
92%
96%
6
-0-
$450
-29-
Name of Community
Gregory Courts
1 Mark Lane
Honey Brook, PA 19344
Hayden Heights
5501 Cosgray Road
Dublin, OH 43016
Heather Highlands
109 Main Street
Inkerman, PA 18640
High View Acres
399 Blue Jay Lane
Apollo, PA 15613
Highland
1875 Osolo Road
Elkhart, IN 46514
Highland Estates
60 Old Route 22
Kutztown, PA 19530
Hillcrest Crossing
100 Lorraine Drive
Lower Burrell, PA 15068
Hillcrest Estates
14200 Industrial Parkway
Marysville, OH 43040
Hillside Estates
Snyder Avenue
Greensburg, PA 15601
Holiday Village
201 Grizzard Avenue
Nashville, TN 37207
Holiday Village
1350 Co Road 3
Elkhart, IN 46514
Holly Acres Estates
7240 Holly Dale Drive
Erie, PA 16509
Hudson Estates
100 Keenan Road
Peninsula, OH 44264
Huntingdon Pointe
240 Tee Drive
Tarrs, PA 15688
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
39
97%
90%
9
-0-
$713
115
99%
98%
19
-0-
$448
408
74%
74%
79
-0-
$508
154
84%
83%
43
-0-
$423
246
90%
88%
42
-0-
$437
317
98%
97%
98
65
$653
198
80%
75%
60
16
$357
219
98%
96%
46
45
$479
89
92%
95%
29
20
$394
319
79%
90%
36
29
$514
326
87%
85%
53
153
96%
93%
30
2
9
$527
$428
159
94%
91%
19
-0-
$353
76
97%
91%
45
4
$329
-30-
Name of Community
Independence Park
355 Route 30
Clinton, PA 15026
Iris Winds
1230 South Pike East Lot 144
Sumter, SC 29153
Kinnebrook
351 State Route 17B
Monticello, NY 12701
Lake Erie Estates
3742 East Main Street, Apt 1
Fredonia, NY 14757
Lake Sherman Village
7227 Beth Avenue, SW
Navarre, OH 44662
Lakeview Meadows
11900 Duff Road, Lot 58
Lakeview, OH 43331
Laurel Woods
1943 St. Joseph Street
Cresson, PA 16630
Little Chippewa
11563 Back Massillon Road
Orrville, OH 44667
Maple Manor
18 Williams Street
Taylor, PA 18517
Marysville Estates
548 North Main Street
Marysville, OH 43040
Meadowood
9555 Struthers Road
New Middletown, OH 44442
Meadows
11 Meadows
Nappanee, IN 46550
Meadows of Perrysburg
27484 Oregon Road
Perrysburg, OH 43551
Melrose Village
4400 Melrose Drive, Lot 301
Wooster, OH 44691
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
92
96%
91%
36
15
$431
142
44%
N/A
24
-0-
$195
250
100%
98%
66
8
$654
162
69%
70%
21
-0-
$412
250
95%
94%
63
34
$515
79
96%
99%
21
32
$405
208
82%
76%
43
-0-
$462
62
97%
92%
13
-0-
$409
318
79%
82%
71
-0-
$437
306
67%
65%
58
-0-
$440
122
93%
93%
20
-0-
$467
335
80%
77%
61
-0-
$459
191
97%
93%
47
8
$449
293
95%
91%
71
-0-
$410
-31-
Name of Community
Melrose West
4455 Cleveland Road
Wooster, OH 44691
Memphis Blues (1)
1401 Memphis Blues Avenue
Memphis, TN 38127
Monroe Valley
15 Old State Road
Jonestown, PA 17038
Moosic Heights
118 1st Street
Avoca, PA 18641
Mount Pleasant Village
549 Chicory Lane
Mount Pleasant, PA 15666
Mountaintop
Mountain Top Lane
Narvon, PA 17555
Mountain View (2)
Van Dyke Street
Coxsackie, NY 12501
New Colony
3101 Homestead Duquesne Road
West Mifflin, PA 15122
Northtowne Meadows
6255 Telegraph Road
Erie, MI 48133
Oak Ridge Estates
1201 Country Road 15 (Apt B)
Elkhart, IN 46514
Oakwood Lake Village
308 Gruver Lake
Tunkhannock, PA 18657
Olmsted Falls
26875 Bagley Road
Olmsted Township, OH 44138
Oxford Village
2 Dolinger Drive
West Grove, PA 19390
Parke Place
2331 Osolo Road
Elkhart, IN 46514
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
29
100%
100%
27
3
$422
90
92%
69%
16
78
$478
44
95%
98%
11
-0-
$569
149
93%
93%
35
-0-
$452
114
95%
97%
19
-0-
$367
39
90%
92%
11
2
$656
-0-
N/A
N/A
-0-
220
$-0-
113
74%
68%
16
-0-
$471
380
90%
87%
85
-0-
$435
205
99%
96%
40
-0-
$529
78
74%
67%
40
-0-
$513
124
98%
97%
15
-0-
$465
224
99%
98%
59
2
$750
364
98%
97%
94
15
$425
-32-
Name of Community
Perrysburg Estates
23720 Lime City Road
Perrysburg, OH 43551
Pikewood Manor
1780 Lorain Boulevard
Elyria, OH 44035
Pine Ridge Village/Pine Manor
100 Oriole Drive
Carlisle, PA 17013
Pine Valley Estates
1283 Sugar Hollow Road
Apollo, PA 15613
Pleasant View Estates
6020 Fort Jenkins Lane
Bloomsburg, PA 17815
Port Royal Village
485 Patterson Lane
Belle Vernon, PA 15012
Redbud Estates
1800 West 38th Street
Anderson, IN 46013
River Valley Estates
2066 Victory Road
Marion, OH 43302
Rolling Hills Estates
14 Tip Top Circle
Carlisle, PA 17015
Rostraver Estates
1198 Rostraver Road
Belle Vernon, PA 15012
Sandy Valley Estates
11461 State Route 800 N.E.
Magnolia, OH 44643
Shady Hills
1508 Dickerson Pike #L1
Nashville, TN 37207
Somerset Estates/Whispering Pines
1873 Husband Road
Somerset, PA 15501
Southern Terrace
1229 State Route 164
Columbiana, OH 44408
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
133
95%
88%
26
7
$393
490
88%
84%
86
31
$461
194
89%
88%
50
30
$597/$612
213
82%
77%
38
-0-
$413
110
85%
81%
21
9
$443
476
63%
63%
101
-0-
$515
580
96%
94%
128
21
$280
231
86%
85%
60
-0-
$433
90
96%
90%
31
1
$426
66
91%
89%
17
66
$510
364
75%
74%
102
10
$468
212
89%
91%
25
-0-
$499
249
84%
82%
74
24
$427/$509
118
99%
100%
26
4
$395
-33-
Name of Community
Southwind Village
435 E. Veterans Highway
Jackson, NJ 08527
Spreading Oaks Village
7140-29 Selby Road
Athens, OH 45701
Springfield Meadows
4100 Troy Road
Springfield, OH 45502
Suburban Estates
33 Maruca Drive
Greensburg, PA 15601
Summit Estates
3305 Summit Road
Ravenna, OH 44266
Summit Village
246 North 500 East
Marion, IN 46952
Sunny Acres
272 Nicole Lane
Somerset, PA 15501
Sunnyside
2901 West Ridge Pike
Eagleville, PA 19403
Trailmont
122 Hillcrest Road
Goodlettsville, TN 37072
Twin Oaks I & II
27216 Cook Road Lot 1-A
Olmsted Township, OH 44138
Twin Pines
2011 West Wilden Avenue
Goshen, IN 46528
Valley High
229 Fieldstone Lane
Ruffs Dale, PA 15679
Valley Hills
4364 Sandy Lake Road
Ravenna, OH 44266
Valley Stream
60 Valley Stream
Mountaintop, PA 18707
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
250
99%
99%
36
-0-
$614
148
95%
92%
37
24
$459
123
95%
97%
43
77
$403
200
96%
95%
36
-0-
$440
141
97%
98%
25
1
$404
100
87%
85%
25
33
$277
207
95%
94%
55
63
84%
86%
8
3
1
$436
$747
129
95%
92%
32
-0-
$508
141
97%
96%
21
-0-
$566
219
92%
84%
48
2
$498
75
87%
95%
13
16
$393
267
97%
98%
66
67
$398
143
78%
77%
37
6
$384
-34-
Name of Community
Valley View I
1 Sunflower Drive
Ephrata, PA 17522
Valley View II
1 Sunflower Drive
Ephrata, PA 17522
Valley View – Honey Brook
1 Mark Lane
Honey Brook, PA 19344
Voyager Estates
1002 Satellite Drive
West Newton, PA 15089
Waterfalls Village
3450 Howard Road Lot 21
Hamburg, NY 14075
Wayside
1000 Garfield Avenue
Bellefontaine, OH 43331
Weatherly Estates
271 Weatherly Drive
Lebanon, TN 37087
Wellington Estates
58 Tanner Street
Export, PA 15632
Woodland Manor
338 County Route 11, Lot 165
West Monroe, NY 13167
Woodlawn Village
265 Route 35
Eatontown, NJ 07724
Woods Edge
1670 East 650 North
West Lafayette, IN 47906
Wood Valley
2 West Street
Caledonia, OH 43314
Worthington Arms
5277 Columbus Pike
Lewis Center, OH 43035
Youngstown Estates
999 Balmer Road
Youngstown, NY 14174
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
104
98%
98%
19
-0-
$579
43
100%
100%
7
-0-
$597
144
92%
90%
28
13
$703
259
68%
65%
72
20
$391
196
83%
82%
35
-0-
$634
82
94%
93%
16
5
$355
271
100%
96%
41
-0-
$463
206
84%
72%
46
1
$336
148
72%
71%
77
-0-
$415
156
92%
91%
14
-0-
$706
599
59%
58%
151
50
$437
160
71%
68%
31
56
$386
222
94%
92%
36
-0-
$637
89
64%
66%
14
59
$397
-35-
Name of Community
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/20 Developed
at 12/31/21
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/21
Total
24,025
86.0%
85.0%
5,150
1,830
$480
(1) 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 134 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.
(2) We are currently seeking site plan approvals for approximately 360 sites for this property.
The Company also has 1,830 undeveloped acres that may be developed into approximately 7,300 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 recently-formed joint
venture with Nuveen Real Estate owns a newly-developed all-age, manufactured home community named Sebring
Square, 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.
Significant Properties
The Company operated manufactured home properties with an approximate cost of $1.2 billion as of
December 31, 2021. These properties consist of 127 separate manufactured home communities and related
improvements (excluding the Sebring Square community in Florida acquired in December 2021, which is 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 580
developed sites, Pikewood Manor (Ohio) with 490 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
2022 to 2031, with a weighted average term of 5.2 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 3.8% at both December 31, 2021 and 2020. The aggregate balances of these
mortgages, net of unamortized debt issuance costs, totaled $452.6 million and $471.5 million at December 31, 2021
and 2020, respectively. (For additional information, see Part IV, Item 15(a) (1) (vi), Note 6 of the Notes to
Consolidated Financial Statements – Loans and Mortgages Payable).
Joint Venture with Nuveen Real Estate
In December 2021, the Company and Nuveen Real Estate (“Nuveen Real Estate”), a part of Nuveen Global
Investments LLC, 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. Nuveen Real Estate and the Company agreed to initially fund up to $70 million of equity capital for
acquisitions during a 24-month commitment period, with Nuveen Real Estate 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. Committed capital will be funded 60% by Nuveen Real Estate
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.
On December 22, 2021, the joint venture closed on the acquisition of a newly developed all-age, manufactured home
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community named Sebring Square, located in Sebring, Florida, for a total purchase price of $22.2 million. This
community contains 219 developed homesites situated on approximately 39 acres. For additional information about
the Company’s joint venture with Nuveen Real Estate, see Note 5, "Investments in Joint Venture," 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 13 of the Notes to Consolidated Financial Statements –
Commitments, Contingencies and Legal Matters.
Item 4 – Mine Safety Disclosures
Not Applicable.
PART II
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
The Company’s common stock and its Series C Preferred Stock and Series D Preferred Stock are traded on
the New York Stock Exchange (“NYSE”), under the symbols “UMH”, “UMHPRC” and “UMHPRD”, respectively.
Effective February 9, 2022, the Company’s common stock also began trading on the Tel Aviv Stock Exchange.
Shareholder Information
As of February 18, 2022, there were 1,292 registered shareholders of the Company’s common stock based
on the number of record owners. Because many shares of the Company’s common stock are held by brokers and
other institutions on behalf of their clients, we believe there are considerably more beneficial holders of our common
stock than record holders.
Dividends
During the year ended December 31, 2021, the Company paid quarterly cash dividends to holders of its
common stock of $0.19 per share. On January 12, 2022, the Company’s Board of Directors approved an increase in
the quarterly cash dividend to $0.20 per share, representing an annualized dividend rate of $0.80 per share. The
increase will be effective commencing with the payment to be made on March 15, 2022 to shareholders of record as
of the close of business on February 15, 2022.
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
On January 13, 2021, 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
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any time at the Company's discretion without prior notice. Although the Repurchase Program remains in effect, during
2021, the Company did not repurchase any shares of its Common Stock.
Comparative Stock Performance
The following line graph compares the total return of the Company’s common stock for the last five years to
the FTSE NAREIT All REITs Index published by the National Association of Real Estate Investment Trusts
(“NAREIT”) and to the S&P 500 Index for the same period. The graph assumes a $100 investment in our common
stock and in each of the indexes listed below on December 31, 2016 and the reinvestment of all dividends. The total
return reflects stock price appreciation and dividend reinvestment for all three comparative indices. The information
herein has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness is
guaranteed. Our stock performance shown in the graph below is not necessarily indicative of future stock
performance.
250
200
150
100
50
0
s
r
a
l
l
o
D
233
231
180
181
127
121
153
134
122
122
109
104
100
116
104
87
2016
2017
2018
2019
2020
2021
YEAR ENDED DECEMBER 31,
UMH PROPERTIES, INC.
FTSE NAREIT ALL REIT
S & P 500
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Item 6 – Reserved
Not applicable.
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
2021 Accomplishments
During 2021, UMH made substantial progress on multiple fronts – generating solid operating results,
achieving strong growth and improving our financial position. We have:
•
•
•
•
•
•
•
Increased Rental and Related Income by 11%;
Increased Community Net Operating Income (“NOI”) by 13%;
Increased Normalized Funds from Operations (“Normalized FFO”) by 41% and Normalized FFO per share
by 24%;
Improved our Operating Expense ratio by 130 basis points to 42.8%;
Increased Same Property NOI by 13%;
Increased Same Property Occupancy by 413 sites from 85.4% to 87.1% or 170 basis points;
Increased our rental home portfolio by 454 homes to approximately 8,700 total rental homes, representing
an increase of 6%;
Increased rental home occupancy by 90 basis points from 94.6% to 95.5%;
Increased Sales of Manufactured Homes by 34%;
•
•
• Acquired three communities containing approximately 543 homesites for a total cost of approximately $18.3
million (in addition to one community acquired in December 2021 by our joint venture with Nuveen Real
Estate);
Increased our Total Market Capitalization by 50% to $2.4 billion at yearend;
Increased our Equity Market Capitalization by 127% to $1.4 billion at yearend;
•
•
• Reduced our Net Debt to Total Market Capitalization from 34% at 2020 to 16% at 2021;
•
Issued and sold approximately 8.2 million shares of Common Stock through At-the-Market Sale Programs
for our Common Stock at a weighted average price of $22.14 per share, generating gross proceeds of $182.0
million and net proceeds of $179.1 million, after offering expenses;
Issued and sold, through an At-the-Market Sale Program for our Preferred Stock, 2.2 million shares of Series
D Preferred Stock at a weighted average price of $24.89 per share, generating total gross proceeds of $54.1
million and total net proceeds of $53.2 million, after offering expenses; and
•
• Entered into a joint venture with Nuveen Real Estate, a TIAA company, for the purpose of development or
acquisition of new manufactured housing communities, with an initial capital commitment by the joint
venture partners of at least $70 million and potentially up to $170 million, 60% of which would be provided
by Nuveen Real Estate and 40% of which would be provided by the Company. The joint venture acquired
one community, containing approximately 219 developed home sites, for a total purchase price of $22.2
million.
Refer to the discussion below in this Item 7, Management’s Discussion and Analysis of Financial Condition, Results of Operations, and Non-GAAP
Measures, contained in this Form 10-K for information regarding the presentation of community NOI, and for the presentation and reconciliation
of funds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.
Overview
The following discussion and analysis of the consolidated financial condition and results of operations should
be read in conjunction with the historical Consolidated Financial Statements and Notes thereto included elsewhere in
this Form 10-K.
The Company is a Maryland corporation that operates as a self-administered, self-managed REIT with
headquarters in Freehold, New Jersey. The Company’s primary business is the ownership and operation of
manufactured home communities, which includes leasing manufactured home spaces on an annual or month-to-month
basis to residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable
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REIT subsidiary, 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.
As of December 31, 2021, we owned and operated 127 manufactured home communities containing
approximately 24,000 developed homesites. These communities are located in New Jersey, New York, Ohio,
Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. UMH has continued to execute
our growth strategy of purchasing well-located communities in our target markets, including the energy-rich Marcellus
and Utica Shale regions. During the year ended December 31, 2021, we purchased three manufactured home
communities, located in Alabama, Ohio and South Carolina, for an aggregate purchase price of $18.3 million. These
acquisitions added approximately 543 developed homesites to our portfolio. The Company also operates one
community in Florida owned by the Company’s joint venture with Nuveen Real Estate that was formed in December
2021.
The Company earns income from the operation of its manufactured home communities, leasing of
manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes and the
brokering of home sales and revenue under cable service agreements as well as from appreciation in the values of the
manufactured home communities and vacant land owned by the Company. In addition, the Company receives
property management and other fees from its joint venture with Nuveen Real Estate. Management views the Company
as a single segment based on its method of internal reporting in addition to its allocation of capital and resources. The
Company also invests in equity securities of other REITs which the Company generally limits to no more than
approximately 15% of its undepreciated assets.
Occupancy in our properties, as well as our ability to increase rental rates, directly affects revenues. In 2021,
total income increased 14% from the prior year due to the acquisition and rental programs, rent increases and the
growth of our sales business and Community NOI (as defined below) increased 13% from the prior year. Overall
occupancy was 86.0% and 85.0% at December 31, 2021 and 2020, respectively. Overall occupancy includes
communities acquired in 2021 with an average occupancy of 59%. Same property occupancy, which includes
communities owned and operated as of January 1, 2020, increased from 85.4% at December 31, 2020 to 87.1% at
December 31, 2021. (Unless expressly indicated, information in this report with respect to the Company’s properties,
including financial and operating results for the year ended December 31, 2021, does not include the property owned
by the Company’s joint venture with Nuveen Real Estate.)
Sales of manufactured homes performed well during 2021, increasing by 34% year-over-year. Demand for
quality affordable housing remains healthy. Conventional single-family home prices continue their rise supported by
low inventories and increasing sales. As for-sale inventory remains limited, a large share of housing demand will be
looking at alternative forms of housing. Our property type offers substantial comparative value that should result in
increased demand.
The macro-economic environment and current housing fundamentals continue to favor home rentals. Rental
homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and
the amenities of community living for less than the cost of other forms of affordable housing. We continue to see
strong demand for rental homes. During 2021, our portfolio of rental homes increased by 454 homes. Occupied rental
homes represent approximately 40.2% of total occupied sites. Occupancy in rental homes continues to be strong and
is at 95.5% as of December 31, 2021. We compare favorably with other types of rental housing, including apartments,
and we will continue to allocate capital to rental home purchases, as demand dictates.
The Company holds a portfolio of marketable equity securities of other REITs with a fair value of $113.7
million at December 31, 2021, representing 7.2% of our undepreciated assets (total assets excluding accumulated
depreciation). The REIT securities portfolio provides the Company with additional diversification, liquidity and
income, and serves as a proxy for real estate when more favorable risk adjusted returns are not available. As of
December 31, 2021, 2% of the Company’s portfolio consisted of REIT preferred stocks and 98% consisted of REIT
common stocks.
The Company invests in these REIT securities and, from time to time, may use margin debt when an adequate
yield spread can be obtained. The Company’s weighted average yield on the securities portfolio was approximately
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4.4% at December 31, 2021. At December 31, 2021, the Company had unrealized losses of $14.3 million in its REIT
securities portfolio. During 2021, the Company sold positions in securities, generating realized gains of 2.3 million.
It is our intent to hold these securities for investment on a long-term basis.
The Company continues to strengthen its balance sheet. During 2021, the Company raised approximately
$9.8 million in new capital through the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). During the year
ended December 31, 2021, through an At-the-Market Sale Program for our Series C Preferred Stock and Series D
Preferred Stock (the “2020 Preferred ATM Program”), the Company issued and sold a total of 2.2 million shares of
our Series D Preferred Stock, generating gross proceeds of $54.1 million and net proceeds of $53.2 million, after
offering expenses.
During the year ended December 31, 2021, through an At-the-Market Sale Program for our Common Stock
(the “2020 Common ATM Program”), that we commenced in June 2020 and an At-the-Market Sale Program (the
“2021 Common ATM Program”) that we commenced in August 2021, the Company issued and sold a total of 8.2
million shares of our Common Stock, generating gross proceeds of $182.0 million and net proceeds of $179.1 million,
after offering expenses.
The Company believes that its capital structure, which allows for the ownership of assets using a balanced
combination of equity obtained through the issuance of common stock, preferred stock and debt, will enhance
shareholder returns as the properties appreciate over time.
At December 31, 2021, the Company had approximately $116.2 million in cash and cash equivalents and
$50 million available on our credit facility, with an additional $50 million potentially available pursuant to an
accordion feature. We also had $31.6 million available on our revolving lines of credit for the financing of home sales
and the purchase of inventory and $15 million available on our line of credit secured by rental homes and rental homes
leases. Subsequent to year end, the Company completed an offering to investors in Israel of $102.7 million principal
amount of its 4.72% Series A Bonds due February 28, 2027.
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring
communities that over time are expected to yield in excess of our cost of funds and then making physical
improvements, including adding rental homes onto otherwise vacant sites. In 2020 and 2021, we added a total of five
manufactured home communities to our portfolio, encompassing approximately 850 developed sites. These
manufactured home communities were acquired with an average occupancy rate of 61%. The Company will utilize
the rental home program to seek to increase occupancy rates and improve operating results at these communities. In
addition, on behalf of our recently-formed joint venture with Nuveen Real Estate, we will seek opportunities to acquire
manufactured home communities that are under development and/or newly developed and meet certain other
investment guidelines. There is no guarantee that acquisition opportunities will continue to materialize or that the
Company will be able to take advantage of such opportunities. The growth of our real estate portfolio and success of
the joint venture depends on the availability of suitable properties which meet the Company’s investment criteria and
appropriate financing. Competition in the market areas in which the Company operates is significant and affects
acquisitions, occupancy levels, rental rates and operating expenses of certain properties.
See PART I, Item 1- Business and Item 1A – Risk Factors for a more complete discussion of the economic
and industry-wide factors relevant to the Company, the Company's lines of business and principal products and
services, and the opportunities, challenges and risks on which the Company is focused.
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Acquisitions in 2021 and 2020
The following table lists the property acquisitions completed by the Company during the years ended
December 31, 2021 and 2020:
Date of
Acquisition
State
Number
of Sites
Purchase
Price (in
thousands)
Number
of Acres
Occupancy
at
Acquisition
Community
Acquisitions in 2021
Deer Run
Iris Winds
Bayshore Estates
Total 2021
Acquisitions in 2020
January 8, 2021
January 21, 2021
June 1, 2021
AL
SC
OH
Camelot Woods
Lake Erie Estates
July 24, 2020
September 21, 2020
PA
NY
Total 2020
195
142
206
543
147
163
310
$4,555
3,445
10,300
$18,300
$3,340
4,500
$7,840
33
24
56
113
27
21
48
37%
49%
86%
59%
56%
71%
64%
In addition to the acquisitions shown above, on December 22, 2021, the Company, on behalf of its joint
venture with Nuveen Real Estate, closed on the acquisition of Sebring Square, a newly developed manufactured
home community located in Sebring, Florida containing 219 developed homesites, for a total purchase price of $22.2
million. This community is situated on approximately 39 acres and is now open for occupancy. The joint venture
realized minimal revenue from this community during 2021.
Results of Operations
2021 vs. 2020
Rental and related income increased from $143.3 million for the year ended December 31, 2020 to $159.0
million for the year ended December 31, 2021, or 11%. This increase was due to the acquisitions during 2020 and
2021, as well as an increase in rental rates, same property occupancy and additional rental homes. During 2021, the
Company raised rental rates by 3% to 4% at most communities. Rent increases vary depending on overall market
conditions and demand. Occupancy, as well as the ability to increase rental rates, directly affects revenues. The
Company has been acquiring communities with vacant sites that can potentially be occupied and earn income in the
future. Overall occupancy was 86.0% and 85.0% at December 31, 2021 and 2020, respectively. Overall occupancy
includes communities acquired in 2021 and 2020, which had an average occupancy of 59% and 64%, respectively, at
the time of acquisition. Same property occupancy has increased from 85.4% at December 31, 2020 to 87.1% at
December 31, 2021. (The same property occupancy rate is exclusive of the sites at Memphis Blues, which is under
redevelopment due to a flood in 2011.) Demand for rental homes continues to be strong. As of December 31, 2021,
we had approximately 8,700 rental homes with an occupancy rate of 95.5%. We continue to evaluate the demand for
rental homes and will invest in additional homes as demand dictates.
Community operating expenses increased from $63.2 million for the year ended December 31, 2020 to $68.0
million for the year ended December 31, 2021, or 8%. This increase was primarily due to new acquisitions, and
increases in snow removal costs, tree removal, water and sewer, real estate taxes and payroll and personnel costs.
Community NOI increased from $80.2 million for the year ended December 31, 2020 to $91.0 million for
the year ended December 31, 2021, or 13%. This increase was primarily due to the acquisitions during 2020 and 2021
and an increase in rental rates, occupancy and rental homes. The operating expense ratio (defined as community
operating expenses divided by rental and related income) improved from 44.1% in 2020 to 42.8% for 2021. Many
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recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few
years of ownership. In addition, expansions of our communities may require investments in infrastructure before we
can generate revenue from additional sites. Because most of the community expenses consist of fixed costs, as
occupancy rates increase, these expense ratios are expected to continue to improve. Since the Company has the ability
to increase its rental rates annually, increasing costs due to inflation and changing prices have generally not had a
material effect on revenues and income from continuing operations.
Sales of manufactured homes increased from $20.3 million for the year ended December 31, 2020 to $27.1
million for the year ended December 31, 2021, or 34%. The total number of homes sold was 370 homes in 2021 as
compared to 323 homes in 2020. There were 182 new homes sold in 2021 as compared to 140 in 2020. The Company’s
average sales price was approximately $73,000 and $63,000 for the years ended December 31, 2021 and 2020,
respectively. Cost of sales of manufactured homes increased from $14.4 million for the year ended December 31, 2020 to
$20.1 million for the year ended December 31, 2021, or 39%. The gross profit percentage was 26% and 29% for 2021
and 2020, respectively. Selling expenses decreased from $4.9 million for the year ended December 31, 2020 to $4.8
million for the year ended December 31, 2021, or 3%. Gain from the sales operations (defined as sales of manufactured
homes less cost of sales of manufactured homes less selling expenses less interest on the financing of inventory) increased
from a gain of $768,000 for the year ended December 31, 2020 to a gain of $2.0 million for the year ended December 31,
2021. Many of the costs associated with sales, such as rent, salaries, and to an extent, advertising and promotion, are fixed.
The National Association of Realtors reported that in December 2021, sales of existing homes grew 9% from December
2020. Home prices have continued their rise as fewer sellers are listing homes and inventories decline. With the passage
of time, the inherent relative affordability of our property type becomes more and more apparent, which should result in
increased demand. The Company continues to be optimistic about future sales and rental prospects given the fundamental
need for affordable housing. The Company believes that sales of new homes produce new revenue and represent an
investment in the upgrading of our communities.
General and administrative expenses increased from $11.1 million for the year ended December 31, 2020 to
$14.1 million for the year ended December 31, 2021, or 27%. These increases were due to an increase in personnel
costs, including an increase in the bonus accrual based on FFO metrics and an increase in stock-based compensation,
including special restricted stock grants for the 2020 groundbreaking Fannie Mae financing. General and
administrative expenses, excluding non-recurring expenses, as a percentage of gross revenue (total income plus
interest, dividend and other income) was 6.2% and 6.4% at December 31, 2021 and 2020, respectively.
Depreciation expense increased from $41.7 million for the year ended December 31, 2020 to $45.1 million
for the year ended December 31, 2021, or 8%. This increase was primarily due to the acquisitions and the increase in
rental homes during 2021 and 2020.
Interest income increased from $2.9 million for the year ended December 31, 2020 to $3.4 million for the
year ended December 31, 2021, or 15%. This increase was primarily due to an increase in the average balance of
notes receivable from $40.4 million for the year ended December 31, 2020 to $48.6 million for the year ended
December 31, 2021.
Dividend income decreased from $5.7 million for the year ended December 31, 2020 to $5.1 million for the
year ended December 31, 2021, or 11%. This decrease was primarily due to reduced dividends from our securities
holdings. Dividends received from our marketable securities investments were at a weighted average yield of
approximately 4.4% and 4.7% at December 31, 2021 and 2020, respectively.
Gain on sales of marketable securities amounted to $2.3 million for the year ended December 31, 2021.
Increase (decrease) in fair value of marketable securities increased from an unrealized loss of $14.1 million for the
year ended December 31, 2020 to an unrealized gain of $25.1 million for the year ended December 31, 2021. As of
December 31, 2021, the Company had total net unrealized losses of $14.3 million in its REIT securities portfolio.
Interest expense, including amortization of financing costs, increased from $18.3 million for the year ended
December 31, 2020 to $19.2 million for the year ended December 31, 2021, or 5%. The average balance of mortgages
payable was approximately $462.0 million during 2021 as compared to approximately $421.5 million during 2020.
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The weighted average interest rate on mortgages, not including the effect of unamortized debt issuance costs, was
3.8% at both December 31, 2021 and 2020.
2020 vs. 2019
Rental and related income increased from $128.6 million for the year ended December 31, 2019 to $143.3
million for the year ended December 31, 2020, or 11%. This increase was due to the acquisitions during 2019 and
2020, as well as an increase in rental rates, same property occupancy and additional rental homes. During 2020, the
Company raised rental rates by 3% to 4% at most communities. Rent increases vary depending on overall market
conditions and demand. Occupancy, as well as the ability to increase rental rates, directly affects revenues. The
Company has been acquiring communities with vacant sites that can potentially be occupied and earn income in the
future. Overall occupancy was 85.0% and 82.0% at December 31, 2020 and 2019, respectively. Overall occupancy
includes communities acquired in 2020 and 2019, which had an average occupancy of 64% and 62%, respectively, at
the time of acquisition. Same property occupancy increased from 83.6% at December 31, 2019 to 86.8% at December
31, 2020. The same property occupancy rate is exclusive of the sites at Memphis Blues, which is under redevelopment
due to a flood in 2011. As of December 31, 2020, we had approximately 8,300 rental homes with an occupancy of
94.6%.
Community operating expenses remained relatively stable increasing from $61.7 million for the year ended
December 31, 2019 to $63.2 million for the year ended December 31, 2020, or 2%.
Community NOI increased from $66.9 million for the year ended December 31, 2019 to $80.2 million for
the year ended December 31, 2020, or 20%. This increase was primarily due to the acquisitions during 2019 and 2020
and an increase in rental rates, occupancy and rental homes. The operating expense ratio (defined as community
operating expenses divided by rental and related income) was 47.5% and 44.1%, excluding non-recurring operating
expenses, for the years ended December 31, 2019 and 2020, respectively.
Sales of manufactured homes increased from $18.0 million for the year ended December 31, 2019 to $20.3
million for the year ended December 31, 2020, or 13%. The total number of homes sold was 323 homes in 2020 as
compared to 299 homes in 2019. There were 140 new homes sold in 2020 as compared to 135 in 2019. The Company’s
average sales price was approximately $63,000 and $60,000 for the years ended December 31, 2020 and 2019,
respectively. Cost of sales of manufactured homes increased from $12.9 million for the year ended December 31, 2019 to
$14.4 million for the year ended December 31, 2020, or 11%. The gross profit percentage was 29% and 28% for 2020
and 2019, respectively. Selling expenses decreased from $5.1 million for the year ended December 31, 2019 to $4.9
million for the year ended December 31, 2020, or 3%. Gain from the sales operations (defined as sales of manufactured
homes less cost of sales of manufactured homes less selling expenses less interest on the financing of inventory) increased
from a loss of $290,000 for the year ended December 31, 2019 to a gain of $768,000 for the year ended December 31,
2020. Many of the costs associated with sales, such as rent, salaries, and to an extent, advertising and promotion, are fixed.
The National Association of Realtors reported that in December 2020, sales of existing homes grew 22% from December
2019.
General and administrative expenses increased from $10 million for the year ended December 31, 2019 to
$11.1 million for the year ended December 31, 2020, or 10%. These increases were due to an increase in personnel
costs, including an increase in incentive compensation based on FFO metrics and an increase in matching contributions
associated with our 401(k) Plan. General and administrative expenses, excluding non-recurring expenses, as a
percentage of gross revenue (total income plus interest, dividend and other income) was 6.4% and 6.3% at December
31, 2020 and 2019, respectively.
Depreciation expense increased from $36.8 million for the year ended December 31, 2019 to $41.7 million
for the year ended December 31, 2020, or 13%. This increase was primarily due to the acquisitions and the increase
in rental homes during 2020 and 2019.
Interest income increased from $2.6 million for the year ended December 31, 2019 to $2.9 million for the
year ended December 31, 2020, or 11%. This increase was primarily due to an increase in the average balance of
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notes receivable from $33.1 million for the year ended December 31, 2019 to $40.4 million for the year ended
December 31, 2020.
Dividend income decreased from $7.5 million for the year ended December 31, 2019 to $5.7 million for the
year ended December 31, 2020, or 24%. This decrease was primarily due to reduced dividends from our securities
holdings, as many REITs reduced their dividends in 2020 due to the COVID-19 pandemic. Dividends received from
our marketable securities investments were at a weighted average yield of approximately 4.7% and 6.3% at December
31, 2020 and 2019, respectively.
Increase (decrease) in fair value of marketable securities decreased from an unrealized gain of $14.9 million
for the year ended December 31, 2019 to an unrealized loss of $14.1 million for the year ended December 31, 2020.
This decrease was due to the effects of the COVID-19 pandemic on prices in the securities market. As of December
31, 2020, the Company had total net unrealized losses of $39.4 million in its REIT securities portfolio.
Interest expense, including amortization of financing costs, increased from $17.8 million for the year ended
December 31, 2019 to $18.3 million for the year ended December 31, 2020, or 3%. This increase was primarily due
to the $106 million Fannie Mae credit facility we entered into during August 2020. The average balance of mortgages
payable was approximately $421.5 million during 2020 as compared to approximately $352.4 million during 2019.
The weighted average interest rate on mortgages, not including the effect of unamortized debt issuance costs, was
3.8% at December 31, 2020 as compared to 4.1% at December 31, 2019.
Non-GAAP Measures
In addition to the results reported in accordance with GAAP, management’s discussion and analysis of
financial condition and results of operations include certain non-GAAP financial measures that in management’s view
of the business we believe are meaningful as they allow the investor the ability to understand key operating details of
our business both with and without regard to certain accounting conventions or items that may not always be indicative
of recurring annual cash flow of the portfolio. These non-GAAP financial measures as determined and presented by
us may not be comparable to related or similarly titled measures reported by other companies, and include Community
Net Operating Income (“Community NOI”), Funds from Operations Attributable to Common Shareholders (“FFO”)
and Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”).
We define Community NOI as rental and related income less community operating expenses such as real
estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses. We believe that
Community NOI is helpful to investors and analysts as a direct measure of the actual operating results of our
manufactured home communities, rather than our Company overall. Community NOI should not be considered a
substitute for the reported results prepared in accordance with GAAP. Community NOI should not be considered as
an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of
liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.
The Company’s Community NOI is calculated as follows (in thousands):
2021
2020
2019
Rental and Related Income
Community Operating Expenses
$159,010
(68,046)
$143,344
(63,175)
$128,611
(61,708)
Community NOI
$90,964
$80,169
$66,903
We assess and measure our overall operating results based upon FFO an industry performance measure which
management believes is a useful indicator of our operating performance. FFO is used by industry analysts and
investors as a supplemental operating performance measure of a REIT. FFO, as defined by NAREIT, represents net
income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S.
(“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously
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depreciated real estate assets, impairment charges related to depreciable real estate assets, and the change in the fair
value of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization.
Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main
business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of
these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value
recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018
Restatement, for all periods presented, we have elected to exclude the change in the fair value of marketable securities
from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating
performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized
FFO”), as FFO, excluding gains and losses realized on marketable securities investments and certain one-time charges.
FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs.
FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of
REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO
and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The
items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial
performance.
FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by GAAP; (ii) should
not be considered as an alternative to net income (loss) as a measure of operating performance or to cash flows from
operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. FFO
and Normalized FFO, as calculated by the Company, may not be comparable to similarly titled measures reported by
other REITs.
The Company’s FFO and Normalized FFO attributable to common shareholders are calculated as follows
(in thousands except footnotes):
2021
2020
2019
Net Income (Loss) Attributable
to Common Shareholders
Depreciation Expense
Loss on Sales of Investment Property and
Equipment
(Increase) Decrease in Fair Value of Marketable
Securities
Gain on Sales of Marketable Securities, net
FFO Attributable to Common Shareholders
Adjustments:
Redemption of Preferred Stock
Non-Recurring Other Expense (1)
Normalized FFO Attributable to Common
Shareholders
$21,249
45,124
170
(25,052)
(2,342)
39,149
$(29,759)
41,707
216
$2,566
36,811
111
14,119
(14,915)
-0-
-0-
26,283
24,573
-0-
1,995
2,871
-0-
-0-
634
$41,144
$29,154
$25,207
(1) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being
expensed over the vesting period ($1.8 million) and non-recurring expenses for the joint venture ($171,000) in 2021, utility billing
dispute over a prior 10-year period ($375,000), emergency windstorm tree removal expenses in three communities ($179,000)
and costs associated with acquisitions not completed ($80,000) in 2019.
Liquidity and Capital Resources
The Company operates as a REIT deriving its income primarily from real estate rental operations. The
Company’s principal liquidity demands have historically been, and are expected to continue to be, distributions to the
Company’s shareholders, acquisitions, capital improvements, development and expansions of properties, debt service,
-46-
purchases of manufactured home inventory and rental homes, financing of manufactured home sales and payments of
expenses relating to real estate operations. The Company’s ability to generate cash adequate to meet these demands
is dependent primarily on income from its real estate investments and marketable securities portfolio, the sale of real
estate investments and marketable securities, refinancing of mortgage debt, leveraging of real estate investments,
availability of bank borrowings or lines of credit, proceeds from the DRIP and access to the capital markets. In
addition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including
acquisitions. Specifically, the Company may sell marketable securities from its investment portfolio, borrow on its
unsecured credit facility or lines of credit, finance and refinance its properties, and/or raise capital through the DRIP
and capital markets. In order to provide financial flexibility to opportunistically access the capital markets, the
Company has implemented At-the-Market Sales Programs for both our common and preferred stock. The 2021
Common ATM Program, commenced in August 2021, allowed the Company 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 for the 2021 Common ATM Program. All shares of Common Stock available to be sold under the 2021
Common ATM Program have been sold. The Company intends to commence a new At-the-Market Sales Program
for its common stock during the first quarter of 2022. The Company’s 2020 Preferred ATM Program allows the
Company to 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 from time to time.
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring
communities that over time are expected to yield in excess of our cost of funds and then investing in physical
improvements, including adding rental homes onto otherwise vacant sites. In addition, on behalf of our recently-
formed joint venture with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities
that are under development and/or newly developed and meet certain other investment guidelines. There is no
guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage
of such opportunities. The growth of our real estate portfolio and success of our joint venture depends on the
availability of suitable properties which meet the Company’s investment criteria and appropriate financing.
Competition in the market areas in which the Company operates is significant. To the extent that funds or appropriate
communities are not available, fewer acquisitions will be made.
The Company continues to strengthen its capital and liquidity positions and maintains financial flexibility.
Through our 2020 Preferred ATM Program, the Company issued and sold a total of 2.2 million shares of our Series
D Preferred Stock generating gross proceeds of $54.1 million and net proceeds after offering expenses of $53.2 million
during the year ended December 31, 2021.
During the year ended December 31, 2021, the Company issued and sold 8.2 million shares of Common
Stock through our 2020 Common ATM Program and our 2021 Common ATM Program at a weighted average price
of $22.14 per share, generating gross proceeds of $182.0 million and net proceeds of $179.1 million, after offering
expenses.
As of December 31, 2021, $4.0 million of common stock remained available for sale under the 2021 Common
ATM Program and $12.2 million in shares of Series C Preferred Stock and/or Series D Preferred Stock remained
available for sale under the 2020 Preferred ATM Program. Subsequent to year end, in January 2022, the Company
issued and sold 300,000 shares of Common Stock under the 2021 Common ATM Program for gross proceeds of $8.0
million.
In addition, the Company has a DRIP in which participants can purchase original issue shares of common
stock from the Company at a price of approximately 95% of market. During 2021, amounts received under the DRIP,
including dividends reinvested of $3.5 million, totaled $9.8 million. The Company issued a total of 503,000 shares
under the DRIP during 2021.
The Company also has the ability to finance home sales, inventory purchases and rental home purchases.
The Company has a $20 million revolving line of credit for the financing of homes, of which $6 million was utilized
at December 31, 2021, and revolving credit facilities totaling $28.5 million to finance inventory purchases, of which
$10.9 million was utilized at December 31, 2021.
-47-
As of December 31, 2021, the Company had $116.2 million of cash and cash equivalents and marketable
securities of $113.7 million. The Company owned 127 communities of which 28 are unencumbered. The Company’s
marketable securities and non-mortgaged properties provide us with additional liquidity. As of December 31, 2021,
the Company also held a 40% equity interest in its joint venture with Nuveen Real Estate, which owns one newly
developed community that is unencumbered. Subsequent to year end, the Company completed an offering to investors
in Israel of $102.7 million of its new unsecured 4.72% Series A Bonds due February 28, 2027. The Company believes
that cash on hand, funds generated from operations, the DRIP and capital markets, the funds available on the lines of
credit, together with the ability to finance and refinance its properties will provide sufficient funds to adequately meet
its obligations over the next several years.
The Company’s focus is on real estate investments. The Company has historically financed purchases of real
estate primarily through mortgages. During 2021, total investment property, including rental homes, increased 9% or
$96.6 million. The Company made acquisitions of three manufactured home communities totaling 543 developed
sites at an aggregate purchase price of $18.3 million. These acquisitions were funded by the use of our unsecured
credit facility. See Note 3 of the Notes to Consolidated Financial Statements for additional information on our
acquisitions and Note 6 of the Notes to Consolidated Financial Statements for related debt transactions. In addition,
in December 2021, the Company’s joint venture with Nuveen Real Estate acquired one newly-developed community
in Florida containing 219 developed homesites, for a total purchase price of $22.2 million, 40% of which was funded
by the Company. The Company continues to evaluate acquisition opportunities. The funds for these acquisitions
(including the Company’s 40% share of acquisition costs that may be incurred by the joint venture with Nuveen Real
Estate) may come from bank borrowings, proceeds from the DRIP, and private placements or public offerings of debt,
common or preferred stock, including under a new ATM Program for the Company’s common stock expected to be
commenced in the first quarter of 2022 or the 2020 Preferred ATM Program. To the extent that funds or appropriate
properties are not available, fewer acquisitions will be made.
The Company owned approximately 8,700 rental homes, or approximately 36% of our total homesites as of
December 31, 2021. During 2021, our rental home portfolio increased by 454 homes or $33.7 million. The Company
markets these rental homes for sale to existing residents. The Company estimates that in 2022 it will order
approximately 700-800 manufactured homes to use as rental units at its properties for a total cost, including setup, of
approximately $56 million. Rental home rates on new homes range from approximately $650-$1,500 per month,
including lot rent, depending on size, location and market conditions. During 2021, the Company also invested
approximately $25 million in other improvements to its communities.
Additionally, the Company has investments in marketable equity securities of other REITs. The REIT
securities portfolio provides the Company with additional liquidity and income and serves as a proxy for real estate
when more favorable risk adjusted returns are not available. The Company generally limits its marketable securities
investments to no more than approximately 15% of its undepreciated assets. During 2021, the securities portfolio
increased 10% or $10.6 million primarily due to a net unrealized gain of $25.1 million, realized gain of $2.3 million
partially offset by sales of $14.5 million. The Company had dividend income earned of $5.1 million. The Company
from time to time may purchase these securities on margin when there is an adequate yield spread.
The following table summarizes cash flow activity for the years ended December 31, 2021, 2020 and 2019
(in thousands):
Net Cash Provided by Operating Activities
Net Cash Used in Investing Activities
Net Cash Provided by Financing Activities
Net Increase in Cash, Cash Equivalents
and Restricted Cash
$
$
2021
2020
2019
$
65,163
(94,364)
125,634
$
66,839
(103,770)
46,528
38,516
(122,350)
90,053
96,433
$
9,597
$
6,219
Net cash provided by operating activities remained relatively stable in 2020 and 2021. Net cash provided by
operating activities increased by $28.3 million in 2020 to $66.8 million. This increase was primarily due to an increase
in Community NOI and a decrease in inventory in 2020 compared to an increase in 2019.
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Net cash used in investing activities decreased by $9.4 million in 2021, primarily due to a decrease in
acquisitions of manufactured homes and the proceeds from sales of marketable securities offset by the increase in
purchase of manufactured home communities and investment in the joint venture. Net cash used in investing activities
decreased by $18.6 million in 2020, primarily due to a decrease in acquisitions of manufactured homes.
Net cash provided by financing activities increased by $79.1 million in 2021 to $125.6 million. The Company
received $9.8 million, including dividends reinvested, through the DRIP. In addition, the Company issued and sold
2.2 million shares of its Series D Preferred Stock during 2021 through the 2020 Preferred ATM Program, raising net
proceeds of approximately $53.2 million. The Company also issued and sold 8.2 million shares of its Common Stock
during 2021 through the 2020 Common ATM Program and 2021 Common ATM Program, raising net proceeds of
approximately $179.1 million. During 2021, the Company distributed to our common shareholders a total of $35.0
million, including dividends reinvested. In addition, the Company also paid $29.8 million in preferred dividends.
Net cash provided by financing activities decreased by $43.5 million in 2020 to $46.5 million. The Company
obtained new mortgages of $106 million. The Company also received $9.2 million, including dividends reinvested,
through the DRIP. In addition, in 2020 the Company issued and sold 134,000 shares of its Series C Preferred Stock
and 3.8 million shares of its Series D Preferred Stock through the 2019 Preferred ATM Program (described below)
and the 2020 Preferred ATM Program, raising net proceeds during 2020 of approximately $96.1 million. The
Company also issued and sold 135,000 shares of its Common Stock through the 2020 Common ATM Program, raising
net proceeds of approximately $1.7 million. In October 2020, the Company voluntarily redeemed all of its Series B
Preferred Stock for approximately $96.1 million. During 2020, the Company distributed to our common shareholders
a total of $29.8 million, including dividends reinvested. In addition, the Company also paid $31.9 million in preferred
dividends.
Cash flows were primarily used for purchases of manufactured home communities, capital improvements,
payment of dividends, purchases of marketable securities, purchase of inventory and rental homes, loans to customers
for the sales of manufactured homes, and expansion of existing communities. The Company meets maturing mortgage
obligations by using a combination of cash flows and refinancing. The dividend payments were primarily made from
cash flows from operations.
Cash flows used for capital improvements include amounts needed to meet environmental and regulatory
requirements in connection with the manufactured home communities that provide water or sewer service. Excluding
expansions and rental home purchases, the Company is budgeting approximately $15 million in capital improvements
for 2022.
The Company’s significant commitments and contractual obligations relate to its mortgages, loans payable
and other indebtedness, acquisitions of manufactured home communities, retirement benefits, and the lease on its
corporate offices as described in Note 9 to the Consolidated Financial Statements.
The Company has approximately 1,800 acres of undeveloped land which it could develop over the next
several years. The Company continues to analyze the best use of its vacant land.
As of December 31, 2021, the Company had total assets of $1.3 billion and total liabilities of $528.7 million.
Our net debt (net of cash and cash equivalents) to total market capitalization as of December 31, 2021 and 2020 was
approximately 16% and 34%, respectively. Our net debt, less securities (net of cash and cash equivalents and
marketable securities) to total market capitalization as of December 31, 2021 and 2020 was approximately 11% and
28%, respectively.
The Company believes that it has the ability to meet its obligations and to generate funds for new investments.
Contractual Obligations
The Company has an investment in its joint venture with Nuveen Real Estate which is accounted for under
the equity method of accounting as we have the ability to exercise significant influence, but not control, over the
operating and financial decisions for the joint venture. The terms of the joint venture require the Company to fund
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40% of the total capital contributions made by the members to the joint venture. See Note 5, "Investments in Joint
Venture," of the Notes to Consolidated Financial Statements for additional information.
Our other primary contractual obligations relate to our loans and mortgages payable and other indebtedness and
our operating lease obligations. See Note 2 “Summary of Significant Accounting Policies”, Note 6 “Loans and
Mortgages Payable” and Note 9 “Related Party Transactions and Other Matters” of the Notes to Consolidated Financial
Statements for additional information.
Impact of COVID-19
The following discussion is intended to provide certain information regarding the impacts of the COVID-19
pandemic on our business and management’s efforts to respond to those impacts.
We continue to monitor our operations and government recommendations and have taken steps to make the
safety, security and welfare of our employees, their families and our residents a top priority.
Collections are consistent with pre-pandemic levels and we have collected 94% of January 2022 site and
home rent as of today’s date. Some of our residents benefitted from the federal government’s funding of the
Emergency Rental Assistance Programs that were enacted in each state.
The impact of the COVID-19 pandemic remains uncertain and dependent on future developments, including
the possible emergence of new variants of the original virus and the ongoing roll-out of vaccines and their efficacy.
We will continue to monitor these rapidly evolving developments and respond in the best interests of our employees,
residents and shareholders. At this time, we believe that the COVID-19 pandemic and its consequences will not have
a material adverse effect on our operations.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations are based upon
the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The
preparation of these consolidated financial statements requires management to make estimates and judgments that
affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities at the date of the Company’s consolidated financial statements. Actual results may differ from these
estimates under different assumptions or conditions.
Significant accounting policies are defined as those that involve significant judgment and potentially could
result in materially different results under different assumptions and conditions. Management believes the following
critical accounting policy is affected by our more significant judgments and estimates used in the preparation of the
Company’s consolidated financial statements. For a detailed description of this and other accounting policies, see
Note 2 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Impairment in Real Estate Investments
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
-50-
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, which indicates that asset values should be analyzed whenever events or changes in circumstances
indicate that the carrying value of a property may not be fully recoverable. The process entailed the analysis of property
for instances where the net book value exceeds the estimated fair value. In accordance with ASC 360-10-35-17, an
impairment loss shall be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair
value. The Company utilizes the experience and knowledge of its internal valuation team to derive certain assumptions
used to determine an operating property’s cash flow. Such assumptions include lease-up rates, rental rates, rental
growth rates, and capital expenditures. The Company reviewed its operating properties in light of the requirements
of ASC 360-10 and determined that, as of December 31, 2021, the undiscounted cash flows over the holding period
for these properties were in excess of their carrying values and, therefore, no impairment charges were required.
Recent Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements.
Item 7A – Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2021, we were exposed to risks associated with adverse changes in market prices and
interest rates. The Company's principal market risk exposure is interest rate risk. The Company’s future income, cash
flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Many
factors, including governmental monetary and tax policies, domestic and international economic and political
considerations and other factors that are beyond the Company’s control contribute to interest rate risk. The Company
mitigates this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expense while
continuously evaluating all available debt and equity resources and following established risk management policies
and procedures, which may include the periodic use of derivatives. The Company's primary strategy in entering into
derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows.
The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to
fixed rate debt. The Company does not enter into derivative instruments for speculative purposes.
The following table sets forth information as of December 31, 2021, concerning the Company’s mortgages
and loans payable, including principal cash flow by scheduled maturity, weighted average interest rates and estimated
fair value (in thousands).
Mortgages Payable
Loans Payable
Carrying Value
Weighted
Average
Interest Rate
Carrying Value
Weighted
Average
Interest Rate
2022
2023
2024
2025
2026
Thereafter
Total
Estimated Fair
Value
4.75%
3.88%
-0-%
4.06%
4.04%
2.20%
3.75%(1)
$6,523
63,437
-0-
128,501
39,388
218,853
$456,702
$458,389
2.66%
-0-%
-0-%
-0-%
-0-%
-0-%
2.66%(1)
$46,945
-0-
-0-
-0-
-0-
-0-
$46,945
$46,945
(1) Weighted average interest rate, not including the effect of unamortized debt issuance costs. The weighted average interest rate,
including the effect of unamortized debt issuance costs, at December 31, 2021 was 3.79% for mortgages payable and 2.67% for
loans payable.
-51-
All mortgage loans are at fixed rates. The Company has approximately $46.9 million in variable rate loans
payable. If short-term interest rates increased or decreased by 1%, interest expense would have increased or decreased
by approximately $469,000.
The Company invests in equity securities of other REITs and is primarily exposed to market price risk from
adverse changes in market rates and conditions. The Company generally limits its marketable securities investments to no
more than approximately 15% of its undepreciated assets. All securities are carried at fair value.
Item 8 – Financial Statements and Supplementary Data
The financial statements and supplementary data listed in Part IV, Item 15(a)(1) and included immediately
following the signature pages to this report are incorporated herein by reference.
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in, or any disagreements with, the Company’s independent registered public
accounting firm on accounting principles and practices or financial disclosure during the years ended December 31,
2021 and 2020.
Item 9A – Controls and Procedures
Disclosure Controls and Procedures
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-
15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give
reasonable assurances to the timely collection, evaluation and disclosure of information that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder as of December 31, 2021.
Internal Control over Financial Reporting
(a)
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal
control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in accordance with GAAP. Because of its
inherent limitations, including the possibility of collusion or improper management override of controls, internal
control over financial reporting may not prevent or detect misstatements.
Management assessed the Company’s internal control over financial reporting as of December 31, 2021. This
assessment was based on criteria for effective internal control over financial reporting established in Internal Control
— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) (2013 framework). Based on this assessment, management has concluded that the Company’s internal
control over financial reporting was effective as of December 31, 2021.
PKF O’Connor Davies, LLP, the Company’s independent registered public accounting firm, has issued their
report on their audit of the Company’s internal control over financial reporting, a copy of which is included herein.
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(b)
Attestation Report of the Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
UMH Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited UMH Properties, Inc.’s (the “Company”) internal control over financial reporting as of December
31, 2021, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria
established in Internal Control–Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the
related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows
for each of the three years in the period ended December 31, 2021, and our report dated February 24, 2022, expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PKF O’Connor Davies, LLP
February 24, 2022
New York, New York
(c) Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarter ended
December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B – Other Information
None.
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
PART III
Item 10 – Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2022 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the
information included under the caption " Information about our Executive Officers" in Part I hereof, in accordance
with General Instruction G(3) to Form 10-K.
Item 11 – Executive Compensation
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2022 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2022 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
Item 13 – Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2022 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
-54-
Item 14 – Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2022 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
-55-
Item 15 – Exhibits, Financial Statement Schedules
PART IV
(a) (1)
The following Financial Statements are filed as part of this report.
(i)
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 127)
64-65
Page(s)
(ii)
Consolidated Balance Sheets as of December 31, 2021 and 2020
(iii)
(iv)
(v)
Consolidated Statements of Income (Loss) for the years ended December 31, 2021,
2020 and 2019
Consolidated Statements of Shareholders’ Equity for the years ended December 31,
2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021,
2020 and 2019
(vi) Notes to Consolidated Financial Statements
(a) (2)
The following Financial Statement Schedule is filed as part of this report:
66-67
68-69
70-71
72
73-104
(i)
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2021
105-114
All other schedules are omitted for the reason that they are not required, are not applicable, or the required
information is set forth in the consolidated financial statements or notes thereto.
-56-
(a) (3) The Exhibits set forth in the following index of Exhibits are filed as part of this Report.
Exhibit
No.
Description
(2)
2.1
(3)
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Agreement and Plan of Merger dated as of June 23, 2003 (incorporated by reference from the
Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission
on July 10, 2003, Registration No. 001-12690).
Articles of Incorporation and By-Laws
Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by
reference from the Company’s Definitive Proxy Statement as filed with the Securities and
Exchange Commission on July 10, 2003, Registration No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-
12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No.
001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No.
001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration
No. 001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-
12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration
No. 001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-
12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No.
001-12690).
-57-
Exhibit
No.
Description
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on August 11, 2016, Registration
No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No.
001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No.
001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-
12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No.
001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration
No. 001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-
12690).
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by
the Registrant with the Securities and Exchange Commission on May 18, 2020, Registration No.
001-12690).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on July 16, 2020, Registration No. 001-12690).
Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by
reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on March 31, 2014, Registration No. 001-12690).
(4)
Instruments Defining the Rights of Security Holders, Including Indentures
-58-
Exhibit
No.
Description
4.1
4.2
4.3
4.4
4.5
(10)
10.1
10.2
10.3
10.4
10.5
*
*
+
+
+
+
+
10.6
+
10.7
10.8
+
+
Specimen certificate of common stock of UMH Properties, Inc. (incorporated by reference to
Exhibit 4.1 to the Form S-3 as filed by the Registrant with the Securities and Exchange
Commission on December 21, 2010, Registration No. 333-171338).
Specimen certificate representing the Series C Preferred Stock of UMH Properties, Inc.
(incorporated by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the
Securities and Exchange Commission on July 26, 2018, Registration No. 001-12690).
Specimen certificate representing the Series D Preferred Stock of UMH Properties, Inc.
(incorporated by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the
Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
Deed of Trust for the 4.72% Series A Bonds due 2027 between UMH Properties, Inc. and Reznik
Paz Nevo Trusts Ltd., as trustee, dated as of January 31, 2022
Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange
Act of 1934.
Material Contracts
Employment Agreement with Mr. Eugene W. Landy dated December 14, 1993 (incorporated by
reference to the Company’s 1993 Form 10-K as filed with the Securities and Exchange
Commission on March 28, 1994).
Amendment to Employment Agreement with Mr. Eugene W. Landy effective January 1, 2004
(incorporated by reference to the Company’s 2004 Form 10-K/A as filed with the Securities and
Exchange Commission on March 30, 2005, Registration No. 001-12690).
Second Amendment to Employment Agreement of Eugene W. Landy, dated April 14, 2008
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and
Exchange Commission on April 16, 2008, Registration No. 001-12690).
Third Amendment to Employment Agreement with Mr. Eugene W. Landy effective October 1,
2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities
and Exchange Commission on October 8, 2014, Registration No. 001-12690).
Amended and Restated Employment Agreement Effective January 1, 2018, between UMH
Properties, Inc. and Samuel A. Landy (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 13, 2018, Registration No.
001-12690).
Amended and Restated Employment Agreement Effective January 1, 2018, between UMH
Properties, Inc. and Anna T. Chew (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 13, 2018, Registration No.
001-12690).
Form of Indemnification Agreement between UMH Properties, Inc. and its Directors and
Executive Officers (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on April 23, 2012, Registration No. 001-12690).
UMH Properties, Inc. Amended and Restated 2013 Incentive Award Plan (incorporated by
reference to the Company’s Definitive Proxy Statement (DEF 14A) as filed with the Securities
and Exchange Commission on April 20, 2018, Registration No. 001-12690).
-59-
Exhibit
No.
10.9
10.10
10.11
10.12
10.13
10.14
(21)
(23)
(31.1)
(31.2)
(32)
*
*
*
*
*
Reserved.
Description
Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Company’s
Registration Statement filed on Form S-3D as filed with the Securities and Exchange
Commission on June 17, 2019, Registration No. 333-232162).
Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank of
Montreal dated March 28, 2018 (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on December 4, 2018, Registration No.
001-12690).
Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets
Corp., B. Riley FBR, Inc., Compass Point Research & Trading LLC, D.A. Davidson & Co.,
Janney Montgomery Scott LLC, and J.P. Morgan Securities LLC (incorporated by reference to
the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June
30, 2020, Registration No. 001-12690).
At-the-Market Sales Agreement by and between UMH Properties, Inc. and B. Riley Securities,
Inc. (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and
Exchange Commission on July 22, 2020, Registration No. 001-12690).
Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets
Corp., B. Riley FBR, Inc., Compass Point Research & Trading LLC, Janney Montgomery Scott
LLC, and J.P. Morgan Securities LLC (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on August 17, 2021, Registration No.
001-12690).
Subsidiaries of the Registrant.
Consent of PKF O’Connor Davies, LLP.
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)
Interactive Data File
++
101.SCH ++
101.CAL ++
101.LAB ++
++
101.PRE
++
101.DEF
++
104
*
+
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herewith.
Denotes a management contract or compensatory plan or arrangement.
-60-
Exhibit
No.
++
Description
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not “filed” or part
of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act,
is deemed not “filed” for purposes of Section 18 of the Exchange Act, and otherwise is not subject
to liability under these sections.
Item 16 – Form 10-K Summary
Not applicable.
-61-
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
UMH PROPERTIES, INC.
BY: /s/Samuel A. Landy
SAMUEL A. LANDY
President, Chief Executive Officer and Director
(Principal Executive Officer)
BY: /s/Anna T. Chew
ANNA T. CHEW
Vice President, Chief Financial and Accounting Officer, Treasurer and
Director (Principal Financial and Accounting Officer)
Dated: February 24, 2022
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, this report has been duly signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/Eugene W. Landy
EUGENE W. LANDY
/s/Samuel A. Landy
SAMUEL A. LANDY
/s/Anna T. Chew
ANNA T. CHEW
/s/Amy Butewicz
AMY BUTEWICZ
/s/Jeffrey A. Carus
JEFFREY A. CARUS
/s/Matthew Hirsch
MATTHEW HIRSCH
/s/Michael P. Landy
MICHAEL P. LANDY
/s/Stuart Levy
STUART LEVY
/s/William Mitchell
WILLIAM MITCHELL
/s/Angela Pruitt
ANGELA PRUITT
/s/Kenneth K. Quigley, Jr.
KENNETH K. QUIGLEY
Title
Chairman of the Board
Date
February 24, 2022
President, Chief Executive Officer and Director
February 24, 2022
Vice President, Chief Financial and Accounting
Officer, Treasurer and Director
February 24, 2022
Director
Director
Director
Director
Director
Director
Director
Director
-62-
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
/s/Stephen B. Wolgin
STEPHEN B. WOLGIN
Director
February 24, 2022
-63-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
UMH Properties Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of UMH Properties, Inc. and subsidiaries (the
“Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income (loss),
shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related
notes and schedule listed in the Index at Item 15(a)(2)(i) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated February 24, 2022, expressed an
unqualified opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (1) relates
to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which
it relates.
-64-
Valuation of Investment in Property and Equipment
At December 31, 2021, the Company’s net consolidated investment property and equipment totaled $913 million. As
discussed in note 2 to the consolidated financial statements, the Company’s investment property and equipment is
evaluated annually or whenever events or changes in circumstances indicates possible impairment.
The Company reviews investment properties for indicators of impairment through an analysis of net operating income
trends period over period. In the event that any impairment indicators are present, the Company undertakes additional
analyses utilizing expected undiscounted future cash flows for identified investment properties considering factors
such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other
factors. For the year ended December 31, 2021, the Company's net operating income trend analysis did not result in
investment properties requiring undiscounted cash flow analysis. Therefore, no indicators of impairment were
identified as a result of the Company's review for impairment.
Auditing management’s evaluation of investment property and equipment for impairment was complex and highly
subjective due to the high degree of subjective auditor judgment necessary in evaluating management's identification
of indicators of potential impairment.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the
Company’s process for evaluating investment in real estate for impairment, including management's review of the
operations and financial performance of investment properties.
To test the Company’s process for evaluating investment property and equipment for impairment, we performed audit
procedures that included, among others, assessing the methodologies, evaluating the significant assumptions of the
matters discussed above and testing the completeness and accuracy of the underlying data used by the Company in its
analysis.
February 24, 2022
New York, New York
We have served as the Company’s auditor since 2008.
/s/ PKF O’Connor Davies, LLP
-65-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2021 and 2020
(in thousands except per share amounts)
-ASSETS-
2021
2020
Investment Property and Equipment
Land
Site and Land Improvements
Buildings and Improvements
Rental Homes and Accessories
Total Investment Property
Equipment and Vehicles
Total Investment Property and Equipment
Accumulated Depreciation
Net Investment Property and Equipment
Other Assets
Cash and Cash Equivalents
Marketable Securities at Fair Value
Inventory of Manufactured Homes
Notes and Other Receivables, net
Prepaid Expenses and Other Assets
Land Development Costs
Investment in Joint Venture
Total Other Assets
$ 74,963
716,211
30,450
383,467
1,205,091
24,437
1,229,528
(316,073)
913,455
$ 73,491
657,301
28,106
349,585
1,108,483
22,572
1,131,055
(272,823)
858,232
116,175
113,748
23,659
55,359
17,135
22,352
8,937
357,365
15,336
103,172
25,450
46,414
19,984
20,825
-0-
231,181
TOTAL ASSETS
$ 1,270,820
$ 1,089,413
See Accompanying Notes to Consolidated Financial Statements
-66-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2021 and 2020
(in thousands except per share amounts)
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
2021
2020
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs
$ 452,567
$ 471,477
Other Liabilities:
Accounts Payable
Loans Payable, net of unamortized debt issuance costs
Accrued Liabilities and Deposits
Tenant Security Deposits
Total Other Liabilities
Total Liabilities
Commitments and Contingencies
Shareholders’ Equity:
Series C – 6.75% Cumulative Redeemable Preferred
Stock, par value $0.10 per share, 13,750 shares authorized;
9,884 shares issued and outstanding as of December 31, 2021
and 2020
Series D – 6.375% Cumulative Redeemable Preferred
Stock, par value $0.10 per share, 9,300 shares authorized;
8,609 and 6,434 shares issued and outstanding as of December
31, 2021 and 2020, respectively
Common Stock - $0.10 par value per share, 144,164 shares
authorized; 51,651 and 41,920 shares issued and outstanding
as of December 31, 2021 and 2020, respectively
Excess Stock - $0.10 par value per share, 3,000 shares
authorized; no shares issued or outstanding as of
December 31, 2021 and 2020
Additional Paid-In Capital
Undistributed Income (Accumulated Deficit)
Total Shareholders’ Equity
4,274
46,757
17,162
7,920
76,113
528,680
4,390
87,009
17,296
7,433
116,128
587,605
247,100
247,100
215,219
160,854
5,165
4,192
-0-
300,020
(25,364)
742,140
-0-
115,026
(25,364)
501,808
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 1,270,820
$ 1,089,413
See Accompanying Notes to Consolidated Financial Statements
-67-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019
(in thousands)
INCOME:
Rental and Related Income
Sales of Manufactured Homes
2021
2020
2019
$ 159,010
27,089
$ 143,344
20,265
$ 128,611
17,980
Total Income
186,099
163,609
146,591
EXPENSES:
Community Operating Expenses
Cost of Sales of Manufactured Homes
Selling Expenses
General and Administrative Expenses
Depreciation Expense
68,046
20,091
4,807
14,095
45,124
63,175
14,417
4,941
11,056
41,707
61,708
12,938
5,079
10,046
36,811
Total Expenses
152,163
135,296
126,582
OTHER INCOME (EXPENSE):
Interest Income
Dividend Income
Gain on Sales of Marketable Securities, net
Increase (Decrease) in Fair Value of Marketable Securities
Other Income
Interest Expense
3,362
5,098
2,342
25,052
626
(19,158)
2,917
5,729
-0-
(14,119)
718
(18,287)
2,619
7,535
-0-
14,915
588
(17,805)
Total Other Income (Expense)
17,322
(23,042)
7,852
Income Before Loss on Sales of Investment Property
and Equipment
Loss on Sales of Investment Property
and Equipment
Net Income
Less: Preferred Dividends
Less: Redemption of Preferred Stock
Net Income (Loss) Attributable to Common
Shareholders
51,258
(170)
51,088
(29,839)
-0-
5,271
(216)
5,055
(31,943)
(2,871)
27,861
(111)
27,750
(25,184)
-0-
$21,249
$(29,759)
$ 2,566
See Accompanying Notes to Consolidated Financial Statements
-68-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019
(in thousands except per share amounts)
2021
2020
2019
Basic Income (Loss) Per Share:
Net Income
Less: Preferred Dividends
Less: Redemption of Preferred Stock
Net Income (Loss) Attributable to Common Shareholders
$1.10
(0.64)
-0-
$0.46
Diluted Income (Loss) Per Share:
Net Income
Less: Preferred Dividends
Less: Redemption of Preferred Stock
Net Income (Loss) Attributable to Common Shareholders
Weighted Average Common Shares Outstanding:
Basic
Diluted
$1.08
(0.63)
-0-
$0.45
46,332
47,432
$0.12
(0.77)
(0.07)
$(0.72)
$0.12
(0.77)
(0.07)
$(0.72)
$0.70
(0.63)
-0-
$0.07
$0.69
(0.63)
-0-
$0.06
41,395
41,395
39,909
40,203
See Accompanying Notes to Consolidated Financial Statements
-69-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019
(in thousands)
Common Stock
Issued and Outstanding
Number
Amount
Preferred
Stock
Series B
Preferred
Stock
Series C
Balance December 31, 2018
38,320
$3,832
$95,030
$143,750
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
Common Stock Issued through Stock Options
Repurchase of Common Stock
Preferred Stock Issued through Underwritten Registered Public
Offering, net
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Distributions
Stock Compensation Expense
Net Income
2,468
122
240
(20)
-0-
-0-
-0-
-0-
-0-
247
12
24
(2)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
100,000
-0-
-0-
-0-
-0-
Balance December 31, 2019
41,130
4,113
95,030
243,750
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
Common Stock Issued through Stock Options
Common Stock Issued in connection with At-The-Market
Offerings, net
Repurchase of Common Stock
Repurchase of Preferred Stock
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Redemption of Preferred Stock
Distributions
Stock Compensation Expense
Net Income
720
46
63
135
(174)
-0-
-0-
-0-
-0-
-0-
-0-
72
5
6
13
(17)
-0-
-0-
-0-
-0-
-0-
-0-
Balance December 31, 2020
41,920
4,192
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
Common Stock Issued through Stock Options
Common Stock Issued in connection with At-The-Market
Offerings, net
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Distributions
Stock Compensation Expense
Net Income
503
297
710
8,221
-0-
-0-
-0-
-0-
50
30
71
822
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(13)
-0-
(95,017)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
3,350
-0-
-0-
-0-
-0-
247,100
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Balance December 31, 2021
51,651
$5,165
$-0-
$247,100
See Accompanying Notes to Consolidated Financial Statements
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UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019
(in thousands)
Preferred
Stock
Series D
Additional
Paid-In
Capital
Undistributed
Income
(Accumulated
Deficit)
Total
Shareholders’
Equity
Balance December 31, 2018
$50,000
$157,450
$(25,364)
$424,698
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted
Stock Awards
Common Stock Issued through Stock Options
Repurchase of Common Stock
Preferred Stock Issued through Underwritten Registered
Public Offering, net
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Distributions
Stock Compensation Expense
Net Income
-0-
-0-
-0-
-0-
-0-
16,268
-0-
-0-
-0-
31,256
(12)
2,579
(235)
(3,312)
(337)
(26,786)
1,939
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(27,750)
-0-
27,750
31,503
-0-
2,603
(237)
96,688
15,931
(54,536)
1,939
27,750
Balance December 31, 2019
66,268
162,542
(25,364)
546,339
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted
Stock Awards
Common Stock Issued through Stock Options
Common Stock Issued in connection with At-The-Market
Offerings, net
Repurchase of Common Stock
Repurchase of Preferred Stock
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Redemption of Preferred Stock
Distributions
Stock Compensation Expense
Net Income
-0-
-0-
-0-
-0-
-0-
-0-
94,586
-0-
-0-
-0-
-0-
9,082
(5)
653
1,730
(1,813)
1
(1,795)
2,871
(59,567)
1,327
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(2,871)
(2,184)
-0-
5,055
9,154
-0-
659
1,743
(1,830)
(12)
96,141
(95,017)
(61,751)
1,327
5,055
Balance December 31, 2020
160,854
115,026
(25,364)
501,808
Common Stock Issued with the DRIP
Common Stock Issued through Restricted/ Unrestricted
Stock Awards
Common Stock Issued through Stock Options
Common Stock Issued in connection with At-The-Market
Offerings, net
Preferred Stock Issued in connection with At-The-Market
Offerings, net
Distributions
Stock Compensation Expense
Net Income
-0-
-0-
-0-
-0-
54,365
-0-
-0-
-0-
9,723
(30)
8,530
178,247
(1,152)
(13,771)
3,447
-0-
-0-
-0-
-0-
-0-
-0-
(51,088)
-0-
51,088
9,773
-0-
8,601
179,069
53,213
(64,859)
3,447
51,088
Balance December 31, 2021
$215,219
$300,020
$(25,364)
$742,140
See Accompanying Notes to Consolidated Financial Statements
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UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Non-cash items included in Net Income:
Depreciation
Amortization of Financing Costs
Stock Compensation Expense
Provision for Uncollectible Notes and Other Receivables
Gain on Sales of Marketable Securities, net
(Increase) Decrease in Fair Value of Marketable Securities
Loss on Sales of Investment Property and Equipment
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes
Notes and Other Receivables, net of notes acquired with
acquisitions
Prepaid Expenses and Other Assets
Accounts Payable
Accrued Liabilities and Deposits
Tenant Security Deposits
Net Cash Provided by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities,
net of mortgages assumed
Purchase of Investment Property and Equipment
Proceeds from Sales of Investment Property and Equipment
Additions to Land Development Costs
Purchase of Marketable Securities
Proceeds from Sales of Marketable Securities
Investment in Joint Venture
Net Cash Used in Investing Activities
2021
2020
2019
$ 51,088
$ 5,055
$ 27,750
41,707
1,027
1,327
1,546
-0-
14,119
216
36,811
758
1,939
1,408
-0-
(14,915)
111
6,517
(8,264)
45,124
1,001
3,447
1,213
(2,342)
(25,052)
170
1,791
(9,957)
(1,557)
(116)
(134)
487
65,163
(18,405)
(59,270)
2,859
(27,428)
(18)
16,835
(8,937)
(94,364)
6,070
(40,448)
(25,618)
(167)
-0-
53,213
-0-
6,267
-0-
-0-
8,601
(29,839)
(31,514)
125,634
(9,965)
(2,058)
(182)
6,720
810
66,839
(5,320)
(76,761)
2,657
(23,241)
(1,105)
-0-
-0-
(103,770)
105,984
3,309
(7,115)
(4,737)
-0-
96,141
(95,017)
6,003
(12)
(1,830)
659
(31,943)
(26,657)
46,528
9,597
18,996
(7,909)
(3,817)
699
3,164
781
38,516
(36,654)
(64,535)
2,745
(22,231)
(1,800)
125
-0-
(122,350)
44,850
(24,373)
(21,624)
(752)
96,688
15,931
-0-
-0-
23,796
-0-
(237)
2,603
(25,709)
(21,120)
90,053
6,219
12,777
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of mortgages assumed
Net Proceeds (Payments) from Short Term Borrowings
Principal Payments of Mortgages and Loans
Financing Costs on Debt
Proceeds from Issuance of Preferred Stock, net of offering costs
Proceeds from At-The-Market Preferred Equity Program, net of offering
costs
Redemption of 8.0% Series B Preferred Stock
Proceeds from At-The-Market Common Equity Program,
net of offering costs
Proceeds from Issuance of Common Stock in the DRIP, net of
dividend reinvestments
Repurchase of Preferred Stock, net
Repurchase of Common Stock, net
Proceeds from Exercise of Stock Options
Preferred Dividends Paid
Common Dividends Paid, net of dividend reinvestments
Net Cash Provided by Financing Activities
179,069
1,743
Net Increase in Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
96,433
28,593
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END
OF YEAR
$ 125,026
$ 28,593
$ 18,996
See Accompanying Notes to Consolidated Financial Statements
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UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021 and 2020
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.
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020,
the United States declared a national emergency with respect to COVID-19. The Company’s 127 residential communities
remain open and operational. The effects of the COVID-19 pandemic did not significantly impact the Company’s
operating results for the year ended December 31, 2021. However, the future effects of the evolving impact of the COVID-
19 pandemic are uncertain.
Description of the Business
As of December 31, 2021, the Company owned and operated 127 manufactured home communities
containing approximately 24,000 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
Arbor Estates
Auburn Estates
Bayshore Estates
Birchwood Farms
Boardwalk
Broadmore Estates
Brookside Village
Brookview Village
Camelot Village
Camelot Woods
Candlewick Court
Carsons
Catalina
Cedarcrest Village
Chambersburg I & II
Chelsea
Cinnamon Woods
City View
Clinton Mobile Home Resort
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry Village
Memphis, Tennessee
Doylestown, Pennsylvania
Orrville, Ohio
Sandusky, Ohio
Birch Run, Michigan
Elkhart, Indiana
Goshen, Indiana
Berwick, Pennsylvania
Greenfield Center, New York
Anderson, Indiana
Altoona, Pennsylvania
Owosso, Michigan
Chambersburg, Pennsylvania
Middletown, Ohio
Vineland, New Jersey
Chambersburg, Pennsylvania
Sayre, Pennsylvania
Conowingo, Maryland
Lewistown, Pennsylvania
Tiffin, Ohio
Horseheads, New York
Wintersville, Ohio
Muncie, Indiana
Ravenna, Ohio
Columbia, Tennessee
Cranberry Township, Pennsylvania
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MANUFACTURED HOME COMMUNITY
LOCATION
Crestview
Cross Keys Village
Crossroads Village
Dallas Mobile Home Community
Deer Meadows
Deer Run
D & R Village
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Forest Creek
Forest Park Village
Fox Chapel Village
Frieden Manor
Friendly Village
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
High View Acres
Highland
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Hillside Estates
Holiday Village
Holiday Village
Holly Acres Estates
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
Lake Erie Estates
Lake Sherman Village
Lakeview Meadows
Laurel Woods
Little Chippewa
Maple Manor
Marysville Estates
Meadowood
Meadows
Meadows of Perrysburg
Melrose Village
Melrose West
Memphis Blues
Monroe Valley
Moosic Heights
Mount Pleasant Village
Mountaintop
New Colony
Northtowne Meadows
Oak Ridge Estates
Oakwood Lake Village
Athens, Pennsylvania
Duncansville, Pennsylvania
Mount Pleasant, Pennsylvania
Toronto, Ohio
New Springfield, Ohio
Dothan, Alabama
Clifton Park, New York
Lodi, Ohio
Bedford, Ohio
Mantua, Ohio
Millville, New Jersey
Elizabeth, Pennsylvania
Elkhart, Indiana
Cranberry Township, Pennsylvania
Cheswick, Pennsylvania
Schuylkill Haven, Pennsylvania
Perrysburg, Ohio
Chambersburg, Pennsylvania
Honey Brook, Pennsylvania
Dublin, Ohio
Inkerman, Pennsylvania
Apollo, Pennsylvania
Elkhart, Indiana
Kutztown, Pennsylvania
Lower Burrell, Pennsylvania
Marysville, Ohio
Greensburg, Pennsylvania
Nashville, Tennessee
Elkhart, Indiana
Erie, Pennsylvania
Peninsula, Ohio
Tarrs, Pennsylvania
Clinton, Pennsylvania
Sumter, South Carolina
Monticello, New York
Fredonia, New York
Navarre, Ohio
Lakeview, Ohio
Cresson, Pennsylvania
Orrville, Ohio
Taylor, Pennsylvania
Marysville, Ohio
New Middletown, Ohio
Nappanee, Indiana
Perrysburg, Ohio
Wooster, Ohio
Wooster, Ohio
Memphis, Tennessee
Jonestown, Pennsylvania
Avoca, Pennsylvania
Mount Pleasant, Pennsylvania
Narvon, Pennsylvania
West Mifflin, Pennsylvania
Erie, Michigan
Elkhart, Indiana
Tunkhannock, Pennsylvania
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MANUFACTURED HOME COMMUNITY
LOCATION
Olmsted Falls
Oxford Village
Parke Place
Perrysburg Estates
Pikewood Manor
Pine Ridge Village/Pine Manor
Pine Valley Estates
Pleasant View Estates
Port Royal Village
Redbud Estates
River Valley Estates
Rolling Hills Estates
Rostraver Estates
Sandy Valley Estates
Shady Hills
Somerset Estates/Whispering Pines
Southern Terrace
Southwind Village
Spreading Oaks Village
Springfield Meadows
Suburban Estates
Summit Estates
Summit Village
Sunny Acres
Sunnyside
Trailmont
Twin Oaks I & II
Twin Pines
Valley High
Valley Hills
Valley Stream
Valley View I
Valley View II
Valley View Honeybrook
Voyager Estates
Waterfalls Village
Wayside
Weatherly Estates
Wellington Estates
Woodland Manor
Woodlawn Village
Woods Edge
Wood Valley
Worthington Arms
Youngstown Estates
Olmsted Township, Ohio
West Grove, Pennsylvania
Elkhart, Indiana
Perrysburg, Ohio
Elyria, Ohio
Carlisle, Pennsylvania
Apollo, Pennsylvania
Bloomsburg, Pennsylvania
Belle Vernon, Pennsylvania
Anderson, Indiana
Marion, Ohio
Carlisle, Pennsylvania
Belle Vernon, Pennsylvania
Magnolia, Ohio
Nashville, Tennessee
Somerset, Pennsylvania
Columbiana, Ohio
Jackson, New Jersey
Athens, Ohio
Springfield, Ohio
Greensburg, Pennsylvania
Ravenna, Ohio
Marion, Indiana
Somerset, Pennsylvania
Eagleville, Pennsylvania
Goodlettsville, Tennessee
Olmsted Township, Ohio
Goshen, Indiana
Ruffs Dale, Pennsylvania
Ravenna, Ohio
Mountaintop, Pennsylvania
Ephrata, Pennsylvania
Ephrata, Pennsylvania
Honey Brook, Pennsylvania
West Newton, Pennsylvania
Hamburg, New York
Bellefontaine, Ohio
Lebanon, Tennessee
Export, Pennsylvania
West Monroe, New York
Eatontown, New Jersey
West Lafayette, Indiana
Caledonia, Ohio
Lewis Center, Ohio
Youngstown, New York
In addition to the manufactured home communities owned by the Company listed above, the Company’s
recently-formed joint venture with Nuveen Real Estate owns a newly-developed manufactured home community
named Sebring Square, located in Sebring, Florida, which was acquired in December 2021.
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
-75-
are all 100% wholly-owned. The consolidated financial statements of the Company include all of these subsidiaries.
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 2021 and 2020, we acquired 5 value-add communities containing
853 sites and developed 271 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 $2.6 and $2.5 million for the years ended December
31, 2021 and 2020, 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 utilizes the experience and knowledge of its internal valuation team to derive
certain assumptions used to determine an operating property’s cash flow. Such assumptions include lease-up rates,
rental rates, rental growth rates, and capital expenditures. The Company reviewed its operating properties in light of
the requirements of ASC 360-10 and determined that, as of December 31, 2021, the undiscounted cash flows over the
expected holding period for these properties were in excess of their carrying values and, therefore, no impairment
charges were required.
-76-
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 2020 and 2021 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, 2021 and 2020, 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.
-77-
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, 2021 and 2020, the reserves for uncollectible accounts, notes and other receivables were
$2.1 million and $1.6 million, respectively. For the years ended December 31, 2021, 2020 and 2019 the provisions
for uncollectible notes and other receivables were $1.2 million, $1.5 million and $1.4 million, respectively. Charge-
offs and other adjustments related to repossessed homes for the years ended December 31, 2021, 2020 and 2019
amounted to $712,000, $1.2 million and $1.2 million, respectively. In 2020, the Company adopted ASU No. 2016-
13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”
See “Recently Adopted Accounting Pronouncements” below for additional information regarding the adoption of this
ASU.
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
6.9% and the average maturity is approximately 9 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, 2021 and 2020, accumulated amortization amounted to $7.2 million and $6.2
million, respectively. The Company estimates that aggregate amortization expense will be approximately $1.0 million
for 2022, $722,000 for 2023, $676,000 for 2024, $543,000 for 2025, $397,000 for 2026 and $978,000 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 ground lease at one
community. As of December 31, 2021, the right-of-use assets and corresponding lease liabilities of $3.5 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 are as follows (in
thousands):
2022
2023
2024
2025
2026
Thereafter
Total Lease Payments
-78-
$ 423
391
391
391
391
19,105
$ 21,092
The weighted average remaining lease term for these leases is 164.0 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):
12/31/21
12/31/20
12/31/19
12/31/18
$116,175
8,851
$15,336
13,257
$12,902
6,094
$7,433
5,344
$125,026
$28,593
$18,996
$12,777
Cash and Cash Equivalents
Restricted Cash
Cash, Cash Equivalents
And Restricted Cash
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.
Notes Receivables
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, 2021 and 2020, the Company had
notes receivable of $51.9 million and $43.4 million, net of a fair value adjustment of $1.0 million and $0.9 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.
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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 (46.3 million, 41.4 million and 39.9 million in 2021, 2020 and 2019,
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, 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, 2019, common stock equivalents resulting from employee stock options to purchase 2.6 million
shares of common stock amounted to 294,000 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 $3.4 million, $1.3 million and $1.9 million have been recognized in 2021, 2020 and 2019,
respectively. During 2021, 2020 and 2019, compensation costs included a one-time charge of $44,000, $127,000 and
$179,000, 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 7 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 11).
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,
2021. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest
expense. As of December 31, 2021, the tax years 2018 through and including 2021 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.
-80-
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 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%.
Acquisitions in 2020
On July 24, 2020, the Company acquired Camelot Woods, located in Altoona, Pennsylvania, for
approximately $3.3 million. This all-age community contains a total of 147 developed homesites that are situated on
approximately 27 total acres. At the date of acquisition, the average occupancy for this community was approximately
56%.
On September 21, 2020, the Company acquired Lake Erie Estates, located in Fredonia, New York, for
approximately $4.5 million. This community contains a total of 163 developed homesites that are situated on
approximately 21 total acres. At the date of acquisition, the average occupancy for this community was approximately
71%. In conjunction with this acquisition, the Company assumed a mortgage of approximately $2.7 million on this
property (See Note 5).
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 $109,000 for 2021 and $223,000 for 2020, 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, 2021 and 2020, respectively (in thousands):
2021 Acquisitions
2020 Acquisitions
Assets Acquired:
Land
Depreciable Property
Notes Receivable and Other
Total Assets Acquired
$
$
$
986
17,223
197
18,406
$
693
7,301
-0-
7,994
Total Income, Community Net Operating Income (“Community NOI”)* and Net Income (Loss) for
communities acquired in 2021 and 2020, which are included in our Consolidated Statements of Income (Loss) for the
years ended December 31, 2021 and 2020, are as follows (in thousands):
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2021 Acquisitions
2021
2020 Acquisitions
2021
2020
Total Income
Community NOI *
Net Income (Loss)
$
$
$
1,134
235
(740)
$
$
$
1,092
474
(238)
$
$
$
374
158
(73)
*Community NOI is defined as rental and related income less community operating expenses.
See Note 6 for additional information relating to Loans and Mortgages Payable and Note 17 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 newly-formed joint venture
with Nuveen Real Estate consummated its first acquisition in December 2021. (See Note 5.)
Accumulated Depreciation
The following is a summary of accumulated depreciation by major classes of assets (in thousands):
Site and Land Improvements
Buildings and Improvements
Rental Homes and Accessories
Equipment and Vehicles
Total Accumulated Depreciation
NOTE 4 – MARKETABLE SECURITIES
December 31, 2021
December 31, 2020
$ 199,482
10,020
87,104
19,467
$ 316,073
$ 175,219
8,860
71,112
17,632
$ 272,823
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.
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The following is a listing of marketable securities at December 31, 2021 (in thousands):
Interest Number
of Shares
Series Rate
Cost
Market
Value
Equity Securities:
Preferred Stock:
Cedar Realty Trust, Inc.
Cedar Realty Trust, Inc.
Centerspace
Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust
Total Preferred Stock
Common Stock:
CBL & Associates Properties, Inc.
Five Star Senior Living
Franklin Street Properties Corporation
Industrial Logistics Properties Trust
Kimco Realty Corporation
Monmouth Real Estate Investment Corporation (1)
Office Properties Income Trust
Orion Office REIT, Inc.
Pennsylvania Real Estate Investment Trust
Diversified HealthCare Trust
Urstadt Biddle Properties, Inc.
Realty Income Corporation
Washington Prime Group
Total Common Stock
B
C
C
B
D
7.250%
6.500%
6.625%
7.375%
6.875%
10
20
20
40
20
12
12
220
87
890
2,655
562
18
222
171
100
185
3
$237
494
500
1,000
498
2,729
18,230
45
2,219
1,729
16,677
25,031
36,418
293
2,316
2,920
2,049
10,910
6,489
125,326
$264
505
522
304
145
1,740
361
34
1,309
2,186
21,939
55,778
13,948
345
226
528
2,130
13,224
-0-
112,008
Total Marketable Securities
$128,055
$113,748
(1) Related entity – See Note 9.
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The following is a listing of marketable securities at December 31, 2020 (in thousands):
Interest Number
of Shares
Series Rate
Cost
Market
Value
D
E
B
C
I
C
B
D
H
7.375%
6.625%
7.250%
6.500%
7.150%
6.625%
7.375%
6.875%
6.250%
Equity Securities:
Preferred Stock:
CBL & Associates Properties, Inc.
CBL & Associates Properties, Inc.
Cedar Realty Trust, Inc.
Cedar Realty Trust, Inc.
Colony Capital Inc.
Centerspace
Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust
Urstadt Biddle Properties, Inc.
Total Preferred Stock
Common Stock:
CBL & Associates Properties, Inc.
Diversified Healthcare Trust
Five Star Senior Living
Franklin Street Properties Corporation
Industrial Logistics Properties Trust
Kimco Realty Corporation
Monmouth Real Estate Investment Corporation (1)
Office Properties Income Trust
Pennsylvania Real Estate Investment Trust
Tanger Factory Outlet
Urstadt Biddle Properties, Inc.
Vereit, Inc.
Washington Prime Group
Total Common Stock
2
63
10
20
20
20
40
20
13
1,600
171
12
220
502
910
2,655
562
222
180
100
282
89
$ 50
1,487
219
494
500
500
1,000
498
313
5,061
16,692
2,920
45
2,219
9,951
17,052
25,031
36,418
2,316
4,229
2,049
12,059
6,489
137,470
$ 2
50
206
428
472
520
404
206
313
2,601
66
704
80
961
11,698
13,659
45,982
12,757
222
1,793
1,413
10,657
579
100,571
Total Marketable Securities
$142,531
$103,172
(1) Related entity – See Note 9.
The Company normally holds REIT securities long term and has the ability and intent to hold securities to
recovery. As of December 31, 2021, 2020 and 2019, the securities portfolio had net unrealized holding losses of $14.3
million, $39.4 million and $25.2 million, respectively.
NOTE 5- INVESTMENT IN JOINT VENTURE
On December 8, 2021, the Company and Nuveen Real Estate, a part of Nuveen Global Investments LLC
(“Nuveen”), 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. Committed capital will 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 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
-84-
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 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. Except for investment opportunities that are offered to and declined by Nuveen,
the Company will be 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 will 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 Company, through its joint venture with Nuveen Real Estate, closed on the
acquisition of 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. It is situated on approximately
39 acres. The Company manages this community on behalf of the joint venture. See Note 13 for additional
information.
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NOTE 6 – LOANS AND MORTGAGES PAYABLE
Loans Payable
The Company may purchase securities on margin. The interest rates charged on the margin loans at
December 31, 2021 and 2020 was 0.75%. These margin loans are due on demand. At December 31, 2021 and 2020,
the margin loans amounted to $-0- and $17.6 million, respectively, and are collateralized by the Company’s securities
portfolio. The Company must maintain a coverage ratio of approximately 2 times.
The Company has revolving credit agreements totaling $28.5 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, 2021 and 2020, the total
amount outstanding on these lines was $10.9 million and $13.1 million, respectively, with a weighted average interest
rate of 4.38% and 4.44%, 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, with a one year extension at the Bank’s option. As of December 31, 2021 and 2020, 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, with a one-year extension available at the Company’s option. Interest is payable at prime plus 25 basis
points with a floor of 3.5%. As of December 31, 2021 and 2020, 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%.
Interest rates on borrowings are based on the Company’s overall leverage ratio and decreased from LIBOR
plus 1.75% to 2.50% or BMO’s prime lending rate plus 0.75% to 1.50%, at the Company’s option, to LIBOR 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 LIBOR plus 1.60% or at BMO’s prime lending rate plus 0.60%,
which results in an interest rate of 1.60% and 1.65% at December 31, 2021 and 2020, respectively.
As of December 31, 2021 and 2020, the amount outstanding under this Facility was $25 million and $45
million, respectively.
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The aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows
(in thousands):
Year Ended December 31,
2022
2023
2024
2025
2026
Thereafter
$ 46,945
-0-
-0-
-0-
-0-
-0-
Total Loans Payable
Unamortized Debt Issuance Costs
Total Loans Payable, net of
Unamortized Debt Issuance Costs
46,945
(188)
$ 46,757
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 3.8% and 3.9% as of December 31, 2021 and 2020, respectively, including the effect of unamortized debt issuance
costs. The weighted average interest rate as of December 31, 2021 and 2020 was 3.8%, respectively, not including
the effect of unamortized debt issuance costs. The weighted average loan maturity of the Mortgage Notes Payable
was 5.2 and 6.0 years at December 31, 2021 and 2020, respectively.
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The following is a summary of mortgages payable at December 31, 2021 and 2020 (in thousands):
Property
Allentown
Brookview Village
Candlewick Court
Catalina
Cedarcrest Village
Clinton Mobile Home Resort
Cranberry Village
D & R Village
Fairview Manor
Forest Park Village
Friendly Village
Hayden Heights
Highland Estates
Holiday Village
Holiday Village- IN
Holly Acres Estates
Kinnebrook Village
Lake Erie Estates
Lake Sherman Village
Meadows of Perrysburg
Northtowne Meadows
Olmsted Falls
Oxford Village
Perrysburg Estates
Pikewood Manor
Shady Hills
Springfield Meadows
Suburban Estates
Sunny Acres
Trailmont
Twin Oaks
Valley Hills
Waterfalls
Weatherly Estates
Wellington Estates
Woods Edge
Worthington Arms
Various (2 properties)
Various (2 properties)
Various (2 properties)
Various (4 properties)
Various (5 properties)
Various (5 properties)
Various (6 properties)
Various (13 properties)
Various (28 properties)
Total Mortgages Payable
Unamortized Debt Issuance Costs
Total Mortgages Payable, net of
Unamortized Debt Issuance Costs
At December 31, 2021
Due Date
Interest Rate
Balance at December 31,
2020
2021
4.06%
3.92%
4.10%
3.00%
3.71%
4.06%
3.92%
3.85%
3.85%
4.10%
4.618%
3.92%
4.12%
4.10%
3.96%
3.21%
3.92%
5.16%
4.10%
5.413%
4.45%
3.98%
3.41%
4.98%
5.00%
3.92%
4.83%
4.06%
4.06%
3.92%
3.37%
4.32%
4.38%
3.92%
6.35%
3.25%
4.10%
4.56%
4.27%
3.41%
4.975%
4.25%
4.75%
4.18%
4.065%
2.62%
$12,295
2,539
4,104
4,586
10,956
3,227
6,965
7,013
14,739
7,652
6,650
1,914
15,419
7,282
7,811
6,031
3,700
2,604
5,060
2,825
11,576
1,915
14,985
1,526
13,766
4,563
2,914
5,126
5,706
3,042
5,809
3,152
4,293
7,422
2,205
5,627
8,580
13,073
12,661
21,907
7,418
-0-
6,523
12,320
44,339
102,882
456,702
(4,135)
$12,587
2,603
4,201
4,853
11,238
3,303
7,139
7,191
15,076
7,833
6,906
1,962
15,744
7,454
7,998
2,077
3,792
2,657
5,180
2,888
11,818
1,962
15,301
1,558
14,103
4,677
2,975
5,248
5,842
3,118
5,930
3,220
4,386
7,607
2,263
5,940
8,783
13,335
12,902
22,368
7,596
12,694
6,692
12,581
45,588
105,221
476,390
(4,913)
$452,567
$471,477
10/01/25
04/01/25
09/01/25
08/19/25
04/01/25
10/01/25
04/01/25
03/01/25
11/01/26
09/01/25
05/06/23
04/01/25
06/01/27
09/01/25
11/01/25
09/01/31
04/01/25
07/06/25
09/01/25
10/06/23
09/06/26
04/01/25
07/01/29
09/06/25
11/29/28
04/01/25
10/06/25
10/01/25
10/01/25
04/01/25
10/01/29
06/01/26
06/01/26
04/01/25
01/01/23
01/07/26
09/01/25
02/01/27
08/01/28
07/01/29
07/01/23
01/01/22
12/06/22
08/01/27
03/01/23
09/01/30
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At December 31, 2021 and 2020, mortgages were collateralized by real property with a carrying value of
$950.9 million and $932.5 million, respectively, before accumulated depreciation and amortization. Interest costs
amounting to $1.5 million, $1.3 million and $1.5 million were capitalized during 2021, 2020 and 2019, respectively,
in connection with the Company’s expansion program. At December 31, 2021, the Company owned 127 communities
of which 28 are unencumbered.
Recent Financing Transactions
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.
During the year ended December 31, 2020
On August 20, 2020, the Company completed the financing of 28 of its previously unencumbered
communities, containing approximately 4,100 sites, through Wells Fargo Bank, N. A. for total proceeds of
approximately $106 million. This Federal National Mortgage Association (“Fannie Mae”) credit facility has a 10-
year maturity with a 30-year amortization schedule. Interest is at a fixed rate of 2.62%.
On September 21, 2020, the Company assumed a mortgage loan with a balance of approximately $2.7
million, in conjunction with its acquisition of Lake Erie Estates in Fredonia, New York. The interest rate on this
mortgage is fixed at 5.16%. This mortgage matures on July 6, 2025.
The aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):
Year Ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total
$ 17,870
71,368
10,182
138,969
35,863
182,450
$ 456,702
Subsequent to year end, the Company issued $102.7 million of its 4.72% Series A Bonds due 2027. (See
Note 16.)
NOTE 7 – 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.
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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, 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. During the year ended December 31, 2019, forty-one employees were granted options to
purchase a total of 644,000 shares. The fair value of these options for the years ended December 31, 2021, 2020 and
2019 was approximately $2.1 million, $686,000 and $1.1 million, respectively, based on assumptions noted below
and is being amortized over the vesting period. The remaining unamortized stock option expense was $2.3 million as
of December 31, 2021, which will be expensed ratably through 2026.
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:
Dividend yield
Expected volatility
Risk-free interest rate
Expected lives
Estimated forfeitures
2021
2020
2019
4.66%
24.59%
1.44%
10
-0-
5.33%
24.57%
0.89%
10
-0-
5.13%
24.04%
2.50%
10
-0-
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, 2019, options to sixteen employees to purchase
a total of 240,000 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
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purchase a total of 23,000 shares were forfeited or expired. During the year ended December 31, 2019, options to one
employee to purchase a total of 20,000 shares were forfeited.
A summary of the status of the stock options outstanding under the Company’s stock compensation plans as
of December 31, 2021, 2020 and 2019 and changes during the years then ended are as follows (in thousands):
2021
2020
2019
Weighted-
Average
Exercise
Price
Shares
Weighted-
Average
Exercise
Price
Shares
Weighted-
Average
Exercise
Price
Shares
Outstanding at
beginning of year
Granted
Exercised
Forfeited
Expired
Outstanding at end of
year
Options exercisable at
end of year
Weighted average fair
value of options
granted during the year
3,266
768
(710)
-0-
-0-
$12.03
21.90
12.11
19.36
-0-
2,637
715
(63)
(11)
(12)
$12.05
9.84
10.55
11.65
11.29
2,253
644
(240)
(20)
-0-
$12.09
13.67
10.84
13.50
-0-
3,324
14.25
3,266
12.03
2,637
12.05
2,556
2,556
1,196
$2.77
$0.96
$1.72
The following is a summary of stock options outstanding as of December 31, 2021 (in thousands):
Date of Grant
Number of
Employees
Number of
Shares
Option Price
Expiration
Date
06/11/14
06/24/15
04/05/16
01/19/17
04/04/17
04/02/18
07/09/18
12/10/18
01/02/19
04/02/19
01/17/20
03/25/20
05/20/20
03/18/21
07/14/21
* Unexercisable
4
5
8
2
21
17
4
1
2
19
1
39
2
41
46
136
195
237
60
422
301
40
25
60
419
10
637
14
159 *
609 *
3,324
9.85
9.82
9.77
14.25
15.04
13.09
15.75
12.94
11.42
13.90
16.37
9.70
11.80
19.36
22.57
06/11/22
06/24/23
04/05/24
01/19/27
04/04/27
04/02/28
07/09/28
12/10/28
01/02/29
04/02/29
01/17/30
03/25/30
05/20/30
03/18/31
07/14/31
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, 2021, 2020 and 2019 was $42.9 million, $9.3 million and
$8.3 million, respectively, of which $39.9 million, $5.7 million and $6.9 million relate to options exercisable. The
intrinsic value of options exercised in 2021, 2020 and 2019 was $3.6 million, $283,000 and $914,000, respectively,
determined as of the date of option exercise. The weighted average remaining contractual term of the above options
was 10.7, 9.9 and 9.1 years as of December 31, 2021, 2020 and 2019, respectively. For the years ended December
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31, 2021, 2020 and 2019, amounts charged to stock compensation expense relating to stock option grants, which is
included in General and Administrative Expenses, totaled $325,000, $396,000 and $1.2 million, 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:
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
June 30, 2023
Growth in cumulative Normalized FFO over the past 3 years
is 20% or greater
Bonus of 50% of the
Restricted Stock (total of
150%)
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 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. On April 2, 2019, the Company awarded a total of 118,000 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, $512,000 and $1.6
million for the years ended December 31, 2021, 2020 and 2019, respectively. These grants primarily vest in equal
installments over five years. As of December 31, 2021, there remained a total of $5.9 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 2.3
years. For the years ended December 31, 2021, 2020 and 2019, amounts charged to stock compensation expense
related to restricted stock grants, which is included in General and Administrative Expenses, totaled $3.1 million,
931,000 and $723,000, respectively.
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A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2021,
2020 and 2019, and changes during the year ended December 31, 2021, 2020 and 2019 are presented below (in
thousands):
2021
2020
2019
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Grant Date
Fair Value
Shares
Shares
Weighted-
Average
Grant Date
Fair Value
Shares
212
280
15
(73)
434
$13.69
16.51
21.68
8.48
$16.66
238
35
11
(72)
212
$13.33
14.75
12.91
12.87
$13.69
161
118
11
(52)
238
$12.44
11.12
13.51
5.69
$13.33
Non-vested at
beginning of year
Granted
Dividend Reinvested Shares
Vested
Non-vested at end of year
Other Stock-Based Awards
Effective June 20, 2018, a portion of our quarterly directors’ fee was paid with our unrestricted common
stock. 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. During 2019,
4,000 unrestricted shares of common stock were granted as directors’ fees with a weighted average fair value on the
grant date of $13.52 per share.
As of December 31, 2021, there were 2.4 million shares available for grant as stock options, restricted stock
or other stock-based awards under the 2013 Plan.
NOTE 8 – 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 2021,
2020 and 2019, 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 $752,000, $1.1 million and $376,000 in 2021, 2020 and 2019, respectively.
NOTE 9 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Transactions with Monmouth Real Estate Investment Corporation
There are four Directors of the Company who are also Directors and shareholders of MREIC. The Company
holds common stock of MREIC in its securities portfolio. As of December 31, 2021, the Company owned a total of
2.7 million shares of MREIC common stock, representing 2.7% of the total MREIC shares outstanding at December
31, 2021 (See Note 4). The Company shares one officer (Chairman of the Board) with MREIC. In November 2021,
MREIC entered into a merger agreement pursuant to which, subject to satisfaction of certain closing conditions, a
third party agreed to acquire MREIC in an all-cash merger, which, if consummated, would result in the Company and
MREIC’s other shareholders receiving a cash payment of $21.00 per share in cancellation of their MREIC common
shares. (See Note 16.)
Employment Agreements and Compensation
The Company has three-year employment agreements with Mr. Eugene W. Landy, Mr. Samuel A. Landy
and Ms. Anna T. Chew. The agreements provide for base compensation aggregating approximating $1.4 million. In
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addition, the agreements call for incentive bonuses, and an extension of services and severance payments upon certain
future events, such as a change in control.
Other Matters
Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owns a 24%
interest in the entity that is the landlord of the property where the Company’s corporate office space is located. On
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. Management believes that the aforesaid rents are no more than what the
Company would pay for comparable space elsewhere.
NOTE 10 – SHAREHOLDERS’ EQUITY
As of December 31, 2021, the Company’s authorized capital stock consists of 170.4 million shares, classified
as 144.2 million shares of common stock, par value $0.10 per share, 199,000 shares of 8.00% Series B Cumulative
Redeemable Preferred Stock (“Series B Preferred Stock”), 13.8 million shares of Series C Preferred Stock, 9.3 million
shares of Series D Preferred Stock, and 3.0 million shares of excess stock. The excess stock is designed to help us
protect our status as a REIT under the Internal Revenue Code.
Common Stock
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, 2021, 2020 and 2019 were
as follows (in thousands):
2021
2020
2019
Amounts Received
Less: Dividends Reinvested
Amounts Received, net
Number of Shares Issued
$9,773
(3,506)
$6,267
503
$9,154
(3,151)
$6,003
720
$31,503
(7,705)
$23,798
2,468
Common Stock At-The-Market Sales Program
On June 30, 2020, the Company entered into an Equity Distribution Agreement (the “2020 Common ATM
Program”) with BMO Capital Markets Corp., B. Riley FBR, Inc. (“B Riley”), Compass Point Research & Trading,
LLC, D.A. Davidson & Co., Janney Montgomery Scott LLC, and J.P. Morgan Securities LLC, as distribution agents
(the “2020 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 2020 Distribution
Agents. Sales of the shares of Common Stock under the 2020 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. Shares of Common Stock sold under the 2020 Common ATM Program were offered pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-238321), filed with the Securities and Exchange
Commission (the “SEC”) on May 15, 2020, and declared effective on June 1, 2020 (the “2020 Registration
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Statement”), and the prospectus dated June 1, 2020 included in the 2020 Registration Statement and the related
prospectus supplement dated June 30, 2020. During 2021, 4.2 million shares of Common Stock were issued and sold
at a weighted average price of $20.26 per share, generating gross proceeds of $86.0 million and net proceeds of $84.7
million, after offering expenses, under the 2020 Common ATM Program. The Company discontinued the sale of
shares under the 2020 Common ATM Program prior to July 31, 2021.
On August 16, 2021, the Company entered into a new 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 “2021 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 2021 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. The Company began selling shares under the 2021 Common
ATM Program on August 24, 2021 and through December 31, 2021, 4.0 million shares of Common Stock were issued
and sold at a weighted average price of $24.15 per share, generating gross proceeds of $96.0 million and net proceeds
of $94.4 million, after offering expenses, under the 2021 Common ATM Program. As of December 31, 2021, $4.0
million of common stock remained eligible for sale under the 2021 Common ATM Program. The additional shares
of common stock remaining available for sale under the 2021 Common ATM Program were sold during 2022 and the
2021 Common ATM Program is no longer available.
Issuer Purchases of Equity Securities
On January 13, 2021, 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 2021.
Preferred Stock
8.0% Series B Cumulative Redeemable Preferred Stock
On October 20, 2020, the Company voluntarily redeemed all 3.8 million issued and outstanding shares of its
8.0% Series B 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 October 20, 2020 redemption date in an amount of $0.2722 per share,
for a total payment of $25.2722 per share, or $96.1 million. As a result of our redemption notice, the Company
recognized a preferred share redemption charge of approximately $2.9 million related to the original issuance costs.
Upon the redemption, all 3.8 million outstanding shares of Series B Preferred reverted to authorized unissued shares
of Common Stock.
6.75% Series C Cumulative Redeemable Preferred Stock
On July 26, 2017, the Company issued 5 million shares of its new 6.75% Series C Cumulative Redeemable
Preferred Stock, Liquidation Preference $25.00 per share (“Series C 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 5
million shares, after deducting the underwriting discount and other estimated offering expenses, of approximately
$120.8 million. On August 2, 2017, the Company issued an additional 750,000 shares of Series C Preferred Stock
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pursuant to the underwriters’ exercise of their overallotment option and received additional net proceeds of
approximately $18.2 million.
Dividends on the Series C Preferred Stock shares are cumulative at an annual rate of $1.6875 per share and
will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.
The Series C Preferred Stock, par value $0.10 per share, has no maturity and will remain outstanding
indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’s
qualification as a REIT, and as described below, the Series C Preferred Stock is not redeemable prior to July 26, 2022.
On and after July 26, 2022, the Series C Preferred Stock will be 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. The Series C Preferred Stock ranks on a parity with the Company’s Series
D Preferred Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up.
Upon the occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant
to which the shares of Series C Preferred Stock were offered, each holder of the Series C Preferred Stock will have
the right to convert all or part of the shares of the Series C Preferred Stock held into common stock of the Company,
unless the Company elects to redeem the Series C Preferred Stock.
Holders of the Series C 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 in July and August 2017 of the Company’s Series C Preferred Stock, the
Company filed with the Maryland SDAT, an amendment to the Company’s charter to increase the authorized number
of shares of the Company’s common stock by 30.8 million shares. Immediately following this amendment, the
Company filed with the Maryland SDAT Articles Supplementary setting forth the rights, preferences and terms of the
Series C Preferred Stock and reclassifying 5.8 million shares of Common Stock as shares of Series C Preferred
Stock. Additionally, upon the redemption on August 31, 2017 of all 3.7 million outstanding shares of the Company’s
Series A Preferred Stock, the authorized shares of Series A Preferred automatically reverted to authorized Common
Stock, which increased our authorized Common Stock by that amount.
On April 29, 2019, the Company issued and sold a total of 4 million shares, including as a result of the
underwriters’ exercise in full of their overallotment option of 400,000 shares, of our Series C Preferred Stock at an
offering price of $25.00 per share in an underwritten registered public offering. The additional shares of Series C
Preferred Stock form a single series with, have the same terms as, and vote as a single class with, the 5.8 million
previously outstanding shares of Series C Preferred Stock issued in July 2017 and rank on a parity with the Company's
outstanding Series B Preferred Stock and its outstanding 6.375% Series D Cumulative Redeemable Preferred Stock.
After giving effect to the April 2019 offering, the Company had a total of 9.8 million shares of Series C Preferred
Stock outstanding.
The Company received net proceeds from the sale of the 4 million shares of Series C Preferred Stock of
approximately $96.7 million, after deducting the underwriting discount and other estimated offering expenses, and
used the proceeds for general corporate purposes, which included 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.
In conjunction with the issuance in April 2019 of the Company’s Series C Preferred Stock, on April 26, 2019
the Company filed with the Maryland SDAT, an amendment to the Company’s charter to increase the authorized
number of shares of the Company’s common stock by 16 million shares.
Immediately following this amendment, the Company filed with the Maryland SDAT Articles
Supplementary reclassifying 4 million shares of Common Stock as shares of Series C Preferred Stock.
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
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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. Except in limited circumstances relating to the Company’s
qualification as a REIT, and as described below, the Series D Preferred Stock is not redeemable prior to January 22,
2023. On and after January 22, 2023, the Series D Preferred Stock will be 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. The Series D Preferred Stock shares rank on a parity with the
Company’s Series C Preferred Stock shares with respect to dividend rights and rights upon liquidation, dissolution or
winding up.
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 2019, 2020 and 2021, 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 October 21, 2019, the Company entered into a Preferred Stock At-The-Market Sales Program (“2019
Preferred ATM Program”) with B. Riley, as distribution agent, under which the Company was permitted to 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 2019 Preferred 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 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. The Company began selling shares under the 2019 Preferred
ATM Program on October 22, 2019 and through June 30, 2020, 3.2 million shares of Series D Preferred Stock were
issued and sold under the 2019 Preferred ATM Program at a weighted average price of $25.09 per share, generating
gross proceeds of $80.5 million and net proceeds of $79.1 million, after offering expenses. Of these amounts, during
2020, we issued and sold 2.6 million shares of Series D Preferred Stock at a weighted average price of $25.06 per
share, generating gross proceeds of $64.1 million and net proceeds after offering expenses of $63.1 million. The
Company discontinued the sale of shares under the 2019 Preferred ATM Program prior to June 30, 2020.
On July 15, 2020, the Company filed with the Maryland SDAT Articles Supplementary reclassifying and
designating 3.3 million shares of the Company’s Common Stock as shares of Series D Preferred Stock. Following
the filing of the Articles Supplementary, the authorized capital stock of the Company consisted of 140.4 million shares
of Common Stock, 4.0 million shares of Series B Preferred Stock, 13.8 million shares of Series C Preferred Stock, 9.3
million shares of Series D Preferred Stock and 3 million shares of excess stock, par value $0.10 per share.
Additionally, upon the redemption on October 20, 2020 of all 3.7 million outstanding shares of the Company’s Series
B Preferred Stock, the authorized shares of Series B Preferred Stock automatically reverted to authorized Common
Stock, which increased our authorized Common Stock by 3.7 million shares.
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On July 22, 2020, the Company entered into a new Preferred ATM Stock At-The-Market Sales Program
(“2020 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 2020 Preferred ATM Program are “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 2020 Preferred
ATM Program are offered pursuant to the Company’s 2020 Registration Statement and are sold and issued 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 2020 Preferred ATM Program replaced the 2019 Preferred ATM
Program. During 2021, 2.2 million shares of Series D Preferred Stock were issued and sold at a weighted average
price of $24.89 per share, generating total gross proceeds of $54.1 million and total net proceeds of $53.2 million,
after offering expenses. As of December 31, 2021, $12.2 million in shares of Series C Preferred Stock and/or Series
D Preferred Stock remained eligible for sale under the 2020 Preferred ATM Program.
NOTE 11 – DISTRIBUTIONS
Common Stock
The following cash distributions, including dividends reinvested, were paid to common shareholders during
the three years ended December 31, 2021, 2020 and 2019 (in thousands):
Quarter Ended
Amount
Per Share
Amount
Per Share
Amount
Per Share
2021
2020
2019
March 31
June 30
September 30
December 31
$8,048
8,629
9,016
9,327
$0.19
0.19
0.19
0.19
$7,417
7,417
7,454
7,520
$0.18
0.18
0.18
0.18
$6,980
7,159
7,322
7,364
$35,020
$0.76
$29,808
$0.72
$28,825
These amounts do not include the discount on shares purchased through the Company’s DRIP.
$0.18
0.18
0.18
0.18
$0.72
On January 12, 2022, the Company declared a 5.3% increase in the cash dividend, raising it from a quarterly
$0.19 per share to $0.20 per share, beginning with the dividend to be paid on March 15, 2022 to shareholders of record
as of the close of business on February 15, 2022.
Preferred Stock
The following dividends were paid to holders of our Series B Preferred Stock during the years ended
December 31, 2020 and 2019:
Declaration
Date
1/15/2020
4/2/2020
7/1/2020
9/11/2020
Record Date
Payment Date
Dividend
2/18/2020
5/15/2020
8/17/2020
9/11/2020
3/16/2020
6/15/2020
9/15/2020
10/20/2020
$1,900,600
1,900,335
1,900,335
1,034,541
Dividend
per Share
$0.50
0.50
0.50
0.2722
$6,735,811
$1.7722
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Declaration
Date
1/15/2019
4/1/2019
7/1/2019
10/1/2019
Record Date
Payment Date
Dividend
2/15/2019
5/15/2019
8/15/2019
11/15/2019
3/15/2019
6/17/2019
9/16/2019
12/16/2019
$1,900,600
1,900,600
1,900,600
1,900,600
$7,602,400
Dividend
per Share
$0.50
0.50
0.50
0.50
$2.00
The following dividends were paid to holders of our Series C Preferred Stock during the years ended
December 31, 2021, 2020 and 2019:
Declaration
Date
Record Date
Payment Date
Dividend
1/15/2021
4/1/2021
7/1/2021
10/1/2021
1/15/2020
4/2/2020
7/1/2020
10/1/2020
1/15/2019
4/1/2019
7/1/2019
10/1/2019
2/16/2021
5/17/2021
8/15/2021
11/15/2021
2/18/2020
5/15/2020
8/17/2020
11/16/2020
2/15/2019
5/15/2019
8/15/2019
11/15/2019
Dividend
per Share
$0.421875
0.421875
0.421875
0.421875
3/15/2021
6/15/2021
9/15/2021
12/15/2021
$4,169,813
4,169,813
4,169,813
4,169,813
$16,679,252
$1.68750
3/16/2020
6/15/2020
9/15/2020
12/15/2020
$4,113,281
4,113,281
4,127,330
4,169,813
$0.421875
0.421875
0.421875
0.421875
$16,523,705
$1.68750
3/15/2019
6/17/2019
9/16/2019
12/16/2019
$2,425,781
4,113,281
4,113,281
4,113,281
$0.421875
0.421875
0.421875
0.421875
$14,765,624
$1.68750
On January 12, 2022, the Board of Directors declared a quarterly dividend of $0.421875 per share for the
period from December 1, 2021 through February 28, 2022, on the Company's Series C Preferred Stock payable March
15, 2022 to shareholders of record as of the close of business on February 15, 2022.
The following dividends were paid to holders of our Series D Preferred Stock during the years ended
December 31, 2021, 2020 and 2019:
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Declaration
Date
Record Date
Payment Date
Dividend
1/15/2021
4/1/2021
7/1/2021
10/1/2021
1/15/2020
4/2/2020
7/1/2020
10/1/2020
1/15/2019
4/1/2019
7/1/2019
10/1/2019
2/16/2021
5/17/2021
8/15/2021
11/15/2021
2/18/2020
5/15/2020
8/17/2020
11/16/2020
2/15/2019
5/15/2019
8/15/2019
11/15/2019
3/15/2021
6/15/2021
9/15/2021
12/15/2021
$2,869,321
3,430,045
3,430,045
3,430,045
Dividend
per Share
$0.3984375
0.3984375
0.3984375
0.3984375
$13,159,456
$1.59375
3/16/2020
6/15/2020
9/15/2020
12/15/2020
$2,076,126
2,076,126
2,081,704
2,449,415
$0.3984375
0.3984375
0.3984375
0.3984375
$8,683,371
$1.59375
3/15/2019
6/17/2019
9/16/2019
12/16/2019
$796,876
796,876
796,876
950,760
$0.3984375
0.3984375
0.3984375
0.3984375
$3,341,388
$1.59375
On January 12, 2022, the Board of Directors declared a quarterly dividend of $0.3984375 per share for the
period from December 1, 2021 through February 28, 2022, on the Company's Series D Preferred Stock payable March
15, 2022 to shareholders of record as of the close of business on February 15, 2022.
NOTE 12 – FEDERAL INCOME TAXES
Characterization of Distributions
The following table characterizes the distributions paid for the years ended December 31, 2021, 2020 and
2019:
2021
2020
2019
Amount
Percent
Amount
Percent
Amount
Percent
Common Stock
Ordinary income $
Capital gains
Return of capital
0.024636
0.002008
0.733356
3.24% $
0.26%
96.50%
-0-
-0-
0.72
-0-% $
-0-%
100.00%
$
0.76
100.00% $
0.72
100.00% $
-0-
-0-
0.72
0.72
Preferred Stock - Series B
Ordinary income $
Capital gains
Return of capital
$
-0-
-0-
-0-
-0-
-0-% $
-0-%
-0-%
0.661633
-0-
1.110567
37.33% $
-0-%
62.67%
1.18476
0.05394
0.76130
-0-% $
1.772200
100.00% $
2.00000
100.00%
-100-
-0-%
-0-%
100.00%
100.00%
59.24%
2.70%
38.06%
2021
2020
2019
Amount
Percent
Amount
Percent
Amount
Percent
Preferred Stock - Series C
Ordinary income $
Capital gains
Return of capital
1.560268
0.127232
-0-
92.46% $
7.54%
-0-%
0.630008
-0-
1.057492
37.33% $
-0-%
62.67%
0.999640
0.045508
0.642352
59.24%
2.70%
38.06%
$
1.687500
100.00% $
1.687500
100.00% $
1.687500
100.00%
Preferred Stock - Series D
Ordinary income $
Capital gains
Return of capital
1.473586
0.120164
-0-
92.46% $
7.54%
-0-%
0.595008
-0-
0.998742
37.33% $
-0-%
62.67%
0.94410
0.04298
0.60667
59.24%
2.70%
38.06%
$
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 years ended December 31, 2021, 2020 and 2019, S&F had operating losses for financial reporting
purposes of $1.4 million, $273,000 and $1.3 million, respectively. Therefore, a valuation allowance has been
established against any deferred tax assets relating to S&F. For the years ended December 31, 2021, 2020 and 2019,
S&F recorded $10,000, $10,000 and $8,000, respectively, in federal, state and franchise taxes.
NOTE 13 – 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, 2021, the total loan balance under this agreement was approximately
$1.3 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, 2021, the total loan balance owed to 21st Mortgage
with respect to homes in these acquired communities was approximately $1.5 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
-101-
Other Receivables is approximately $46.0 million of loans that the Company acquired under the COP Program as of
December 31, 2021.
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 Real Estate, which governs the joint venture formed between the
Company and Nuveen Real Estate. 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. (See Note 5).
NOTE 14 - 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, 2021 and 2020 (in thousands):
Fair Value Measurements at Reporting Date Using
December 31, 2021:
Equity Securities - Preferred Stock
Equity Securities - Common Stock
Total
December 31, 2020:
Equity Securities - Preferred Stock
Equity Securities - Common Stock
Total
Total
$1,740
112,008
$113,748
$2,601
100,571
$103,172
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$1,740
112,008
$113,748
$2,601
100,571
$103,172
$-0-
-0-
$-0-
$-0-
-0-
$-0-
$-0-
-0-
$-0-
$-0-
-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
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maturities. These fair value measurements fall within level 2 of the fair value hierarchy. 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. As of December 31, 2020, the fair and carrying value of fixed rate mortgages payable amounted to
$487.7 million and $476.4 million, respectively.
NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the years ended December 31, 2021, 2020 and 2019 was $19.7 million, $18.3
million and $18.4 million, respectively. Interest cost capitalized to land development during the years ended
December 31, 2021, 2020 and 2019 was $1.5 million, $1.3 million and $1.5 million, respectively.
During the years ended December 31, 2020 and 2019, the Company assumed mortgages totaling $2.7 million
and $19.4 million, respectively, for the acquisition of communities.
During the years ended December 31, 2021, 2020 and 2019, land development costs of $25.9 million, $14.4
million and $19.7 million, respectively were transferred to investment property and equipment and placed in service.
During the years ended December 31, 2021, 2020 and 2019, the Company had dividend reinvestments of
$3.5 million, $3.2 million and $7.7 million, respectively which required no cash transfers.
NOTE 16 – 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.
Restricted Stock Awards
On January 12, 2022, the Company awarded approximately 25,000 shares of restricted stock to five
employees.
Issuance of Series A Bonds
On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, or the
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 will 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 effect 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.
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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).
Listing of Common Stock on the TASE
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.
MREIC
On February 17, 2022, the shareholders of MREIC approved a proposed sale of MREIC pursuant to a merger
agreement with a third party, whereby such third party would acquire MREIC in an all-cash merger and the Company
and MREIC’s other shareholders would receive a cash payment of $21.00 per share in cancellation of their MREIC
common shares. As of December 31, 2021, the Company owned 2.7 million shares of MREIC common stock. This
transaction is expected to be consummated by February 28, 2022.
NOTE 17– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2020 and
through 2021. 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).
Rental and Related Income
Community Operating Expenses
Net Income (Loss) Attributable to Common Shareholders
Net Income (Loss) Attributable to Common Shareholders per
Share:
Basic
Diluted
For the years ended December 31,
2021
2020
$159,465
68,254
21,290
$145,658
64,692
(30,273)
0.46
0.45
(0.73)
(0.73)
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UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column B
Name
Location
Encumbrances
Land
Column C
Initial Cost
Site, Land
Column D
& Building
Improvements
and Rental Homes
Capitalization
Subsequent to
Acquisition
Memphis, TN
Doylestown, PA
Orrville, OH
Sandusky, OH
Birch Run, MI
Elkhart, IN
Goshen, IN
Berwick, PA
Greenfield Ctr, NY
Anderson, IN
Altoona, PA
Owosso, MI
Chambersburg, PA
Middletown, OH
Vineland, NJ
Chambersburg, PA
Sayre, PA
Conowingo, MD
Lewistown, PA
Tiffin, OH
Horseheads, NY
Wintersville, OH
Muncie, IN
Ravenna, OH
Columbia, TN
Cranberry Twp, PA
Athens, PA
Duncansville, PA
Mount Pleasant, PA
Clifton Park, NY
Allentown
Arbor Estates
Auburn Estates
Bayshore Estates
Birchwood Farms
Boardwalk
Broadmore Estates
Brookside
Brookview
Camelot Village
Camelot Woods
Candlewick Court
Carsons
Catalina
Cedarcrest Village
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R Village
Dallas Mobile Home Toronto, OH
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
High View Acres
Highland
Highland Estates
Hillcrest Crossing
Hillcrest Estates
New Springfield, OH
Dothan, AL
Lodi, OH
Bedford, OH
Mantua, OH
Millville, NJ
Elizabeth, PA
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Chambersburg, PA
Honey Brook, PA
Dublin, OH
Inkerman, PA
Apollo, PA
Elkhart, IN
Kutztown, PA
Lower Burrell, PA
Marysville, OH
$
12,295
$
250 $
(2)
(4)
-0-
(2)
13,073 (6)
44,339 (2)
-0-
2,539
-0-
4,104
4,586
10,956
(7)
(1)
(1)
(3)
(1)
-0-
3,227
(1)
(2)
-0-
102,881
6,965
-0-
7,013
-0-
-0-
14,739
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(2)
7,652
-0-
12,320 (3)
6,650
-0-
(2)
1,914
-0-
(1)
(2)
15,419
(1)
(1)
-105-
2,650
114
561
70
1,796
1,120
372
38
824
573
159
176
1,008
320
108
124
1,884
137
142
196
67
174
205
394
182
188
61
183
392
276
226
298
99
49
105
216
1,214
440
75
372
643
1,215
63
370
248
573
825
510
145
961
1,277
2,569 $
8,266
1,174
9,553
2,797
4,768
11,136
4,776
233
2,480
2,767
7,087
2,411
11,735
1,866
2,397
2,049
2,116
613
3,302
2,318
2,383
1,926
2,896
6,917
1,923
2,258
378
1,403
704
2,729
2,299
4,242
1,121
2,372
1,277
1,167
5,746
7,004
977
4,082
5,294
18,141
584
1,220
2,148
2,152
4,264
7,084
1,695
1,464
3,034
14,003
2,581
896
2,067
4,219
216
12,006
3,892
11,529
518
1,567
5,910
2,655
12,567
3,614
818
2,220
1,117
1,530
484
3,426
8,076
6,057
5,934
11,537
4,489
3,086
4,731
220
3,728
3,500
3,861
1,610
586
1,522
1,202
11,029
2,892
2,479
9,623
3,574
4,670
9,510
147
1,266
948
14,406
592
5,980
12,724
8,736
5,630
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column B
Name
Location
Encumbrances
Land
Column C
Initial Cost
Column D
Site, Land
& Building
Improvements
and Rental Homes
Capitalization
Subsequent to
Acquisition
Wooster, OH
Wooster, OH
Memphis, TN
Jonestown, PA
Avoca, PA
Greensburg, PA
Nashville, TN
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Taylor, PA
Marysville, OH
New Middletown, OH
Nappanee, IN
Hillside Estates
Holiday Village
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Maple Manor
Marysville Estates
Meadowood
Meadows
Meadows of Perrysburg Perrysburg, OH
Melrose Village
Melrose West
Memphis Blues
Monroe Valley
Moosic Heights
Mount Pleasant Village Mount Pleasant, PA
Mountaintop
New Colony
Northtowne Meadows
Oak Ridge
Oakwood Lake
Olmsted Falls
Oxford
Parke Place
Perrysburg Estates
Pikewood Manor
Pine Ridge/Pine Manor Carlisle, PA
Apollo, PA
Pine Valley
Bloomsburg, PA
Pleasant View
Belle Vernon, PA
Port Royal
Anderson, IN
Redbud Estates
Marion, OH
River Valley
Carlisle, PA
Rolling Hills Estates
Belle Vernon, PA
Rostraver Estates
Magnolia, OH
Sandy Valley
Nashville, TN
Shady Hills
Somerset, PA
Somerset/Whispering
Columbiana, OH
Southern Terrace
Jackson, NJ
Southwind
Athens, OH
Spreading Oaks
Springfield, OH
Springfield Meadows
Greensburg, PA
Suburban Estates
Ravenna, OH
Summit Estates
Marion, IN
Summit Village
Somerset, PA
Sunny Acres
Eagleville, PA
Sunnyside
Goodlettsville, TN
Trailmont
Olmsted Township, OH
Twin Oaks
Goshen, IN
Twin Pines
Narvon, PA
West Mifflin, PA
Erie, PA
Elkhart, IN
Tunkhannock, PA
Olmsted Township, OH
West Grove, PA
Elkhart, IN
Perrysburg, OH
Elyria, OH
$
(5) $
484 $
7,282
7,811
6,031
(1)
(1)
7,418 (5)
-0-
3,700
2,604
5,060
(1)
-0-
(4)
-0-
(1)
(2)
-0-
2,825
6,523 (4)
(4)
-0-
(3)
-0-
(1)
(3)
(1)
11,576
(2)
-0-
1,915
14,985
(6)
1,526
13,766
-0-
-0-
-0-
-0-
12,661
(7)
-0-
(1)
(5)
-0-
4,563
(1)
(2)
21,907 (8)
-0-
2,914
5,126
(1)
-0-
5,706
3,042
5,809
(2)
(2)
-106-
1,632
491
194
141
399
686
121
236
104
290
574
433
113
674
810
152
549
2,146
767
94
78
114
330
280
134
429
1,272
500
379
569
175
4,317
399
1,053
38
670
282
150
1,739
236
301
814
270
337
1,485
63
100
67
1,230
299
198
522
287
450
411
823
650
2,679 $
5,618
13,808
3,591
3,516
865
2,784
3,324
1,403
4,391
1,458
1,104
2,070
1,135
9,433
4,556
3,191
6,721
5,541
5,429
1,040
810
994
3,794
3,502
1,665
4,129
23,859
7,524
1,639
3,031
991
10,341
4,047
22,068
198
1,337
2,175
2,492
15,091
785
1,419
2,204
1,941
3,379
2,050
3,387
603
1,327
3,093
5,837
2,779
2,821
6,114
2,674
1,867
3,527
6,307
3,648
13,300
8,593
1,288
5,900
2,173
4,996
699
14,731
2,600
14,582
1,999
5,721
2,739
7,845
7,962
5,140
10,904
1,004
7,526
118
12,023
715
3,902
1,528
1,593
1,712
2,732
3,553
2,352
2,362
2,885
6,267
5,834
16,100
10,757
8,979
2,924
16,011
6,251
8,943
2,415
2,565
12,805
4,458
9,437
685
3,245
4,415
2,340
5,147
4,327
2,374
3,383
945
3,694
2,308
5,529
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column B
Name
Location
Encumbrances
Land
Column C
Initial Cost
Column D
Site, Land
& Building
Improvements
and Rental Homes
Capitalization
Subsequent to
Acquisition
Valley High
Valley Hills
Valley Stream
Valley View HB
Valley View I
Valley View II
Voyager Estates
Waterfalls
Wayside
Weatherly Estates
Wellington Estates
Wood Valley
Woodland Manor
Woodlawn
Woods Edge
Worthington Arms
Youngstown Estates
Ruffs Dale, PA
Ravenna, OH
Mountaintop, PA
Honeybrook, PA
Ephrata, PA
Ephrata, PA
West Newton, PA
Hamburg, NY
Bellefontaine, OH
Lebanon, TN
Export, PA
Caledonia, OH
West Monroe, NY
Eatontown, NJ
West Lafayette, IN
Lewis Center, OH
Youngstown, NY
$
(5) $
3,152
-0-
(2)
(3)
(3)
(1)
4,293
(1)
7,422
2,205
-0-
(1)
(8)
5,628
8,580
(4)
284 $
996
323
2,267 $
6,542
3,191
1,380
191
72
742
424
196
1,184
896
260
77
157
1,808
437
269
5,348
4,359
1,746
3,143
3,812
1,080
4,034
6,179
1,753
841
281
13,321
12,706
1,606
2,447
9,613
1,242
4,518
1,220
76
5,044
5,646
2,669
4,142
5,762
6,369
4,825
2,050
9,423
6,208
1,837
$
456,702
$
66,905 $
504,964 $
626,234
-107-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/21
Column F
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
$
Allentown
Arbor Estates
Auburn Estates
Bayshore Estates
Birchwood Farms
Boardwalk
Broadmore Estates
Brookside
Brookview
Camelot Village
Camelot Woods
Candlewick Court
Carsons
Catalina
Cedarcrest Village
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R Village
Dallas Mobile Home
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
High View Acres
Highland
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Memphis, TN
Doylestown, PA
Orrville, OH
Sandusky, OH
Birch Run, MI
Elkhart, IN
Goshen, IN
Berwick, PA
Greenfield Ctr, NY
Anderson, IN
Altoona, PA
Owosso, MI
Chambersburg, PA
Middletown, OH
Vineland, NJ
Chambersburg, PA
Sayre, PA
Conowingo, MD
Lewistown, PA
Tiffin, OH
Horseheads, NY
Wintersville, OH
Muncie, IN
Ravenna, OH
Columbia, TN
Cranberry Twp, PA
Athens, PA
Duncansville, PA
Mount Pleasant, PA
Clifton Park, NY
Toronto, OH
New Springfield, OH
Dothan, AL
Lodi, OH
Bedford, OH
Mantua, OH
Millville, NJ
Elizabeth, PA
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Chambersburg, PA
Honey Brook, PA
Dublin, OH
Inkerman, PA
Apollo, PA
Elkhart, IN
Kutztown, PA
Lower Burrell, PA
Marysville, OH
$
703
2,650
114
560
70
1,796
1,120
372
123
828
766
159
176
1,008
408
118
124
1,884
137
142
196
67
174
205
609
182
362
61
183
392
276
226
301
119
49
105
2,535
1,330
440
75
372
643
1,266
63
370
248
573
825
510
404
961
1,277
-108-
16,119 $
10,847
2,070
11,621
7,016
4,984
23,142
8,668
11,677
2,994
4,141
12,997
5,066
24,302
5,392
3,205
4,269
3,233
2,143
3,786
5,744
10,459
7,983
8,830
18,239
6,412
5,170
5,109
1,623
4,432
6,229
6,160
5,850
1,687
3,894
2,479
9,877
8,522
9,483
10,600
7,656
9,964
27,600
731
2,486
3,096
16,558
4,856
13,064
14,160
10,200
8,664
$
16,822
13,497
2,184
12,181
7,086
6,780
24,262
9,040
11,800
3,822
4,907
13,156
5,242
25,310
5,800
3,323
4,393
5,117
2,280
3,928
5,940
10,526
8,157
9,035
18,848
6,594
5,532
5,170
1,806
4,824
6,505
6,386
6,151
1,806
3,943
2,584
12,412
9,852
9,923
10,675
8,028
10,607
28,866
794
2,856
3,344
17,131
5,681
13,574
14,564
11,161
9,941
7,547
3,117
509
224
1,895
863
6,648
2,524
3,625
363
201
3,189
1,217
4,991
3,178
1,003
1,097
437
616
1,324
1,389
2,328
1,843
2,014
5,601
3,543
1,238
1,863
266
2,415
1,252
1,333
192
439
951
617
6,203
648
3,202
4,468
888
2,662
2,216
226
669
803
6,929
707
4,049
8,355
1,280
1,137
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/21
Column F
Name
Location
Land
and Rental Homes
Total
Site, Land
& Building
Improvements
Accumulated
Depreciation
Hillside Estates
Holiday Village
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Maple Manor
Marysville Estates
Meadowood
Meadows
Meadows of Perrysburg
Melrose Village
Melrose West
Memphis Blues
Monroe Valley
Moosic Heights
Mount Pleasant Village
Mountaintop
New Colony
Northtowne Meadows
Oak Ridge
Oakwood Lake
Olmsted Falls
Oxford
Parke Place
Perrysburg Estates
Pikewood Manor
Pine Ridge/Pine Manor
Pine Valley
Pleasant View
Port Royal
Redbud Estates
River Valley
Rolling Hills Estates
Rostraver Estates
Sandy Valley
Shady Hills
Somerset/Whispering
Southern Terrace
Southwind
Spreading Oaks
Springfield Meadows
Suburban Estates
Summit Estates
Summit Village
$
Greensburg, PA
Nashville, TN
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Taylor, PA
Marysville, OH
New Middletown, OH
Nappanee, IN
Perrysburg, OH
Wooster, OH
Wooster, OH
Memphis, TN
Jonestown, PA
Avoca, PA
Mount Pleasant, PA
Narvon, PA
West Mifflin, PA
Erie, PA
Elkhart, IN
Tunkhannock, PA
Olmsted Township, OH
West Grove, PA
Elkhart, IN
Perrysburg, OH
Elyria, OH
Carlisle, PA
Apollo, PA
Bloomsburg, PA
Belle Vernon, PA
Anderson, IN
Marion, OH
Carlisle, PA
Belle Vernon, PA
Magnolia, OH
Nashville, TN
Somerset, PA
Columbiana, OH
Jackson, NJ
Athens, OH
Springfield, OH
Greensburg, PA
Ravenna, OH
Marion, IN
484
1,632
491
194
141
399
686
122
353
140
290
726
433
113
674
818
152
549
2,182
767
94
336
114
330
280
249
448
1,313
500
379
569
155
4,317
407
1,071
145
732
282
505
1,753
236
301
814
270
337
1,489
63
100
67
1,230
299
198
522
$
$
6,327
18,918
22,401
4,879
9,416
3,038
7,780
4,021
16,017
6,955
16,040
2,951
7,791
3,874
17,278
12,510
8,331
17,625
6,509
12,955
1,158
12,575
1,709
7,696
5,030
3,143
5,822
26,550
11,077
3,991
5,393
3,896
16,608
9,873
38,150
10,848
10,254
5,099
18,148
21,328
9,728
3,834
4,769
14,746
7,837
11,483
4,072
3,848
5,742
5,433
10,984
7,106
5,195
-109-
$
6,811
20,550
22,892
5,073
9,557
3,437
8,466
4,143
16,370
7,095
16,330
3,677
8,224
3,987
17,952
13,328
8,483
18,174
8,691
13,722
1,252
12,911
1,823
8,026
5,310
3,392
6,270
27,863
11,577
4,370
5,962
4,051
20,925
10,280
39,221
10,993
10,986
5,381
18,653
23,081
9,964
4,135
5,583
15,016
8,174
12,972
4,135
3,948
5,809
6,663
11,283
7,304
5,717
1,382
3,720
4,849
1,103
2,259
484
1,513
157
6,961
309
5,900
500
3,101
800
5,465
1,635
2,111
3,237
671
3,041
326
2,849
491
2,243
827
760
460
2,505
3,366
1,013
1,477
2,340
3,290
816
3,691
4,655
3,917
1,360
8,575
2,404
4,453
1,068
1,147
6,082
2,517
4,751
1,307
2,282
2,447
788
3,373
1,700
1,079
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/21
Column F
Name
Location
Land
and Rental Homes
Total
Site, Land
& Building
Improvements
Accumulated
Depreciation
Sunny Acres
Sunnyside
Trailmont
Twin Oaks
Twin Pines
Valley High
Valley Hills
Valley Stream
Valley View HB
Valley View I
Valley View II
Voyager Estates
Waterfalls
Wayside
Weatherly Estates
Wellington Estates
Wood Valley
Woodland Manor
Woodlawn
Woods Edge
Worthington Arms
Youngstown Estates
$
Somerset, PA
Eagleville, PA
Goodlettsville, TN
Olmsted Township, OH
Goshen, IN
Ruffs Dale, PA
Ravenna, OH
Mountaintop, PA
Honeybrook, PA
Ephrata, PA
Ephrata, PA
West Newton, PA
Hamburg, NY
Bellefontaine, OH
Lebanon, TN
Export, PA
Caledonia, OH
West Monroe, NY
Eatontown, NJ
West Lafayette, IN
Lewis Center, OH
Youngstown, NY
$
287
662
411
998
650
284
996
323
1,380
280
72
742
424
261
1,184
896
260
77
135
1,808
437
269
$
9,497
3,407
5,561
5,660
11,836
4,714
16,155
4,433
9,866
5,490
1,822
8,187
9,458
3,684
8,176
11,941
8,122
5,666
2,353
22,744
18,914
3,443
$
9,784
4,069
5,972
6,658
12,486
4,998
17,151
4,756
11,246
5,770
1,894
8,929
9,882
3,945
9,360
12,837
8,382
5,743
2,488
24,552
19,351
3,712
3,162
990
1,658
1,756
3,482
1,033
3,888
952
2,607
1,806
604
1,498
4,937
439
4,002
1,447
3,721
1,779
1,024
4,528
3,795
781
$
72,744
$
1,125,359
$
1,198,103
$
295,740
-110-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
Column A
Description
Name
Location
Allentown
Arbor Estates
Auburn Estates
Bayshore Estates
Birchwood Farms
Boardwalk
Broadmore Estates
Brookside
Brookview
Camelot Village
Camelot Woods
Candlewick Court
Carsons
Catalina
Cedarcrest Village
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R Village
Dallas Mobile Home
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
High View Acres
Highland
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Memphis, TN
Doylestown, PA
Orrville, OH
Sandusky, OH
Birch Run, MI
Elkhart, IN
Goshen, IN
Berwick, PA
Greenfield Ctr, NY
Anderson, IN
Altoona, PA
Owosso, MI
Chambersburg, PA
Middletown, OH
Vineland, NJ
Chambersburg, PA
Sayre, PA
Conowingo, MD
Lewistown, PA
Tiffin, OH
Horseheads, NY
Wintersville, OH
Muncie, IN
Ravenna, OH
Columbia, TN
Cranberry Twp, PA
Athens, PA
Duncansville, PA
Mount Pleasant, PA
Clifton Park, NY
Toronto, OH
New Springfield, OH
Dothan, AL
Lodi, OH
Bedford, OH
Mantua, OH
Millville, NJ
Elizabeth, PA
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Chambersburg, PA
Honey Brook, PA
Dublin, OH
Inkerman, PA
Apollo, PA
Elkhart, IN
Kutztown, PA
Lower Burrell, PA
Marysville, OH
Column G
Column H
Column I
Date
Acquired
Depreciable
Life
1986
2013
2013
2021
2013
2017
2013
2010
1977
2018
2020
2015
2012
2015
1986
2012
2012
2017
2011
2011
2012
2012
2012
2014
2011
1986
2012
1979
2017
1978
2014
2014
2021
2014
2014
2014
1985
2019
2013
1982
2017
2012
2019
2012
2013
2014
1992
2017
2013
1979
2017
2017
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
Date of
Construction
prior to 1980
1959
1971/1985/1995
1969
1976-1977
1995-1996
1950/1990
1973-1976
prior to 1970
1998
1999
1975
1963
1968-1976
1973
1955
1972
2005
prior to 1980
1968/1987
1970
1972
1996
1972
1988/1992
1974
1964
1961
1955/2004
1972
1950-1957
1973
1960
1965
1960
1960
prior to 1980
1970
1996-1997
prior to 1980
1975
1969
1970
1978
1970
1973
1970
1984
1969
1971
1971
1995
-111-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
Column A
Description
Name
Location
Hillside Estates
Holiday Village
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Maple Manor
Marysville Estates
Meadowood
Meadows
Meadows of Perrysburg
Melrose Village
Melrose West
Memphis Blues
Monroe Valley
Moosic Heights
Mount Pleasant Village
Mountaintop
New Colony
Northtowne Meadows
Oak Ridge
Oakwood Lake
Olmsted Falls
Oxford
Parke Place
Perrysburg Estates
Pikewood Manor
Pine Ridge/Pine Manor
Pine Valley
Pleasant View
Port Royal
Redbud Estates
River Valley
Rolling Hills Estates
Rostraver Estates
Sandy Valley
Shady Hills
Somerset/Whispering
Southern Terrace
Southwind
Spreading Oaks
Springfield Meadows
Suburban Estates
Summit Estates
Summit Village
Sunny Acres
Sunnyside
Trailmont
Greensburg, PA
Nashville, TN
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Taylor, PA
Marysville, OH
New Middletown, OH
Nappanee, IN
Perrysburg, OH
Wooster, OH
Wooster, OH
Memphis, TN
Jonestown, PA
Avoca, PA
Mount Pleasant, PA
Narvon, PA
West Mifflin, PA
Erie, MI
Elkhart, IN
Tunkhannock, PA
Olmsted Township, OH
West Grove, PA
Elkhart, IN
Perrysburg, OH
Elyria, OH
Carlisle, PA
Apollo, PA
Bloomsburg, PA
Belle Vernon, PA
Anderson, IN
Marion, OH
Carlisle, PA
Belle Vernon, PA
Magnolia, OH
Nashville, TN
Somerset, PA
Columbiana, OH
Jackson, NJ
Athens, OH
Springfield, OH
Greensburg, PA
Ravenna, OH
Marion, IN
Somerset, PA
Eagleville, PA
Goodlettsville, TN
Column G
Column H
Column I
Date
Acquired
Depreciable
Life
2014
2013
2015
2015
2014
2015
2014
2021
1988
2020
1987
2016
2001
2013
2010
2017
2012
2015
2018
2013
2013
1985
2012
2010
2017
2012
2019
2019
2013
2010
2012
1974
2017
2018
2018
1969
1995
2010
1983
2018
1986
2013
2014
1985
2011
2004
2012
1969
1996
2016
2010
2014
2018
2010
2013
2011
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
Date of
Construction
1980
1967
1966
1977/2007
1956
2000
1987
1972
1972
1965
prior to 1980
1995
prior to 1980
1968
1972
1960s to 2015
1957
1965-1973
1998
1970-1978
1995
1955
1969
1972
1977-1986
1972
1930/1973
1988
1990
1972
1953/1970
1971
1995-1996
1972
1962
1961
prior to 1980
1960's
1973
1966/1998/2003
1950
1972-1975
1970
prior to 1980
1954
prior to 1980
1983
1969
prior to 1980
1970
1968/1980
1969
2000
1970
1960
1964
-112-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
Column A
Description
Name
Location
Twin Oaks
Twin Pines
Valley High
Valley Hills
Valley Stream
Valley View HB
Valley View I
Valley View II
Voyager Estates
Waterfalls
Wayside
Weatherly Estates
Wellington Estates
Wood Valley
Woodland Manor
Woodlawn
Woods Edge
Worthington Arms
Youngstown Estates
Olmsted Township, OH
Goshen, IN
Ruffs Dale, PA
Ravenna, OH
Mountaintop, PA
Honeybrook, PA
Ephrata, PA
Ephrata, PA
West Newton, PA
Hamburg, NY
Bellefontaine, OH
Lebanon, TN
Export, PA
Caledonia, OH
West Monroe, NY
Eatontown, NJ
West Lafayette, IN
Lewis Center, OH
Youngstown, NY
Column G
Column H
Column I
Date of
Construction
Date
Acquired
Depreciable
Life
1952/1997
1956/1990
1974
1960-1970
1970
1970
1961
1999
1968
prior to 1980
1960’s
1997
1970/1996
prior to 1980
prior to 1980
1964
1974
1968
1963
2012
2013
2014
2014
2015
2013
2012
2012
2015
1997
2016
2006
2017
1996
2003
1978
2015
2015
2013
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
5 to 27.5
-113-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(1) Represents one mortgage note payable secured by twenty-eight properties.
(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 five 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.
(9) Reconciliation
/----------FIXED ASSETS-----------/
(in thousands)
12/31/20
12/31/21
12/31/19
Balance – Beginning of Year
$1,100,256
$1,008,104
$874,601
Additions:
Acquisitions
Improvements
Total Additions
Deletions
8,546
94,213
102,759
(4,911)
7,835
88,684
96,519
(4,367)
56,015
81,399
137,414
(3,911)
Balance – End of Year
$1,198,104
$1,100,256
$1,008,104
/-----ACCUMULATED DEPRECIATION-----/
(in thousands)
12/31/20
12/31/19
12/31/21
Balance – Beginning of Year
$254,369
$216,332
$182,599
Additions:
Depreciation
Total Additions
Deletions
43,064
43,064
(1,693)
39,525
39,525
(1,488)
34,816
34,816
(1,083)
Balance – End of Year
$295,740
$254,369
$216,332
(10)
The aggregate cost for Federal tax purposes approximates historical cost.
-114-
BOARD OF DIRECTORS
AMY L. BUTEWICZ
Doctor of Pharmacy
Realtor of Keller Williams Princeton Real Estate
JEFFREY A. CARUS
Founder and Managing Partner of JAC Partners, LLC
ANNA T. CHEW
Vice President, Chief Financial and Accounting Officer
and Treasurer
MATTHEW I. HIRSCH
Attorney-At-Law
Law Office of Matthew I. Hirsch
EUGENE W. LANDY
Chairman of the Board
MICHAEL P. LANDY
Investor
SAMUEL A. LANDY
President and Chief Executive Officer
STUART LEVY
Vice President of Real Estate Finance of
Helaba-Landesbank Hessen-Thüringen
WILLIAM E. MITCHELL
Managing Director of Strategy Capital LLC
ANGELA D. PRUITT
Crisis Communication Specialist of Sitrick and Company
KENNETH K. QUIGLEY, JR.
Attorney-At-Law
President of Curry College
STEPHEN B. WOLGIN
Managing Director of U.S. Real Estate Advisors, Inc.
OFFICERS & EXECUTIVE
MANAGEMENT
EUGENE W. LANDY
Chairman of the Board
SAMUEL A. LANDY
President and Chief Executive Officer
ANNA T. CHEW
Vice President, Chief Financial and Accounting Officer
and Treasurer
CRAIG KOSTER
General Counsel and Secretary
BRETT TAFT
Vice President and Chief Operating Officer
REGINA BEASLEY
Vice President
AYAL DREIFUSS
Vice President of Rental Division
DANIEL LANDY
Vice President
CHRISTINE LINDSEY
Vice President of Sales
JAMES O. LYKINS
Vice President of Capital Markets
NELLI MADDEN
Vice President of Investor Relations
ROBERT VAN SCHUYVER
Vice President
T.C. SHEPPARD
Vice President of Consumer Finance
JEFFREY WOLFE
Vice President of Operations
JEFFREY V. YORICK
Vice President of Engineering
KRISTIN LANGLEY
Controller
BRITTNEE SPERLING
Assistant Controller
CORPORATE INFORMATION
CORPORATE OFFICE
3499 Route 9 North, Freehold, NJ 07728
TRANSFER AGENT & REGISTRAR
American Stock Transfer & Trust Company
6201 15th Avenue, Brooklyn, NY 11219
COMMON STOCK LISTING
NYSE:UMH
INDEPENDENT AUDITORS
PKF O’Connor Davies, LLP
245 Park Avenue, New York, NY 10167
WEBSITE ADDRESS
www.umh.reit
EMAIL ADDRESS
ir@umh.com
UMH PROPERTIES, INC.
Established in 1968
3499 Route 9 North | Freehold, NJ 07728
www.umh.reit 732.577.9997 NYSE: UMH