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UMH PROPERTIES, INC.
Established in 1968
3499 Route 9 North | Freehold, NJ 07728
www.umh.reit 732.577.9997 NYSE: UMH
UMH PROPERTIES, INC.
2022 ANNUAL REPORT
Our Vision
UMH Properties, Inc. has a 55-year history of providing quality affordable housing using manufactured
homes in communities. UMH owns and operates a portfolio of manufactured home communities consisting
of 135 communities with 25,700 developed homesites situated in eleven states. UMH also has an ownership
interest in and operates two communities in Florida, containing 363 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 Cover:
LAKE SHERMAN VILLAGE, Navarre, OH
BOARD OF
DIRECTORS
OFFICERS & EXECUTIVE
MANAGEMENT
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
Executive Vice President, Chief
Financial Officer and Treasurer
KIERNAN CONWAY
Principal and Research Director of
Red Shoe Economics, LLC
Chief Economist of CCIM Institute
MATTHEW I. HIRSCH
Attorney-At-Law
Law Office of Matthew I. Hirsch
EUGENE W. LANDY
Chairman of the Board
MICHAEL P. LANDY
Former President and Chief
Executive Officer of Monmouth Real
Estate Investment Corporation
SAMUEL A. LANDY
President and Chief Executive
Officer
STUART LEVY
Vice President of Real Estate Finance
of Helaba-Landesbank Hessen-
Thüringen
WILLIAM E. MITCHELL
Partner, Strategy Capital LLC
ANGELA D. PRUITT-
MARRIOTT
Crisis Communication Specialist of
Sitrick and Company
KENNETH K. QUIGLEY, JR.
Attorney-At-Law
President of Curry College
EUGENE W. LANDY
Chairman of the Board
SAMUEL A. LANDY
President and Chief Executive
Officer
ANNA T. CHEW
Executive Vice President, Chief
Financial Officer and Treasurer
CRAIG KOSTER
Executive Vice President, General
Counsel and Secretary
BRETT TAFT
Executive Vice President and Chief
Operating Officer
DANIEL LANDY
Executive Vice President of UMH
and President of UMH OZ Fund, LLC
JEFFREY V. YORICK
Executive Vice President of
Engineering
REGINA BEASLEY
Senior Vice President
AYAL DREIFUSS
Senior Vice President of Rental
Operations
CHRISTINE LINDSEY
Senior Vice President
ROBERT VAN SCHUYVER
Senior Vice President
JEFFREY WOLFE
Senior Vice President of Field
Operations
ABBY KARNOFSKY
Vice President of Marketing
JEREMY LANDY
Vice President of Community Media
Relations
KRISTIN LANGLEY
Vice President and Controller
JAMES O. LYKINS
Vice President of Capital Markets
NELLI MADDEN
Vice President of Investor Relations
AARON POTTER
Vice President of ESG
T.C. SHEPPARD
Vice President of Consumer Finance
BRITTNEE SPERLING
Assistant Controller
CORPORATE
INFORMATION
CORPORATE OFFICE
3499 Route 9 North, Freehold, NJ
07728
TRANSFER AGENT &
REGISTRAR
EQ + AST
6201 15th Avenue, Brooklyn, NY
11219
COMMON STOCK LISTING
NYSE: UMH
TASE: 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
2022 Year in Review
7%
5%
INCREASE IN
RENTAL
INCOME
INCREASE IN
COMMON STOCK
DIVIDEND
6%
INCREASE IN
PORTFOLIO
HOMESITES
Manufactured Housing Institute National Industry Awards
COMMUNITY
OPERATOR
2022 Community
Operator of The Year
Belle Vernon, PA
RETAIL
SALES CENTER
2022 Retail Sales Center
of The Year, UMH Sales Center
Belle Vernon, PA
RIVER VALLEY ESTATES
Marion, OH
DEAR FELLOW
SHAREHOLDERS
Neither our annual report nor our earnings calls can
truly tell you how much we are doing to profitably
provide quality affordable housing that people need.
You can however see our progress by watching drone
videos of our communities at www.umh.reit. There you
will see how the UMH team has maintained, upgraded
and constructed stellar communities, where the great
homes our manufacturers build are placed, enabling us
together to provide the best houses at the best prices.
The value we add to communities is more easily seen in
the videos rather than in our financials, or in this letter.
That value creates waiting lists for our rental homes,
$100
93% rental home occupancy and 98% rent collections.
It results in great relationships with our residents,
elected officials and with our team members who take
great pride in improving people’s lives by providing
quality affordable housing.
Community Operating Income
($ in millions)
$80
$60
$40
$20
One year’s numbers, especially last year’s, really
don’t tell our story. At the end of 2021 and in the
first quarter of 2022, we opportunistically raised
capital to redeem $247 million of our 6.75% Series
C Preferred Stock. The $247 million we held in
cash for the first seven months of the year cost us
2019
2022
approximately $5 million in earnings, but it will save
us approximately $7 million in preferred dividends
every year going forward. We also opportunistically
2017
2021
2018
2020
$0
Portfolio Growth
2016
2017
2018
2019
2020
2021
PORTFOLIO GROWTH
Developed
Sites
No. of
Communities
21,500
118
20,000
112
18,000
101
23,100
122
23,400
124
24,000
127
COMMUNITY NET OPERATING INCOME
($ in millions)
$100
$80
$94.8
$91.0
e
s
a
e
r
c
n
6 % I
7
$80.2
$66.9
$60.9
$60
$54.0
2016
2017
2018
2019
2020
2021
$40
$20
$0
2017
2018
2019
2020
2021
2022
GROWTH OF RENTAL HOME PORTFOLIO
GROWTH OF RENTAL HOME PORTFOLIO
Page 2
2022 ANNUAL REPORT
3 , 5 0 0 h o m e s
6 3 %
-
8,300
I n c r e a s e o f
9,100
8,700
7,400
6,500
6,000
5,600
10,000
8,000
4,000
2,000
0
2017
2018
2019
2020
2021
2022
2017
2018
2019
2020
2021
2022
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
invested over $100 million in acquisitions, expansions
and developments which will result in increased NOI
and FFO as we execute on our long-term business plan.
The expenses and investments at these acquisitions
generally increase in the short-term, but in the long-
term provide the Company with exceptional operating
results and property level appreciation which can be
utilized to refinance higher cost debt and preferred
stock.
We achieved over a 4% rent increase from our same
property portfolio in 2022 and expect to achieve a 5%
rent increase in 2023. Supply constraints limited our
occupancy and revenue growth because we did not
receive the 800-900 rental homes ordered until the
third and fourth quarters of last year. We are in the
process of setting up over 1,000 homes. While these
homes position us for meaningful revenue growth,
we are paying floorplan loan interest on those homes,
marketing costs, set up crews, utilities, property taxes
and other expenses. We currently see record sales
demand and continue to fill rentals upon set up and
obtaining a certificate of occupancy. We project a very
strong year in 2023 followed by many strong years to
come.
Our Chairman and Founder, Eugene Landy, leads us
into our 55th year and is focused on the Company
lobbying federal, state and local governments to
understand that manufactured homes for sale and
rent in professionally managed communities are the
solution to the affordable housing crisis. He insists we
do this in memory of his brothers and mother who
struggled to find affordable housing when he was
young. Our knowledge of our residents’ needs and
our desire to improve their lives is the reason for our
success to date and for our success to come.
We own a portfolio of 25,700 developed homesites
situated in 135 manufactured home communities.
Additionally, we are a 40% partner with Nuveen Real
Estate in a joint venture that owns two communities
containing 363 sites in Florida. We have over 3,900
vacant sites to fill plus 2,100 vacant acres of land that
can potentially be developed into 8,400 additional
homesites. We can project that our $170 million in
rental revenue will grow 5% due to our rent increases.
That amounts to $8.5 million in new revenue.
Additionally, if we fill 800 new rental homes in 2023,
then revenue for 2024 will increase by an additional
$8 million. Also, each 100 new home sales should
generate $10 million in gross revenue and $2 million
in net income. We can project that in 2024 rental and
sales revenue should be $18 million higher than 2023.
Our accomplishments in 2022 and previous years
make that possible.
Additionally, we project new revenue and income
growth through acquisitions and the expansion of
our existing communities. In 2022, we acquired
seven communities containing approximately 1,500
developed homesites with a blended occupancy rate
of 66%. The communities were acquired for $86
million or approximately $58,000 per site. These
are value-add acquisitions that will improve their
operating performance as we are able to renovate the
communities, fill the vacant sites and generate sales
profits. Additionally, we launched our opportunity
zone fund which will provide a source of capital to
complete value-add acquisitions and developments
while limiting the negative impact of value-add
communities during the first few years of ownership.
We are optimistic that higher interest rates may result
in acquisition opportunities at reasonable prices. We
have access to capital and are well positioned to add
to our portfolio of manufactured home communities.
We completed the development of approximately 225
expansion sites which provide us with new sites at high
quality locations. These sites will allow us to generate
sales growth and improve the communities’ operating
margins as most of the expenses at a community
are fixed. In 2023, we anticipate that we will receive
entitlements for over 800 sites and complete the
development of 400 sites.
Our Nation’s affordable housing shortage is over 4.4
million units. The existing housing shortage combined
with strong workforce employment and wage growth
positions UMH, with 55 years of experience in
manufactured housing, to be the premiere provider
of quality affordable housing. We already own one of
the best portfolios of communities in the country and
we have a platform that produces best in class results.
We remain highly optimistic about the opportunity
to provide affordable housing on a national level and
look forward to future share price appreciation and
continued dividend increases for our shareholders.
Many thanks to all UMH residents, employees,
directors, and shareholders for your dedication to
quality affordable housing through manufactured
homes in UMH owned and operated communities.
Very truly yours,
SAMUEL A. LANDY
President and Chief Executive Officer
March 2023
Page 3
2022 ANNUAL REPORT
LETTER FROM
THE CHAIRMAN
After reaching new highs in 2021, our 2022 results were
significantly impacted by inflation, rising interest rates
and the backlog of homes from our manufacturers.
We are particularly proud to have completed the
recapitalization of our $247 million 6.75% Series C
Preferred Stock. Our 55-year history has taught us to
always be prepared for turbulent markets and a black
swan event. We opportunistically raised capital in the
fourth quarter of 2021 and first quarter of 2022 to
ensure we had the capital for the redemption. While
the carrying costs impacted our financial results, we
would not have been able to complete the redemption
otherwise. UMH has a conservative rent increase
policy and raised rents just 4% this past year with
plans for 5% rent increases in 2023. Our rent increases
may not have matched inflation, but the good news is
that our housing is now priced to give us a competitive
advantage. We plan to use that advantage to increase
our share of the housing market. We also increase
revenue through the implementation of our rental
home program. Homes have been delivered to our
communities and are in the process of being set up so
that they can be either rented or sold. As these homes
come online, we should be back on track for NOI and
earnings growth in line with previous years.
Over the past ten years, we have grown the Company
by leaps and bounds. We have raised money, acquired
and expanded communities, built new communities,
invested in 9,100 rental homes and financed over 1,000
homes. In addition, over the last ten years, we have
increased the number of communities from 57 to 135
and increased the number of developed homesites from
10,600 to 25,700. Our growth has allowed us to raise our
dividend each year over the last three consecutive years
by 13.9% from an $0.18 quarterly dividend in 2020 to
a current quarterly dividend of $0.205 in January 2023.
We take great pride in executing on our business plan
while working to provide quality affordable housing.
Our mission is now more important than ever before.
UMH is investing, renovating and expanding existing
communities as well as building new communities.
It is an exciting and important time. The United
States has a massive shortage of quality affordable
housing. Approximately 49% percent of all renters are
considered cost burdened and pay more than 30% of
their annual income on housing. Housing is a human
right, and every American deserves the opportunity to
own a quality home at a price that they can afford. The
median household income in 2021 was approximately
Page 4
2022 ANNUAL REPORT
$71,000 meaning the average family can spend $21,300
per year, or $1,775 per month on housing without
being considered cost burdened. Manufactured
housing in land lease communities is the only way to
develop new housing for under $200,000 per unit. Our
goal for the industry is the development of 100,000
new manufactured homesites annually through the
construction of 500 communities containing 200 units
each.
Every business succeeds only where there is good
faith and fair dealing by all. The path to maximizing
shareholder value is by creating and owning needed
housing and treating our residents equitably. To do this,
we need satisfied residents as well as satisfied investors.
Investors should be proud to own UMH. We serve
an important social mission by providing affordable
housing and doing it in an environmentally friendly
manner. Our success has led to increased property
values and earnings which investors realize through
increased dividends and we believe will translate to
an increasing stock price. Our residents should be
proud to live in our communities. We take great pride
in improving the communities and the quality of life
that is provided by living in a UMH community. We
always try to be fair with residents and limit our rent
increases. With resident and investor acceptance,
UMH is positioned to further build upon our success.
All of us at UMH take great pride in what we have and
what we are building. Thank you to all our employees,
directors, investors, bankers and residents for working
with us to execute our mission.
Very truly yours,
EUGENE W. LANDY
Chairman of the Board
March 2023
OAK RIDGE ESTATES
Elkhart, IN
250
Rental Revenue
Sales
Interest/Dividend Income
GROWTH OPPORTUNITIES
200
UMH has grown substantially over the past few years. Our communities are higher in quality and operate more
efficiently than ever before. We have several verticals that will allow us to generate increased income for years to come.
150
100
50
0
•
•
•
•
•
•
•
Annual rent increases of 5% for existing residents
Investment of approximately $60 million in over 800 new rental homes
Potential improvement in profitability of our sales operation
Leverage from occupancy improvement from acquiring high vacancy communities and filling
current vacancies
Increasing finance income from home sales as volumes continue to increase
2018
Joint venture with Nuveen Real Estate becoming accretive through improvement in operating
results, additional fee income and our promote percentage
Anticipated expense ratio improvement
2022
2016
2019
2020
2021
2017
2015
TOTAL REVENUE
Interest/Dividend Income
Sales of Manufactured Homes
Rental Revenue
I n c r e a s e
1 3 1 %
$156.7
$142.2
$172.2
$194.6
$202.7
$122.8
$107.4
)
s
n
o
i
l
l
i
m
n
i
$
(
$250
$200
$150
$100
$87.7
$50
0
2015
2016
2017
2018
2019
2020
2021
2022
Page 5
2022 ANNUAL REPORT
PARKE PLACE
PARKE PLACE
Elkhart, IN
Elkhart, IN
PROPERTY PORTFOLIO
AND YEAR IN REVIEW
OUR ACCOMPLISHMENTS
UMH continues to execute on our long-term business plan and is well positioned for future earnings growth. Our
accomplishments during the year include:
•
•
•
Increased Rental and Related Income by 7%;
Increased Community Net Operating Income
(“NOI”) by 4%;
Increased our rental home portfolio by 392 homes
from year end 2021 to approximately 9,100 total
rental homes, representing an increase of 5% from
year end 2021;
• Acquired seven communities containing 1,486
•
•
•
homesites for a total cost of $86.2 million;
Issued $102.7 million of 4.72% Series A Bonds due
2027 in an offering to investors in Israel, for total
proceeds of $98.7 million, net of offering expenses;
• Completed the addition of approximately 1,100
homes to our Fannie Mae credit facility, for total
proceeds of approximately $25.6 million;
Financed four communities and approximately 250
rental homes within those communities for total
proceeds of approximately $34.2 million;
Issued and sold approximately 5.0 million shares
of Common Stock through an At-the-Market Sale
Program at a weighted average price of $20.58 per
share, generating gross proceeds of $102.6 million
and net proceeds of $100.8 million, after offering
expenses;
Issued and sold approximately 406,000 shares of
our 6.375% Series D Preferred Stock through an
At-the-Market Sale Program at a weighted average
price of $22.90 per share, generating gross proceeds
of $9.3 million and net proceeds of $9.1 million,
after offering expenses;
•
•
•
•
• Redeemed all 9.9 million issued and outstanding
shares of our 6.75% Series C Preferred Stock for
$247.1 million;
Invested $8.0 million in the UMH qualified
opportunity zone fund to acquire, develop and
redevelop manufactured housing communities
located in Qualified Opportunity Zones;
Entered into a Second Amended and Restated
Credit Agreement to expand available borrowings
from $75 million to $100 million with a $400 million
accordion feature, subject to certain conditions, and
to extend the maturity date to November 7, 2026,
with a one-year extension available at our option;
and subsequent to year end, further expanded this
line from $100 million to $180 million;
Subsequent
to year end, acquired our first
community in Georgia, containing 118 developed
homesites, for a total cost of $3.7 million through
our qualified opportunity zone fund;
Subsequent
sold
approximately 1.9 million shares of Common
Stock through an At-the-Market Sale Program
at a weighted average price of $16.99 per share,
generating gross proceeds of $32.7 million and net
proceeds of $32.2 million, after offering expenses;
and
sold
Subsequent
approximately 640,000 shares of Series D Preferred
Stock through an At-the-Market Sale Program
at a weighted average price of $22.77 per share,
generating gross proceeds of $14.6 million and net
proceeds of $14.4 million, after offering expenses.
to year end,
to year end,
issued and
issued and
•
•
Page 8
2022 ANNUAL REPORT
UMH TEAM
PROPERTY PORTFOLIO
SITES PER STATE
25,686 SITES
SC
1%
MD
1%
GA
1%
AL
1%
MI
4%
NJ
5%
NY
5%
TN
7%
PA
31%
OH
28%
IN
16%
TOTAL ACREAGE
7,605 ACRES
Total Shale Region Acreage - 3,763
Total Non Shale Region Acreage - 3,842
VACANT ACREAGE PER STATE
2,066 ACRES
Developed
35%
Developed
38%
OH
24%
Vacant
16%
Vacant
11%
NY
17%
TN
11%
PA
25%
SC
0.5%
AL
0.5%
MI
1%
MD
3%
NJ
8%
IN
10%
SITES PER STATE
25,686 SITES
SC
1%
MD
1%
GA
1%
AL
1%
MI
4%
NJ
5%
NY
5%
TN
7%
PA
31%
OH
28%
IN
16%
TOTAL ACREAGE
7,605 ACRES
Total Shale Region Acreage - 3,763
Total Non Shale Region Acreage - 3,842
VACANT ACREAGE PER STATE
2,066 ACRES
Developed
35%
Developed
38%
Vacant
16%
Vacant
11%
PA
25%
SC
0.5%
AL
0.5%
MI
1%
MD
3%
NJ
8%
IN
10%
OH
24%
NY
17%
TN
11%
Acquired prior to 2022
127 communities and 24,100 sites
SITES PER STATE
25,686 SITES
SC
1%
Acquired in 2022
6 communities and 1,300 sites
TOTAL ACREAGE
7,605 ACRES
Total Shale Region Acreage - 3,763
Total Non Shale Region Acreage - 3,842
MD
1%
GA
1%
AL
1%
MI
4%
NJ
5%
NY
5%
TN
7%
PA
31%
Joint Venture
2 communities and 400 sites
OZ Fund Investments
2 communities and 300 sites
Developed
35%
Developed
38%
281 acres to be developed into
manufactured home communities
OH
28%
Marcellus and Utica Shale Regions
IN
16%
Vacant
16%
Vacant
11%
VACANT ACREAGE PER STATE
2,066 ACRES
NJ
4%
MI
3%
SC
0.5%
MD
1%
AL
0.5%
MI
1%
SC
MD
1%
3%
AL
1%
GA
1%
NY
6%
TN
PA
5%
25%
NJ
8%
PA
IN
40%
10%
TN
11%
IN
10%
OH
24%
IN - 3,998
OH
17%
28%
NY
17%
Page 9
2022 ANNUAL REPORT
MENEVTNYMARICTNJPADEMDOHMIINWVVAKYNCSCTNGAFLALMSILWI Portfolio Growth
Annual Volume
Cumulative Volume
Community Operating Income
($ in millions)
20000
16000
$100
COMPELLING BUSINESS PLAN
12000
$80
“By providing affordable housing through our manufactured home communities,
we are paving the way towards a greater future for our Nation, our shareholders, our
employees and our partners.”
4000
$40
8000
$60
VALUE-ADD ACQUISITIONS
2017
2018
2020
2021
2019
$0
2016
2017
2018
2019
2020
2021
2022
- Samuel A. Landy, President and Chief Executive Officer
2010-2018
2022
2019
2021
2020
0
$20
PORTFOLIO GROWTH
Developed
Sites
Since 2010, UMH has tripled the size of the company by
acquiring 106 communities containing approximately
18,700 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 74% for a total purchase price
of $613 million or $33,000 per site. 2022 was a busy year
on the acquisition front. We completed the acquisition
of seven communities, including one community
through our OZ Fund, containing approximately 1,500
homesites with a blended occupancy rate of 66%.
Like our previous acquisitions, we will improve the
communities by completing deferred maintenance and
capital improvements and then implementing our sales
and rental programs.
No. of
Communities
20,000
24,000
21,500
23,100
23,400
112
127
124
122
118
18,000
101
NUMBER OF ACQUIRED SITES
Cumulative Volume
Annual Volume
20,000
18,685
COMMUNITY NET OPERATING INCOME
($ in millions)
14,851
17,199
16,656
16,346
16,000
$100
12,000
$80
8,000
$60
4,000
$40
0
$20
$94.8
$91.0
e
s
a
e
r
c
n
6 % I
7
$80.2
$66.9
$60.9
$54.0
1,495
2010-2018
2019
310
2020
543
2021
1,486
2022
RENTAL HOME OPERATIONS
$0
2016
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
2022
30000
25000
20000
15000
10000
5000
0
30,000
25,000
20,000
15,000
10,000
5,000
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 9,100 rental homes that are
93% occupied. Our average rents are $873 per month.
We plan to grow our portfolio of rental homes by 800-
900 units annually. Our rental investments generate
unlevered returns of approximately 10%.
In 2022, our rental home investments were delayed
by the backlogs from our manufacturers as a result of
strong demand and the supply chain disruption. This
year, we added 392 rental homes as compared to 454
last year. Prior to the supply chain disruption, we were
adding 800 or more homes annually. The backlogs
are now alleviated and back to pre-pandemic levels,
allowing us to be well positioned to add 800 or more
2019
2021
2022
2020
2018
2017
Page 10
2022 ANNUAL REPORT
10000
8000
6000
4000
2000
0
homes per year. Rental home prices are also starting to
SITES ENGINEERED FOR EXPANSION
decrease as materials shortages are not as widespread as
they were in early 2022.
2000
GROWTH OF RENTAL HOME PORTFOLIO
1500
10,000
1000
8,000
6,000
500
5,600
6 3 %
-
3 , 5 0 0 h o m e s
8,300
I n c r e a s e o f
9,100
8,700
7,400
6,500
4,000
0
2,000
0
2023
2024
2025
2026 and thereafter
2017
2018
2019
2020
2021
2022
2,000
1,500
1,000
500
0
SITES ENGINEERED FOR EXPANSION
1,249
1,090
546
589
2023
2024
2025
2026 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
CINNAMON WOODS
Conowingo, MD
300
200
100
0
400
300
200
100
0
2020
2021
2022
2016
2017
2018
2019
2020
2021
2016
2017
2018
2019
2020
2021
SALES & FINANCE
In 2022, UMH Sales and Finance, Inc. had another
strong year. Sales revenue was $25.3 million which
generated approximately $2 million in profit from
sales. We sold 301 homes, of which 144 were new and
157 were used. Our average sales price was $84,000, as
compared to $73,000 in 2021, representing an increase
of approximately 15%. 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 seen
slower sales.
2021
2020
2022
2019
2017
2018
In 2022, we financed, through our third-party lending
program, $15.9 million of our home sales, which was
63% of our total home sales. We have grown our portfolio
of manufactured home loans to $64.3 million. The
portfolio has an average interest rate of approximately
6.7%. Manufactured homes are approximately 40% less
expensive than stick-built homes, but manufactured
home loans typically cost 40% more. These higher
interest rates reduce the affordability our product
provides. However, our UMH Sales and Finance interest
2019
rates are in line with conventional mortgage rates which
helps to increase sales and demonstrate the affordability
of our product.
2017
2018
SALES
Sales ($ in millions)
# of Homes Sold
$30
$25
$20
$15
$10
$5
$0
222
$10.8
295
$15.8
299
$18.0
323
$20.3
370
$27.1
301
$25.3
400
300
200
100
0
2017
2018
2019
2020
2021
2022
Page 11
2022 ANNUAL REPORT
Annual Volume
Cumulative Volume
2014
2015
2016
2017
2018
2019
2020
2021
2022
NUMBER OF ACQUIRED SITES
Cumulative Volume
Annual Volume
18,685
16,346 16,656
17,199
14,851
13,236
12,000
10,950 11,239
8,176
8,000
20000
16000
12000
8000
4000
0
20,000
16,000
4,000
0
2000
1500
1000
500
0
2,774
1,612
1,997
289
1,615
1,495
310
543
1,486
2014
2015
2016
2017
2018
2019
2020
2021
2022
VACANT LAND EXPANSIONS
SITES ENGINEERED FOR EXPANSION
In 2022, we completed the construction of 225 sites.
These expansion sites are well-located in markets with
strong sales demand. 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
2023. Home sales in expansions should generate sales
profits of $30,000 or more per home, which reduces the
cost to develop the site and increases our yield. Once
stabilized, expansion sites yield more than what is
available in the acquisition market.
We have an additional 2,100 vacant acres, which can
potentially be developed into 8,400 homesites. This
vacant land adjoining our properties and our vacant
sites give us the ability to internally grow the company
for the foreseeable future.
2026 and thereafter
2025
2024
2023
SITES ENGINEERED FOR EXPANSION
2,000
1,500
1,000
500
0
1,249
1,090
546
589
2023
2024
2025
2026 and
thereafter
MEMPHIS BLUES, Memphis, TN
Acquired in 1985, Redeveloped in 2017
DUCK RIVER ESTATES, Columbia, TN
Acquired in 2011
Page 12
2022 ANNUAL REPORT
BROADENING INTERNATIONAL INVESTOR BASE
TEL AVIV STOCK EXCHANGE BELL RINGING | Tel Aviv, Israel | June 27, 2022
Samuel A. Landy, Daniel Landy, James O. Lykins, UMH Properties, Inc. (from left to right)
Michel Nevo, Leader Capital Markets’ Managing Director and Head of Corporate Finance (on the far right)
Lior Navon, TASE’s Head of Sales & Markets Development (on the far left)
In February of 2022, UMH successfully completed a
bonds offering in Israel, raising $102.7 million at a 4.72%
interest rate due in 2027. In addition to working capital
and general corporate purposes, the capital raised was
used in large part to help fund the redemption of our
$247 million 6.75% Series C Preferred Stock, which will
equate to significant savings going forward. Concurrent
with the bond offering, UMH was also able to obtain
an investment grade rating in Israel from S&P Global
Ratings Maalot Ltd. Their initial rating on the Company
was il.A+ at the corporate level and il.AA- on the bonds
series with a stable outlook, and then in late 2022 these
ratings were reiterated by S&P.
While the savings resulting from the recapitalization
will continue to prove meaningful for years to come,
there were additional benefits as well, both direct
and indirect. Raising this capital in Israel opened the
Company up to new investors, with the opportunity to
further widen this base. We participated in an extensive
virtual road show with investors in front of the bonds
offering, many of which could prove to be stockholders
as well. Later in the summer, we also traveled to Israel
and visited with many of these accounts in an extremely
productive non-deal roadshow. It was an opportunity
for several prominent investors, including some of the
largest money managers in the country, to get to know
the UMH management team and better understand the
story.
The bonds trade on the Tel Aviv Stock Exchange (TASE),
and to further increase visibility, we dual-listed our stock
on the TASE as well. The trip to Israel also included a
bell ringing ceremony at the TASE, which was another
opportunity to increase recognition and was similar to
what we have done at the NYSE in years past. We have
now built new relationships in a new market, opening
up an additional source of capital while broadening our
investor base which should ultimately help drive the
share price higher.
Page 13
2022 ANNUAL REPORT
JOINT VENTURE
Top left and bottom photos:
SEBRING SQUARE, Sebring, FL
Acquired in 2021
Top right photo:
RUM RUNNER, Sebring, FL
Acquired in 2022
UMH has grown through value-add acquisitions by
acquiring 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 so
that communities now sell for more than 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 in the process of being developed or
that have been developed within the past 12 months.
Nuveen Real Estate has a 60% equity position while
UMH has a 40% share in the joint venture. UMH earns
assets under management fees, management fees and a
very favorable promote percentage 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 Real Estate and look forward
to investing in and developing many communities
together.
The joint venture owns two communities in Sebring,
Florida, containing 363 sites. We are making progress
installing and filling homes at Sebring Square and
anticipate homes arriving soon at Rum Runner, our
second Sebring location. These communities are highly
amenitized with a clubhouse, swimming pool, bocce
ball courts, pickleball courts, dog park and more. Once
complete, these will be some of the highest quality
communities in the country.
Page 14
2022 ANNUAL REPORT
OPPORTUNITY ZONE FUND
During 2022, UMH formed an Opportunity Zone Fund
(OZ Fund) to develop and redevelop manufactured
housing communities located in qualified opportunity
zones. Many of
these economically distressed
communities have a great need for workforce housing.
Workforce housing incentivizes businesses to invest
in these areas, thereby improving the value of the real
estate located within and around the opportunity zone
over time.
The OZ Fund owns two manufactured home
communities, Garden View Estates and Mighty Oak.
Garden View Estates, located in Orangeburg, SC,
was purchased in August 2022 for $5.2 million. This
community contains 187 developed homesites, of which
approximately 33% are occupied. The community
is situated on 39 acres. Mighty Oak was purchased
in January 2023 for $3.7 million and is located in
Albany, GA. This brand-new community contains 118
developed homesites and is situated on 26 acres.
Tax Advantages
Tax Advantages
Investing in the OZ Fund minimizes the tax effect
of capital gains to our shareholders. UMH realized
its securities
considerable capital gains
portfolio. These capital gains, along with capital gains
invested by outside investors, are tax-deferred until
December 31, 2026. For outside investors, capital
through
remaining in the OZ Fund for at least ten years results
in the cost basis of the property being equal to the fair
market value on the date of sale, resulting in no taxable
capital gains.
Capital Advantages
Capital Advantages
The ten-year holding period provides UMH with access
to additional sources of long-term patient capital. In
addition, UMH has the right of first offer to purchase
the communities held within the OZ Fund when the
OZ Fund sells them after the ten-year holding period,
enabling UMH to have a larger acquisition pipeline.
There are a limited number of capital-intensive deals
that UMH can invest in at any one time. By partnering
with long-term investors who are seeking tax efficient
strategies, UMH has the ability to acquire more
communities.
Government Relations Advantages
Government Relations Advantages
The OZ Fund improves government relations by
utilizing programs the government has created to
further its goals of providing affordable housing and
investing in areas that have been underappreciated.
UMH is creating and maintaining a relationship with
federal, state and local governments by participating in
these programs.
GARDEN VIEW ESTATES, Orangeburg, SC
Acquired in August 2022
MIGHTY OAK, Albany, GA
Acquired in January 2023
Page 15
2022 ANNUAL REPORT
times, recycling, and material management all without
sacrificing quality. The result is a more sustainable
relationship between the environment and the home
production process. To the best of our ability, we have
internally tracked our emissions data and reported to
GRESB for the first time. We will be refining this type of
data aggregation with the use of third-party attestation
in future reporting. 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 March of 2022, Sustainalytics recognized our
Sustainability Bond Framework for our ability to
provide the target market of low-income earners
affordable housing, and access to financing. Our
water and energy management initiatives were
cited as well.
• Across the portfolio, 64% of our communities have
been fit with submeters for water, adding four more
in 2022. A majority of the portfolio totaling 104
communities were retrofit with LED lights, saving
288,301 watts annually. These communities were
also fit with smart thermostats for better control of
heating and cooling.
• 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.
• MSCI Business Involvement Screening Research
(2022) stated that UMH derived 100% of revenues
socially from affordable housing real estate.
ESG HIGHLIGHTS
Sustainability is intertwined throughout the fabric of
our business as we are uniquely able to address not
only the environmental but also the social aspects. This
twofold approach is ultimately backboned by strong
governance and management. Our greatest strength is
our ability to provide a social benefit in a way that few
businesses can by producing housing sites at a critical
price point. Socially, we are committed to providing a
partial solution to a perpetual crisis plaguing the country
in the form of affordable housing using manufactured
housing communities.
The implementation of our business plan across
eleven states and 135 communities shows that a viable
solution exists for low income-earners to attain a
piece of the American dream of home ownership. An
insurmountable amount of evidence describes the
depth of the problem. This includes the lack of supply,
an aging stock, increases in prices and rising interest
rates, and the most visceral example, which is the
rise of homelessness. As a leader in the space, we are
devoted to working with other leaders, partnering with
factories and lead trade organizations to demonstrate
the innovation in manufactured housing. Our modern
homes were displayed on the National Mall in HUD’s
Innovative Housing Showcase. We have also entered
into a joint venture with Nuveen Real Estate to provide
more attainable housing and created an Opportunity
Zone Fund to invest specifically in economically
blighted areas.
As we continue to garner more recognition for our
ability to provide housing for rural, urban, and distressed
areas throughout the US with the infrastructure it
needs to create a more healthy and economically robust
environment, we also continue to upgrade our own
infrastructure. We drastically increased the number
of our communities retrofitted with LED lights and
smart thermostats to 77% from 22% the prior year. In
our ongoing effort to decrease water usage, we have
submetered four communities for a combined total of
64% of our portfolio. Last year, we saw a 27% increase in
our number of residents who pay online which equates
to 20,400 paper checks, bills and envelopes saved per
year. We also had over 11,000 online applications
submitted over the past two years.
to purchase more energy-efficient
We continue
ENERGY STAR manufactured homes, built in ISO
14001 certified factories. Prefab building is recognized
for its various efficiencies, including reduced build
Page 16
2022 ANNUAL REPORT
EUGENE W. LANDY’S INDUCTION CLASS OF 2022
RV/MH Hall of Fame, Elkhart, IN
UMH PROPERTIES’ HOME DISPLAYED AT THE INNOVATIVE HOUSING SHOWCASE
Washington, D.C.
SECRETARY MARCIA L. FUDGE
U.S. Department of Housing and Urban Development (HUD)
at the Innovative Housing Showcase
UMH PROPERTIES’ TEAM
Samuel A. Landy, Abby Karnofsky, Julia McAleavey, Jeremy Landy
(from left to right)
Page 17
2022 ANNUAL REPORT
3000
2500
2000
1500
1000
500
0
Equity Market Capitalization
Preferred Equity
Total Debt
2015
2016
2017
2018
2019
2020
2021
2022
COMPANY GROWTH
COMPANY GROWTH
Total Debt
Preferred Equity
Equity Market Capitalization
)
s
n
o
i
l
l
i
m
n
i
$
(
$3,000
$2,500
$2,000
$1,500
$1,000
$500
0
I n c r e a s e
1 5 5 %
$1,509
$1,587
$2,373
$1,914
$980
$752
$1,157
$1,182
2015
2016
2017
2018
2019
2020
2021
2022
RECENT SHARE ACTIVITY
COMPANY GROWTH
Equity Market Capitalization
Preferred Equity
Total Debt
3,000
2,500
First Quarter
2,000
Second Quarter
1,500
Third Quarter
Fourth Quarter
1,000
High
$27.44
25.46
21.46
18.37
$752
2022
Low
$ 22.22
16.50
15.74
$980
15.14
Distribution
3 0 8 % I n c r e a s e
$0.20
0.20
$1,182
$1,157
0.20
0.20
$0.80
High
$19.76
23.31
$1,509
25.70
27.50
2021
Low
$ 14.32
$1,587
18.95
21.50
22.26
$2,373
Distribution
$0.19
0.19
0.19
0.19
$0.76
2017
Closing Price
2018
Dividend Paid
2019
2020
Total Return
2021
Share Volume Opening Price
2016
2015
(in thousands)
73,683
61,549
39,972
40,567
47,226
40,161
$27.33
$16.10
14.81
15.73
11.84
14.90
15.05
27.33
14.81
15.73
11.84
14.90
$0.80
0.76
0.72
0.72
0.72
0.72
-38.65%
91.42%
-0.71%
40.21%
-16.24%
3.69%
$582
2014
500
0
2022
2021
2020
2019
2018
2017
UMH Properties, Inc. common shares are traded on the New York Stock Exchange (NYSE:UMH) and Tel Aviv Stock Exchange (TASE:UMH)
Page 18
2022 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 (Loss)
Net Income (Loss) Attributable to Common Shareholders
Adjusted EBITDA without Non-Recurring Other Expense
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, 2022
December 31, 2021
134
25,568
170,434
75,660
94,774
44.4%
25,342
301
392
(4,972)
(36,265)
89,926
28,489
46,840
54,389
54,389
(0.67)
(0.67)
0.51
0.85
0.80
1,344,596
793,400
761,676
927,298
0
225,379
1,914,353
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
127
24,025
159,034
68,046
90,988
42.8%
27,089
370
454
51,088
21,249
90,312
39,149
41,144
46,332
47,432
0.46
0.45
0.83
0.87
0.76
1,270,820
528,680
499,324
1,411,624
247,100
215,219
2,373,267
Page 19
2022 ANNUAL REPORT
Same Property NOI ($ in millions)
Same Property Rental Occupancy
$200
$175
$150
$125
$100
$75
$50
$25
$0
Rental and Related Income
Community Operating Expenses
Community NOI
2022
2021
9000
2022
8800
2021
8600
8400
8200
8000
7800
Total Rentals
Occupied Rentals
SAME PROPERTY STATISTICS
SAME PROPERTY PERFORMANCE
SAME PROPERTY RENTAL OCCUPANCY
2021
2022
2021
2022
9,000
8,800
8,600
8,400
8,200
8,000
7,800
8,861
8,541
8,285
8,182
Total Rentals
Occupied Rentals
December 31, 2022
December 31, 2021
23,349
20,230
86.6%
124
8,861
8,285
93.5%
$506
$872
23,365
20,270
86.8%
124
8,541
8,182
95.8%
$483
$824
$166.1
$157.0
)
s
n
o
i
l
l
i
m
n
i
$
(
$200
$175
$150
$125
$100
$75
$50
$25
$0
$93.9
$96.5
$69.6
$63.1
Rental and
Related Income
Community
Operating Expenses
Community NOI
Total Sites
Occupied Sites
Occupancy %
Number of Properties
Total Rentals
Occupied Rentals
Rental Occupancy
Monthly Rent Per Site
Monthly Rent Per Home Including Site
Page 20
2022 ANNUAL REPORT
COMPANY 10K
UMH Ringing the NYSE Opening Bell
February 22, 2022
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, 2022
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
07728
(Address of principal executive offices)
(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
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $.10 par value
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value
UMH
UMH PRD
New York Stock Exchange
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 X
Non-accelerated filer
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
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2022 was $965.4 million. 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, 2022 was $900.7 million.
The number of shares outstanding of issuer's common stock as of February 27, 2023 was 59,641,288 shares.
Documents Incorporated by Reference:
-Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2023 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, 2022.
-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 ............................................................................................................. 38
Item 4 – Mine Safety Disclosures ..................................................................................................... 38
PART II ...................................................................................................................................................................... 38
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ...................................................................................................................... 38
Item 6 – Reserved .......................................................................................................................... 41
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations .............. 41
Item 7A – Quantitative and Qualitative Disclosures about Market Risk .................................................... 53
Item 8 – Financial Statements and Supplementary Data ........................................................................ 54
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............. 54
Item 9A – Controls and Procedures ................................................................................................... 54
Item 9B – Other Information ........................................................................................................... 56
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections .......................................... 56
PART III..................................................................................................................................................................... 56
Item 10 – Directors, Executive Officers and Corporate Governance......................................................... 56
Item 11 – Executive Compensation ................................................................................................... 57
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
................................................................................................................................... 57
Item 13 – Certain Relationships and Related Transactions, and Director Independence ............................... 57
Item 14 – Principal Accountant Fees and Services ............................................................................... 57
PART IV ..................................................................................................................................................................... 58
Item 15 – Exhibits, Financial Statement Schedules ............................................................................... 58
Item 16 – Form 10-K Summary ........................................................................................................ 63
SIGNATURES ........................................................................................................................................................... 64
-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 residents. The Company also leases manufactured homes to residents and, through
its wholly-owned taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells and finances the sale of
manufactured homes to residents and prospective residents of our communities and for placement on customers’
privately-owned land. The Company also formed an opportunity zone fund to acquire, develop and redevelop
manufactured housing communities requiring substantial capital investment and located in areas designated as
Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the Tax Cuts and
Jobs Act of 2017 (the “TCJA Act”) to encourage long-term investment in economically distressed areas. The
Company currently holds a 77% percentage interest in the opportunity zone fund. Our opportunity zone fund currently
owns two communities, located in South Carolina and Georgia.
We have expanded our portfolio of manufactured home communities through numerous acquisitions. During
2022, the Company purchased seven communities totaling 1,486 homesites, located in Alabama, Michigan, New
Jersey, Ohio, Pennsylvania and South Carolina, for a total purchase price of $86.2 million. Since January 1, 2023, we
have acquired one additional community, located in Georgia and containing 118 developed homesites, through our
opportunity zone fund. In addition, during 2022, the Company’s joint venture with Nuveen Real Estate also purchased
one community in Florida, totaling 144 homesites for a total purchase price of $15.1 million.
As of December 31, 2022, the Company owned and operated 134 manufactured home communities
(including one community acquired through the opportunity zone fund) containing approximately 25,600 developed
homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana,
Michigan, Maryland, Alabama and South Carolina. The Company also has an ownership interest in and operates two
communities in Florida through its joint venture with Nuveen Real Estate (See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and Note 5 “Investment in Joint Venture” of the Notes to
Consolidated Financial Statements).
A manufactured home community is designed to accommodate detached, single-family manufactured homes.
These manufactured homes are produced off-site by manufacturers and installed on sites within the communities.
These homes may be improved with the addition of features constructed on-site, including garages, screened rooms
and carports. Manufactured homes are available in a variety of designs and floor plans, offering many amenities and
custom options. Each manufactured home-owner leases the site on which the home is located from the Company.
Generally, the Company owns the underlying land, utility connections, streets, lighting, driveways, common area
amenities and other capital improvements and is responsible for enforcement of community guidelines and
maintenance.
-3-
Manufactured homes are accepted by the public as a viable and economically attractive alternative to
conventional site-built single-family housing. The affordability of the modern manufactured home makes it a very
attractive housing alternative. Depending on the region of the country, prices per square foot for a new manufactured
home average up to 50 percent less than a comparable site-built home, excluding the cost of land. This is due to a
number of factors, including volume purchase discounts, inventory control of construction materials and control of all
aspects of the construction process, which is generally a more efficient and streamlined process as compared to a site-
built home.
Modern residential land lease communities are similar to typical residential subdivisions containing central
entrances, paved well-lit streets, curbs and gutters. Generally, modern manufactured home communities contain
buildings for recreation, green areas, and other common area facilities, all of which are the property of the community
owner. In addition to such general improvements, certain manufactured home communities include recreational
improvements such as swimming pools, tennis courts and playgrounds. Municipal water and sewer services are
available in some manufactured home communities, while other communities supply these facilities on-site.
Typically, our leases are on an annual or month-to-month basis, and renewable upon the consent of both
parties. The community manager interviews prospective residents, collects rent and finance payments, ensures
compliance with community regulations, maintains common areas and community facilities and is responsible for the
overall appearance of the community. The homeowner is responsible for the maintenance of the home and leased site.
As a result, our capital expenditures tend to be less significant relative to multi‑family rental apartments. Manufactured
home communities produce predictable income streams and provide protection from inflation due to the ability to
annually increase rents.
Many of our communities compete with other manufactured home community properties located in the same
or nearby markets that are owned and operated by other companies in our business. We generally monitor the rental
rates and other terms being offered by our competitors and consider this information as a factor in determining our
own rental rates. In addition to competing with other manufactured home community properties, our communities
also compete with alternative forms of housing (such as apartments and single-family homes).
In connection with the operation of its communities, UMH also leases homes to prospective tenants. As of
December 31, 2022, UMH owned a total of 9,100 rental homes, representing approximately 36% of its developed
homesites. The Company engages in the rental of manufactured homes primarily in areas where the communities
have existing vacancies. The rental homes produce income from both the home and the site which might otherwise
be non-income producing.
Inherent in the operation of a manufactured home community is the development, redevelopment, and
expansion of our communities. The Company sells and finances, through a third-party lending program, the sale of
manufactured homes in our communities through S&F. S&F was established to potentially enhance the value of our
communities by filling sites that would otherwise be vacant. The home sales business is operated as it is with
traditional homebuilders, with sales centers, model homes, an inventory of completed homes and the ability to supply
custom designed homes based upon the requirements of the new homeowners. In addition, our sales centers earn a
profit by selling homes to customers for placement on their own private land.
Investment and Other Policies
The Company may invest in improved and unimproved real property and may develop unimproved real
property. Such properties may be located throughout the U.S. but the Company has generally concentrated on the
Northeast, Midwest and Southeast. Since 2010, we have quadrupled the number of developed homesites by
purchasing 106 communities containing approximately 18,700 homesites. We are focused on acquiring communities
with significant upside potential and leveraging our expertise to build long-term capital appreciation.
Our growth strategy involves purchasing well located communities in our target markets. As part of our
growth strategy, we intend to evaluate potential opportunities to expand into additional geographic markets, including
certain other markets in the southeastern United States.
-4-
The Company also evaluates our properties for expansion opportunities. Development of the additional
acreage available for expansion allows us to leverage existing communities and amenities. We believe our ability to
complete expansions translates to greater value creation and cash flow through operating efficiencies. The Company
has approximately 2,100 acres of additional land potentially available for future development. See PART I, Item 2 –
Properties, for a list of our additional acreage.
The Company seeks to finance acquisitions with the most appropriate available source of capital, including
purchase money mortgages or other financing, which may be first liens, wraparound mortgages or subordinated
indebtedness, sales of investments, and issuance of additional equity securities. In connection with its ongoing
activities, the Company may issue notes, mortgages or other senior securities. The Company intends to use both
secured and unsecured lines of credit. The Company’s joint venture with Nuveen Real Estate also provides a source
of financing for acquisitions of newly developed communities.
The Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of
Directors, such an acquisition is advantageous to the Company. During the year ended December 31, 2022, the
Company did not repurchase any shares of its Common Stock.
In addition to its manufactured home communities, the Company also owns a portfolio of investment
securities, consisting of marketable equity securities issued by other REITs, which represented 2.5% of undepreciated
assets (which is the Company’s total assets excluding accumulated depreciation) at year end. The Company generally
limits the portfolio to no more than approximately 15% of its undepreciated assets. These liquid real estate holdings
provide diversification, additional liquidity and income, and serve as a proxy for real estate when more favorable risk
adjusted returns are not available. The Company, from time to time, may purchase these securities on margin when
the interest and dividend yields exceed the cost of funds.
Regulations, Insurance and Property Maintenance and Improvement
Manufactured home communities are subject to various laws, ordinances and regulations, including
regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, and
regulations relating to operating water and wastewater treatment facilities at several of our communities. We believe
that each community has all necessary operating permits and approvals.
Our properties are insured against risks that may cause property damage and business interruption including
events such as fire, business interruption, general liability and if applicable, flood. Our insurance policies contain
deductible requirements, coverage limits and particular exclusions. It is the policy of the Company to maintain
adequate insurance coverage on all of our properties and, in the opinion of management, all of our properties are
adequately insured. We also obtain title insurance insuring fee title to the properties in an aggregate amount which
we believe to be adequate.
State and local rent control laws in certain jurisdictions may dictate the structure of rent increases and limit
our ability to recover increases in operating expenses and the costs of capital improvements. In 2019, the State of
New York enacted the Housing Stability and Tenant Protection Act of 2019, which, among other things, set maximum
collectible rent increases. Rent control also affects three of our manufactured home communities in New Jersey.
Enactment of such laws has been considered at various times in other jurisdictions. We presently expect to continue
to maintain properties, and may purchase additional properties, in markets that are either subject to rent control or in
which rent related legislation exists or may be enacted.
It is the policy of the Company to properly maintain, modernize, expand and make improvements to its
properties when required. The Company anticipates that renovation expenditures with respect to its present properties
during 2023 will be approximately $15 - $20 million.
Human Capital
The attraction, motivation and retention of our employees are critical factors in furthering the growth and
financial success of the Company. We recognize that our ability to achieve the high standards we set for ourselves
can best be accomplished by having a diverse team. We are committed to promoting diversity, equity and inclusion
-5-
and our benefits programs are designed to achieve employee satisfaction and advancement. As of February 16, 2023,
the Company had approximately 460 employees, including officers. Approximately half of our management team
and 45% of our total employee population are female. Over 32% of our employees are 40 years of age or older and
29% are over 60 years of age. During each year, the Company hires additional part-time and seasonal employees as
grounds keepers and lifeguards and to conduct emergency repairs.
Our employees are fairly compensated as compared to employees of our competitors and are routinely
recognized for outstanding performance. They are offered regular opportunities to participate in professional
development programs which focus on building their skills and capabilities. We conduct regional training sessions
and are committed to providing a safe and healthy workplace that is free from violence, intimidation and other unsafe
or disruptive practices. We hold an annual employee meeting that includes safety training, as required under the
federal Occupational, Safety and Health Act, as well as anti-harassment training. The Company also offers a robust
wellness program to its employees that incorporates health benefits, including incentives for enrolling in exercise
classes and for gym memberships. This encourages our employees to improve their mental and physical well-being.
Information about our Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of
December 31, 2022:
Name
Eugene W. Landy
Samuel A. Landy
Anna T. Chew
Craig Koster
Brett Taft
Age
89
62
64
47
33
Position
Chairman of the Board of Directors and Founder
President and Chief Executive Officer
Executive Vice President, Chief Financial Officer and
Treasurer
Executive Vice President, General Counsel and Secretary
Executive Vice President and Chief Operating Officer
Environmental, Social and Governance (“ESG”) Considerations
The Company’s mission is to address the fundamental need of providing affordable housing and in doing so,
create sustainable and environmentally friendly communities that have a positive societal impact. We recognize our
obligation, as well as that of our industry, to reduce our impact on the environment and to conserve natural resources.
We continually invest in energy-efficient technology where practicable, including water and energy conservation
initiatives, and are committed to incorporating environmental and social considerations into our business practices to
create value and enhance the communities where our residents live. We also recognize the importance of good
corporate governance in ensuring the Company’s continued success and maintaining the confidence of our
shareholders and financing sources. Our policies and practices are endorsed and supported by the Company’s
executive management, including its Director of ESG and Director of Diversity, Equity and Inclusion, and are
regularly reviewed by the Board of Directors and its Nominating and Corporate Governance Committee.
Summary of Risk Factors
The following is a summary of the principal risk factors associated with an investment in us. These are not
the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in
Item 1A. of this Annual Report on Form 10-K and other reports and documents filed by us with the SEC.
Real Estate Industry Risks:
• General economic conditions and the concentration of our properties in certain states may affect our
ability to generate revenue.
• We may be unable to compete with our larger competitors for acquisitions, which may increase prices
for communities.
• We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as
expected.
-6-
• We may be unable to finance or accurately estimate or anticipate costs and timing associated with
expansion activities.
• We may be unable to sell properties when appropriate because real estate investments are illiquid.
• Our ability to sell manufactured homes may be affected by various factors, which may in turn adversely
affect our profitability.
• Licensing laws and compliance could affect our profitability.
• The termination of our third-party lending program could adversely affect us.
• Costs associated with taxes and regulatory compliance may reduce our revenue.
• Rent control legislation may harm our ability to increase rents.
• Environmental liabilities could affect our profitability.
• Some of our properties are subject to potential natural or other disasters.
• Climate change may adversely affect our business.
• Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our
properties which could adversely affect our business.
• Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.
• Our investments are concentrated in the manufactured housing/residential sector and our business would
be adversely affected by an economic downturn in that sector.
• Our joint venture with Nuveen Real Estate may subject us to risks, including limitations on our decision-
making authority and the risk of disputes, which could adversely affect us.
Financing Risks:
• We face risks generally associated with our debt.
• We mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment.
• We face risks associated with our dependence on external sources of capital.
• We may become more highly leveraged, resulting in increased risk of default on our obligations and an
increase in debt service requirements which could adversely affect our financial condition and results of
operations and our ability to pay distributions.
• We are subject to risks associated with the current interest rate environment, and changes in interest rates
may affect our cost of capital and, consequently, our financial results.
• Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely
affect our financial condition.
• A change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our
financial condition.
• We face risks associated with the financing of home sales to customers in our manufactured home
communities.
Risks Related to our Status as a REIT:
•
If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as
a REIT.
• Failure to make required distributions would subject us to additional tax.
• We may not have sufficient cash available from operations to pay distributions to our shareholders, and,
therefore, distributions may be made from borrowings.
• We may be required to pay a penalty tax upon the sale of a property.
• We may be adversely affected if we fail to qualify as a REIT.
• To qualify as a REIT, we must comply with certain highly technical and complex requirements.
• There is a risk of changes in the tax law applicable to REITs.
• We may be unable to comply with the strict income distribution requirements applicable to REITs.
• Our taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes.
• Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our
income and property.
-7-
General Risk Factors
• We face risks and uncertainties related to public health crises, including the COVID-19 pandemic.
• Global and regional economic conditions could materially adversely affect our business, results of
operations, financial condition and growth.
• We may not be able to obtain adequate cash to fund our business.
• We are dependent on key personnel.
• Some of our directors and officers may have conflicts of interest with respect to related party transactions
and other business interests.
• We may amend our business policies without shareholder approval.
• The market value of our Series D Preferred Stock and Common Stock could decrease based on our
performance and market perception and conditions.
• The market price and trading volume of our Common Stock and Series D Preferred Stock may fluctuate
significantly.
• Third-party expectations relating to environmental, social and governance factors may impose additional
costs and expose us to new risks.
• The future issuance or sale of additional shares of Common Stock or Preferred Stock could adversely
affect the trading prices of our outstanding Common Stock and Preferred Stock.
• Future issuances of our debt securities, which would be senior to our Series D Preferred Stock upon
liquidation, or preferred equity securities which may be senior to our Series D Preferred Stock for
purposes of dividend distributions or upon liquidation, may adversely affect the per-share trading prices
of our Series D Preferred Stock.
• There are restrictions on the transfer of our capital stock.
• The dual listing of our Common Stock on the NYSE and the Tel Aviv Stock Exchange (“TASE”) may
result in price variations that could adversely affect liquidity of the market for our Common Stock.
• The existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated
or modified in a manner that may subject us to additional regulatory burden and additional costs.
• Our earnings are dependent, in part, upon the performance of our investment portfolio.
• We are subject to restrictions that may impede our ability to effect a change in control.
• We may not be able to pay distributions regularly.
• Dividends on our capital stock do not qualify for the reduced tax rates available for some dividends.
• We are subject to risks arising from litigation.
• Future terrorist attacks and military conflicts could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity.
• Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and
have other adverse effects on us and the market price of our capital stock.
• We face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of
confidential information and disrupt operations.
• We are dependent on continuous access to the Internet to use our cloud-based applications.
• We face risks relating to expanding use of social media mediums.
• Our opportunity zone fund may fail to qualify for the tax benefits available for investments in qualified
opportunity zones under the detailed rules adopted by the Internal Revenue Service.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K that are not historical facts are forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking
statements provide our current expectations or forecasts of future events. Forward-looking statements include
statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events,
performance and underlying assumptions and other statements that are not historical facts. Forward-looking
statements can be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,”
“believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those words, but the absence
of these words does not necessarily mean that a statement is not forward-looking.
-8-
The forward-looking statements are based on our beliefs, assumptions and expectations of our future
performance, taking into account all information currently available to us. Forward-looking statements are not
predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible
events or factors, not all of which are known to us. Some of these factors are described below and under the headings
“Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”. These and other risks, uncertainties and factors could cause our actual results to differ materially from
those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the
date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those
events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important
factors that could cause actual results to differ materially from our expectations include, among others:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
changes in the real estate market conditions and general economic conditions;
risks and uncertainties related to the COVID-19 pandemic;
the inherent risks associated with owning real estate, including local real estate market conditions, governing
laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;
increased competition in the geographic areas in which we own and operate manufactured housing
communities;
our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant
land which may be developed into manufactured housing communities on terms favorable to us;
our ability to maintain rental rates and occupancy levels;
changes in market rates of interest;
increases in commodity prices and the cost of purchasing manufactured homes;
our ability to purchase manufactured homes for rental or sale;
our ability to repay debt financing obligations;
our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;
our ability to comply with certain debt covenants;
our ability to integrate acquired properties and operations into existing operations;
the availability of other debt and equity financing alternatives;
continued ability to access the debt or equity markets;
the loss of any member of our management team;
our ability to maintain internal controls and processes to ensure all transactions are accounted for properly,
all relevant disclosures and filings are made in a timely manner in accordance with all rules and regulations,
and any potential fraud or embezzlement is thwarted or detected;
the ability of manufactured home buyers to obtain financing;
the level of repossessions by manufactured home lenders;
•
•
• market conditions affecting our investment securities;
•
•
•
changes in federal or state tax rules or regulations that could have adverse tax consequences;
our ability to qualify as a real estate investment trust for federal income tax purposes; and,
those risks and uncertainties referenced under the heading "Risk Factors" contained in this Form 10-K
and the Company's filings with the Securities and Exchange Commission (“SEC”).
You should not place undue reliance on these forward-looking statements, as events described or implied in
such statements may not occur. The forward-looking statements contained in this Annual Report on Form 10-K speak
only as of the date hereof and the Company expressly disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or otherwise.
Available Information
Additional information about the Company can be found on the Company’s website which is located
at www.umh.reit. Information contained on or hyperlinked from our website is not incorporated by reference into and
should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. The Company
makes available, free of charge, on or through its website, annual reports on Form 10-K, quarterly reports on Form
-9-
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
Item 1A – Risk Factors
Our business faces many risks. The following risk factors may not be the only risks we face but address what
we believe may be the material risks concerning our business at this time. If any of the risks discussed in this report
were to occur, our business, prospects, financial condition, results of operation and our ability to service our debt
and make distributions to our shareholders could be materially and adversely affected and the market price per share
of our stock could decline significantly. Some statements in this report, including statements in the following risk
factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding
Forward-Looking Statements.”
Real Estate Industry Risks
General economic conditions and the concentration of our properties in certain states may affect our
ability to generate sufficient revenue. The market and economic conditions in our current markets may significantly
affect manufactured home occupancy or rental rates. Occupancy and rental rates, in turn, may significantly affect our
revenues, and if our communities do not generate revenues sufficient to meet our operating expenses, including debt
service and capital expenditures, our cash flow and ability to pay or refinance our debt obligations could be adversely
affected. As a result of the geographic concentration of our properties in ten states in the Eastern United States, we
are exposed to the risks of downturns in the local economy or other local real estate market conditions which could
adversely affect occupancy rates, rental rates, and property values in these markets.
Other factors that may affect general economic conditions or local real estate conditions include:
•
•
•
•
•
•
•
•
•
•
•
•
the national and local economic climate, including that of the energy-market dependent Marcellus
and Utica Shale regions, may be adversely impacted by, among other factors, potential restrictions
on drilling, plant closings, and industry slowdowns;
local real estate market conditions such as the oversupply of manufactured homesites or a reduction
in demand for manufactured homesites in an area;
the number of repossessed homes in a particular market;
the lack of an established dealer network;
the rental market which may limit the extent to which rents may be increased to meet increased
expenses without decreasing occupancy rates;
the safety, convenience and attractiveness of our properties and the neighborhoods where they are
located;
zoning or other regulatory restrictions;
competition from other available manufactured home communities and alternative forms of housing
(such as apartment buildings and single-family homes);
our ability to provide adequate management, maintenance and insurance;
a pandemic or other health crisis, such as the outbreak of COVID-19;
increased operating costs, including insurance premiums, real estate taxes and utilities; and
the enactment of rent control laws or laws taxing the owners of manufactured homes.
Our income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be
rented on favorable terms. If we were unable to promptly relet or renew the leases for a significant number of sites,
or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then our business and
results of operations could be adversely affected. In addition, certain expenditures associated with each property (such
as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income
from the property.
-10-
We may be unable to compete with our larger competitors for acquisitions, which may increase prices for
communities. The real estate business is highly competitive. We compete for manufactured home community
investments with numerous other real estate entities, such as individuals, corporations, REITs and other enterprises
engaged in real estate activities. In many cases, the competing competitors may be larger and better financed than we
are, making it difficult for us to secure new manufactured home community investments. Competition among private
and institutional purchasers of manufactured home community investments has resulted in increases in the purchase
price paid for manufactured home communities and consequently higher fixed costs. To the extent we are unable to
effectively compete in the marketplace, our business may be adversely affected.
We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as
expected. We acquire and intend to continue to acquire manufactured home communities on a select basis. Our
acquisition activities and their success are subject to risks, including the following:
•
if we enter into an acquisition agreement for a property, it is usually subject to customary conditions
to closing, including completion of due diligence investigations to our satisfaction, which may not
be satisfied;
• we may be unable to finance acquisitions on favorable terms;
•
•
acquired properties may fail to perform as expected;
the actual costs of repositioning or redeveloping acquired properties may be higher than our
estimates;
acquired properties may be located in new markets where we face risks associated with a lack of
market knowledge or understanding of the local economy, lack of business relationships in the area
and unfamiliarity with local governmental and permitting procedures; and
•
• we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of
portfolios of properties, into our existing operations.
If any of the above were to occur, our business and results of operations could be adversely affected.
In addition, we may acquire properties subject to liabilities and without any recourse, or with only limited
recourse, with respect to unknown liabilities. As a result, if a liability were to be asserted against us based upon
ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our
cash flow.
We may be unable to finance or accurately estimate or anticipate costs and timing associated with
expansion activities. We periodically consider expansion of existing communities and development of new
communities. Our expansion and development activities are subject to risks such as:
• we may not be able to obtain financing with favorable terms for community development which
may make us unable to proceed with the development;
• we may be unable to obtain, or may face delays in obtaining, necessary zoning, building and other
governmental permits and authorizations, which could result in increased costs and delays, and even
require us to abandon development of a community entirely if we are unable to obtain such permits
or authorizations;
• we may abandon development opportunities that we have already begun to explore and as a result
we may not recover expenses already incurred in connection with exploring such development
opportunities;
• we may be unable to complete construction and lease‑up of a community on schedule resulting in
increased debt service expense and construction costs;
• we may incur construction and development costs for a community which exceed our original
estimates due to increased materials, labor or other costs, which could make completion of the
community uneconomical and we may not be able to increase rents to compensate for the increase
in development costs which may impact our profitability;
• we may be unable to secure long‑term financing on completion of development resulting in
increased debt service and lower profitability; and
-11-
•
occupancy rates and rents at a newly developed community may fluctuate depending on several
factors, including market and economic conditions, which may result in the community not being
profitable.
If any of the above were to occur, our business and results of operations could be adversely affected.
We may be unable to sell properties when appropriate because real estate investments are illiquid. Real
estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property
portfolio promptly in response to changes in economic or other conditions. In addition, the Code limits our ability to
sell our properties. The inability to respond promptly to changes in the performance of our property portfolio could
adversely affect our financial condition and ability to service our debt and make distributions to our shareholders.
Our ability to sell manufactured homes may be affected by various factors, which may in turn adversely
affect our profitability. S&F operates in the manufactured home market offering homes for sale to tenants and
prospective tenants of our communities. The market for the sale of manufactured homes may be adversely affected
by the following factors:
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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
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.
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Laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and
to what extent owners or operators of property can charge renters for provision of utilities. Such laws can also regulate
the operations and performance of utility systems and may impose fines and penalties on real property owners or
operators who fail to comply with these requirements. The laws and regulations may also require capital investment
to maintain compliance.
Rent control legislation may harm our ability to increase rents. State and local rent control laws in certain
jurisdictions may limit our ability to increase rents and to recover increases in operating expenses and the costs of
capital improvements. In 2019, the State of New York enacted the Housing Stability and Tenant Protection Act of
2019, which, among other things, set maximum collectible rent increases. Rent control also affects three of our
manufactured home communities in New Jersey. Enactment of such laws has been considered at various times in
other jurisdictions. We presently expect to continue to maintain properties, and may purchase additional properties,
in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.
Environmental liabilities could affect our profitability. Under various federal, state and local laws,
ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of
certain hazardous substances at, on, under or in such property, as well as certain other potential costs relating to
hazardous or toxic substances. Such laws often impose such liability without regard to whether the owner knew of,
or was responsible for, the presence of such hazardous substances. A conveyance of the property, therefore, does not
relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be
required by law to investigate and clean up hazardous substances released at or from the properties we currently own
or operate or have in the past owned or operated. We may also be liable to the government or to third parties for
property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the
contaminated site in favor of the government for damages and costs the government incurs in connection with the
contamination. Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real
estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for
the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another
person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-
containing materials and for the release of such materials into the air. These laws may provide for third parties to seek
recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.
In connection with the ownership, operation, management, and development of real properties, we may be considered
an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs, and also
may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or
disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the
removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our
investment properties which would have a material adverse effect on our business, assets, or results of operations.
However, we cannot assure you that environmental liabilities will not arise in the future and that such liabilities will
not have a material adverse effect on our business, assets or results of operations.
Of the 134 manufactured home communities we operated as of December 31, 2022, 46 have their own
wastewater treatment facility or water distribution system, or both. At these locations, we are subject to compliance
with monthly, quarterly and yearly testing for contaminants as outlined by the individual state’s environmental
protection agencies. Currently, our community-owned manufactured homes are not subject to radon or asbestos
monitoring requirements.
In connection with the management of the properties or upon acquisition or financing of a property, the
Company authorizes the preparation of Phase I or similar environmental reports (which involves general inspections
without soil sampling or ground water analysis) completed by independent environmental consultants. Based upon
such environmental reports and the Company’s ongoing review of its properties, as of the date of this Annual Report,
the Company is not aware of any environmental condition with respect to any of its properties which it believes would
be reasonably likely to have a material adverse effect on its financial condition and/or results of operations. However,
these reports cannot reflect conditions arising after the studies were completed, and no assurances can be given that
existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or
neighboring owner or operator did not create any material environmental condition not known to us, or that a material
environmental condition does not otherwise exist as to any one or more properties.
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Some of our properties are subject to potential natural or other disasters. Certain of our manufactured home
communities are located in areas that may be subject to natural disasters, including our manufactured home
communities in flood plains, in areas that may be adversely affected by tornados and in coastal regions that may be
adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other
severe weather conditions. The occurrence of natural disasters may delay redevelopment or development projects,
increase investment costs to repair or replace damaged properties, increase future property insurance costs and
negatively impact the tenant demand for lease space. To the extent insurance is unavailable to us or is unavailable on
acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results
of operations could be adversely affected.
Climate change may adversely affect our business. To the extent that significant changes in the climate
occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and
temperature, all of which may result in physical damage to or a decrease in demand for properties located in these
areas or affected by these conditions. Should the impact of climate change be material in nature, including significant
property damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or
results of operations may be adversely affected. In addition, changes in federal, state and local legislation and
regulations based on concerns about climate change could result in increased capital expenditures on our properties
(for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding
increase in revenue, resulting in adverse impacts to our net income.
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our
properties which could adversely affect our business. We compete with other owners and operators of manufactured
home community properties, some of which own properties similar to ours in the same submarkets in which our
properties are located. The number of competitive manufactured home community properties in a particular area
could have a material adverse effect on our ability to attract tenants, lease sites and maintain or increase rents charged
at our properties or at any newly acquired properties. In addition, other forms of multi-family residential properties,
such as private and federally funded or assisted multi-family housing projects and single-family housing, provide
housing alternatives to potential tenants of manufactured home communities. If our competitors offer housing at
rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential
tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants
when our tenants’ leases expire.
Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow. We
generally maintain insurance policies related to our business, including casualty, general liability and other policies
covering business operations, employees and assets. However, we may be required to bear all losses that are not
adequately covered by insurance. In addition, there are certain losses that are not generally insured because it is not
economically feasible to insure against them, including losses due to riots, acts of war or other catastrophic events. If
an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, then we
could lose the capital we invested in the properties, as well as the anticipated profits and cash flow from the properties
and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage debt or other
financial obligations related to the properties. Although we believe that our insurance programs are adequate, no
assurance can be given that we will not incur losses in excess of our insurance coverage, or that we will be able to
obtain insurance in the future at acceptable levels and reasonable cost.
Our investments are concentrated in the manufactured housing/residential sector and our business would
be adversely affected by an economic downturn in that sector. Our investments in real estate assets are primarily
concentrated in the manufactured housing/residential sector. This concentration may expose us to the risk of economic
downturns in this sector to a greater extent than if our business activities included a more significant portion of other
sectors of the real estate industry.
Our joint venture with Nuveen Real Estate may subject us to risks, including limitations on our decision-
making authority and the risk of disputes, which could adversely affect us. We have entered into a joint venture
arrangement with Nuveen Real Estate to acquire manufactured home communities that are recently developed or under
development. We are required to contribute 40% of the capital required for investments by this joint venture. It is
possible that our joint venture partner, Nuveen Real Estate, may have business interests or goals that are different from
our business interests or goals. Although we manage the joint venture and its properties, we do not have full control
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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
operations, cash flow, ability to service debt and make distributions and the market price of our Series D Preferred
Stock and Common Stock and any other securities we issue.
We face risks associated with our dependence on external sources of capital. In order to qualify as a REIT, we
are required each year to distribute to our shareholders at least 90% of our REIT taxable income, and we are subject to tax
on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all
future capital needs from cash retained from operations. As a result, to fund capital needs, we rely on third-party sources
of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital
depends upon a number of factors, including (i) general market conditions; (ii) the market’s perception of our growth
potential; (iii) our current and potential future earnings and cash distributions; and (iv) the market price of our Preferred
Stock and Common Stock. Additional debt financing may substantially increase our debt-to-total capitalization ratio.
Additional equity issuance may dilute the holdings of our current shareholders.
We may become more highly leveraged, resulting in increased risk of default on our obligations and an
increase in debt service requirements which could adversely affect our financial condition and results of operations
and our ability to pay distributions. We have incurred, and may continue to incur, indebtedness in furtherance of our
activities. Our governing documents do not limit the amount of indebtedness we may incur. Accordingly, our Board
of Directors may vote to incur additional debt and would do so, for example, if it were necessary to maintain our status
as a REIT. We could therefore become more highly leveraged, resulting in an increased risk of default on our
obligations and in an increase in debt service requirements, which could adversely affect our financial condition and
results of operations and our ability to pay distributions to shareholders.
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We are subject to risks associated with the current interest rate environment, and changes in interest rates
may affect our cost of capital and, consequently, our financial results. In 2022, the U.S. Federal Reserve raised
short term interest rates by a total of 4.25% and has indicated that additional interest rate increases may be possible.
Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and
may affect our ability to complete potential acquisitions. Because a portion of our debt bears interest at variable rates,
in periods of rising interest rates, such as the current interest rate environment, our cost of funds would increase,
which could adversely affect our cash flows, financial condition and results of operations, ability to make distributions
to shareholders, and the cost of refinancing. and reduce our access to the debt or equity capital markets. Increased
interest rates could also adversely affect the value of our properties to the extent that it decreases the amount buyers
may be willing to pay for our properties. Additionally, if we choose to hedge any interest rate risk, we cannot assure
that any such hedge will be effective or that our hedging counterparty will meet its obligations to us. As a result,
increased interest rates, including any future increases in interest rates, could adversely affect us.
Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely affect
our financial condition. The terms of our various credit agreements and other indebtedness require us to comply with a
number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and
maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these
covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our
payment obligations. If we were to default under our credit agreements, our financial condition would be adversely
affected.
A change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our
financial condition. Fannie Mae and Freddie Mac are major sources of financing for the manufactured housing real estate
sector. We depend frequently on Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing
manufactured housing community loans. A decision by the government to eliminate Fannie Mae or Freddie Mac, or
reduce their acquisitions or guarantees of our mortgage loans, may adversely affect interest rates, capital availability and
our ability to refinance our existing mortgage obligations as they come due and obtain additional long-term financing for
the acquisition of additional communities on favorable terms or at all.
We face risks associated with the financing of home sales to customers in our manufactured home
communities. To produce new rental revenue and to upgrade our communities, we sell homes to customers in our
communities at competitive prices and finance these home sales through S&F. We allow banks and outside finance
companies the first opportunity to finance these sales. We are subject to the following risks in financing these homes:
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the borrowers may default on these loans and not be able to make debt service payments or pay
principal when due;
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
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leases to qualify for purposes of the gross income tests, the leases must be respected as true leases for federal income tax
purposes and not be treated as service contracts, joint ventures or some other type of arrangement. We believe that our
leases will be respected as true leases for federal income tax purposes. However, there can be no assurance that the Internal
Revenue Service (“IRS”) will agree with this view. If the leases are not respected as true leases for federal income tax
purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs, and we could lose our
REIT status.
Failure to make required distributions would subject us to additional tax. In order to qualify as a REIT, we
must, among other requirements, distribute, each year, to our shareholders at least 90% of our taxable income, excluding
net capital gains. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable
income, we will be subject to federal corporate income tax on our undistributed income. In addition, we will incur a 4%
nondeductible excise tax on the amount, if any, by which our distributions (or deemed distributions) in any year are less
than the sum of:
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85% of our ordinary income for that year;
95% of our capital gain net earnings for that year; and
100% of our undistributed taxable income from prior years.
To the extent we pay out in excess of 100% of our taxable income for any tax year, we may be able to carry
forward such excess to subsequent years to reduce our required distributions for purposes of the 4% nondeductible
excise tax in such subsequent years. We intend to pay out our income to our shareholders in a manner intended to
satisfy the 90% distribution requirement. Differences in timing between the recognition of income and the related cash
receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay
out enough of our taxable income to satisfy the 90% distribution requirement and to avoid corporate income tax.
We may not have sufficient cash available from operations to pay distributions to our shareholders, and,
therefore, distributions may be made from borrowings. The actual amount and timing of distributions to our shareholders
will be determined by our Board of Directors in its discretion and typically will depend on the amount of cash available
for distribution, which will depend on items such as current and projected cash requirements, limitations on distributions
imposed by law on our financing arrangements and tax considerations. As a result, we may not have sufficient cash
available from operations to pay distributions as required to maintain our status as a REIT. Therefore, we may need to
borrow funds to make sufficient cash distributions in order to maintain our status as a REIT, which may cause us to incur
additional interest expense as a result of an increase in borrowed funds for the purpose of paying distributions.
We may be required to pay a penalty tax upon the sale of a property. The federal income tax provisions
applicable to REITs provide that any gain realized by a REIT on the sale of property held as inventory or other property
held primarily for sale to customers in the ordinary course of business is treated as income from a “prohibited transaction”
that is subject to a 100% penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the
question of whether the sale of real estate or other property constitutes the sale of property held primarily for sale to
customers is generally a question of the facts and circumstances regarding a particular transaction. We intend that we and
our subsidiaries will hold the interests in the real estate for investment with a view to long-term appreciation, engage in the
business of acquiring and owning real estate, and make occasional sales as are consistent with our investment objectives.
We do not intend to engage in prohibited transactions. We cannot assure you, however, that we will only make sales that
satisfy the requirements of the safe harbors or that the IRS will not successfully assert that one or more of such sales are
prohibited transactions.
We may be adversely affected if we fail to qualify as a REIT. If we fail to qualify as a REIT, we will not be
allowed to deduct distributions to shareholders in computing our taxable income and will be subject to federal income
tax at regular corporate rates and possibly increased state and local taxes. In addition, we might be barred from
qualification as a REIT for the four years following the year of disqualification. The additional tax incurred at regular
corporate rates would reduce significantly the cash flow available for distribution to shareholders and for debt service.
Furthermore, we would no longer be required to make any distributions to our shareholders as a condition to REIT
qualification. Any distributions to shareholders would be taxable as ordinary income to the extent of our current and
accumulated earnings and profits, although such dividend distributions to non-corporate shareholders would be subject
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to a maximum federal income tax rate of 20% (and potentially a Medicare tax of 3.8%), provided applicable
requirements of the Code are satisfied. Furthermore, corporate shareholders may be eligible for the dividends received
deduction on the distributions, subject to limitations under the Code. Additionally, if we fail to qualify as a REIT, non-
corporate shareholders would no longer be able to deduct up to 20% of our dividends (other than capital gain dividends
and dividends treated as qualified dividend income), as would otherwise generally be permitted for taxable years
beginning after December 31, 2017 and before January 1, 2026.
To qualify as a REIT, we must comply with certain highly technical and complex requirements. We cannot
be certain we have complied, and will always be able to comply, with the requirements to qualify as a REIT because there
are few judicial and administrative interpretations of these provisions. In addition, facts and circumstances that may be
beyond our control may affect our ability to continue to qualify as a REIT. We cannot assure you that new legislation,
regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect to our
qualification as a REIT or with respect to the Federal income tax consequences of qualification. We believe that we have
qualified as a REIT since our inception and intend to continue to qualify as a REIT. However, we cannot assure you that
we are so qualified or will remain so qualified.
There is a risk of changes in the tax law applicable to REITs. Because the IRS, the U.S. Treasury Department
and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new
federal tax laws, regulations, interpretations or rulings will be adopted. Numerous changes to the U.S. federal income tax
laws are proposed on a regular basis. Any of such legislative action may prospectively or retroactively modify our tax
treatment and, therefore, may adversely affect taxation of us and/or our investors. Additionally, the REIT rules are
constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department,
which may result in revisions to regulations and interpretations in addition to statutory changes. Furthermore, members
of the U.S. Congress and the Biden administration have expressed intent to pass legislation to change or repeal parts
of currently enacted tax law, including, in particular, legislation that will increase corporate tax rates from the current
flat rate of 21%. If enacted, certain proposed changes could have an adverse impact on our business and financial results.
Importantly, legislation has been proposed in several states specifically taxing REITs. If such legislation were to be
enacted, our income from such states would be adversely impacted.
The 2017 TCJA as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES
Act”), has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs
and their shareholders. The CARES Act made technical corrections, or temporary modifications, to certain of the
provisions of the TCJA. It is also possible that additional legislation could be enacted in the future as a result of the
COVID-19 pandemic which may affect the holders of our securities. Changes made by the TCJA and the CARES
Act that could affect us and our shareholders include:
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temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest
individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years
beginning after December 31, 2017 and before January 1, 2026;
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. shareholders
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
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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
eliminating the corporate alternative minimum tax (which was subsequently re-enacted, although
not in a manner expected to affect us).
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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.
While some regulations have been issued under the TCJA and the CARES Act, certain of which specifically
address REITs, the TCJA and the CARES Act are still subject to potential amendments as well as interpretations and
implementing regulations by the United States Treasury Department and the IRS, any of which could lessen or increase
certain impacts of the TCJA and/or the CARES Act. It is unclear how these U.S. federal income tax changes will
affect state and local taxation in various states and localities, which often use federal taxable income as a starting point
for computing state and local tax liabilities. You are urged to consult with your tax advisor with respect to the status
of legislative, regulatory, judicial or administrative developments and proposals and their potential effect on an
investment in our securities.
We may be unable to comply with the strict income distribution requirements applicable to REITs. To
maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of
its REIT taxable income, excluding the dividends paid deduction and net capital gains. This requirement limits our
ability to accumulate capital. We may not have sufficient cash or other liquid assets to meet the distribution
requirements. Difficulties in meeting the distribution requirements might arise due to competing demands for our
funds or to timing differences between tax reporting and cash receipts and disbursements, because income may have
to be reported before cash is received, because expenses may have to be paid before a deduction is allowed, because
deductions may be disallowed or limited or because the IRS may make a determination that adjusts reported income.
In those situations, we might be required to borrow funds or sell properties on adverse terms in order to meet the
distribution requirements and interest and penalties could apply which could adversely affect our financial condition.
If we fail to make a required distribution, we could cease to be taxed as a REIT.
Our taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes. As a REIT,
we must pay a 100% penalty tax on certain payments that we receive or on certain deductions taken if the economic
arrangements between us and our TRS are not comparable to similar arrangements between unrelated parties. The IRS
may successfully assert that the economic arrangements of any of our inter-company transactions are not comparable to
similar arrangements between unrelated parties, and may assess the above 100% penalty tax or make other reallocations
of income or loss. This would result in unexpected tax liability which would adversely affect our cash flows.
Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our income
and property. For example, we will be taxed at regular corporate rates on any undistributed taxable income, including
undistributed net capital gains; provided, however, that properly designated undistributed capital gains will effectively
avoid taxation at the shareholder level. We may be subject to other Federal income taxes and may also have to pay some
state income or franchise taxes because not all states treat REITs in the same manner as they are treated for federal income
tax purposes.
-19-
General Risk Factors
We face various risks and uncertainties related to public health crises, including the COVID-19 pandemic.
The COVID-19 pandemic and its consequences may have a material adverse effect on us. We face various risks and
uncertainties related to public health crises, including the global COVID-19 pandemic, which has disrupted financial
markets and significantly impacted worldwide economic activity. The future impact of the COVID-19 pandemic as well
as mandatory and voluntary actions taken to mitigate the public health impact of the pandemic may have a material adverse
effect on our financial condition. The COVID-19 pandemic and social and governmental responses to the pandemic have
caused, and may continue to cause, severe economic, market and other disruptions worldwide. Although the COVID-19
pandemic and related societal and government responses have not, to date, had a material impact on our business or
financial results, the extent to which COVID-19 and related actions may, in the future, impact our operations cannot be
predicted with any degree of confidence. As a result, we cannot at this time predict the direct or indirect impact on us of
the COVID-19 pandemic, but it could have a material adverse effect on our business, financial condition, liquidity, results
of operations and prospects.
Global and regional economic conditions could materially adversely affect the Company’s business, results of
operations, financial condition and growth. Adverse macroeconomic conditions, including inflation, slower growth or
recession, tighter credit, higher interest rates and high unemployment could materially adversely affect the Company’s
business, results of operations, financial condition and growth. In addition, uncertainty about, or a decline in, global or
regional economic conditions could have a significant impact on the Company’s suppliers.
We may not be able to obtain adequate cash to fund our business. Our business requires access to adequate
cash to finance our operations, distributions, capital expenditures, debt service obligations, development and
redevelopment costs and property acquisition costs, if any. We expect to generate the cash to be used for these purposes
primarily with operating cash flow, borrowings under secured and unsecured loans, proceeds from sales of
strategically identified assets and, when market conditions permit, through the issuance of debt and equity securities
from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable
to renew leases, lease vacant space or re-lease space as leases expire according to our expectations.
We are dependent on key personnel. Our executive and other senior officers have a significant role in our
success. Our ability to retain our management group or to attract suitable replacements should any members of the
management group leave is dependent on the competitive nature of the employment market. The loss of services from key
members of the management group or a limitation in their availability could adversely affect our financial condition and
cash flow. Further, such a loss could be negatively perceived in the capital markets.
Some of our directors and officers may have conflicts of interest with respect to certain related party
transactions and other business interests. Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors
of the Company, owned a 24% interest in the entity that is the landlord of the property where the Company’s corporate
office space is located. Effective January 2023, Mr. Eugene Landy transferred this ownership to Mr. Samuel A. Landy,
the President and Chief Executive Officer and a director of the Company, and other family members. Effective October 1,
2019, the Company entered into a new lease for its executive offices in Freehold, New Jersey which combines the existing
corporate office space with additional adjacent office space. This new lease extends our existing lease through April 30,
2027 and requires monthly lease payments of $23,098 through April 30, 2022 and $23,302 from May 1, 2022 through
April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common area
maintenance. Mr. Samuel A. Landy may have a conflict of interest with respect to his obligations as our officer and/or
director and his ownership interest in the landlord of the property.
Further, Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel
Landy, who is also an officer of the Company, owns a 0.96% interest, and the Samuel Landy Family Limited Partnership
(of which Daniel Landy is the sole general partner) own a 0.96% interest in the qualified opportunity zone fund, UMH OZ
Fund, LLC (“OZ Fund”), recently formed by the Company. In addition, one of the Company’s independent directors own
a 0.96% interest in the OZ Fund.
-20-
We may amend our business policies without shareholder approval. Our Board of Directors determines our
growth, investment, financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our
Board of Directors has no present intention to change or reverse any of these policies, they may be amended or revised
without notice to shareholders. Accordingly, shareholders may not have control over changes in our policies. We cannot
assure you that changes in our policies will serve fully the interests of all shareholders.
The market value of our Series D Preferred Stock and Common Stock could decrease based on our
performance and market perception and conditions. The market value of our Series D Preferred Stock and Common
Stock may be based primarily upon the market’s perception of our growth potential and current and future cash dividends,
and may be secondarily based upon the real estate market value of our underlying assets. The market price of our Series D
Preferred Stock and Common Stock is influenced by their respective distributions relative to market interest rates. Rising
interest rates may lead potential buyers of our stock to expect a higher distribution rate, which could adversely affect the
market price of our stock. In addition, rising interest rates would result in increased expense, thereby adversely affecting
cash flow and our ability to service our indebtedness and pay distributions.
The market price and trading volume of our Common Stock may fluctuate significantly. The per-share
trading price of our Common Stock may fluctuate. In addition, the trading volume in our Common Stock may fluctuate
and cause significant price variations to occur. If the per-share trading price of our Common Stock declines
significantly, investors in our Common Stock may be unable to resell their shares at or above their purchase price. We
cannot provide any assurance that the per-share trading price of our Common Stock will not fluctuate or decline
significantly in the future.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading
volume of our stock include:
•
•
•
•
•
•
•
•
•
•
•
•
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 shareholders;
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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•
•
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•
• war, terrorist acts and epidemic disease, including the COVID-19 pandemic;
•
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•
our issuance of debt or preferred equity securities;
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
-21-
management’s attention and resources, which could have an adverse effect on our financial condition, results of
operations, cash flow and per-share trading price of our Common Stock.
Third-party expectations relating to environmental, social and governance factors may impose additional costs
and expose us to new risks. There is an increasing focus from certain investors concerning corporate responsibility,
specifically related to environmental, social and governance factors. In addition, there is an increased focus on such matters
by various regulatory authorities, including the SEC, and the activities and expense required to comply with new regulations
or standards may be significant. Some investors may use these factors to guide their investment strategies and, in some cases,
may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party
providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in
some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed
and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake
costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such
new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude that our policies with
respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate
responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’
corporate responsibility performance is perceived to be superior to ours, potential or current investors may elect to invest in
our competitors instead of us. In addition, we could fail, or be perceived to fail, in our achievement of our initiatives and goals
with respect to environmental, social and governance matters, or we could be criticized for the scope of such initiatives or
goals. If we fail to satisfy the expectations of investors, our initiatives are not executed as planned, or we do not satisfy our
goals, our reputation and financial results could be adversely affected.
The market prices and trading volumes of our Series D Preferred Stock may fluctuate significantly.
Although our Series D Preferred Stock is listed and traded on the NYSE, the trading markets for the Series D Preferred
Stock is limited. Since the Series D Preferred Stock has no maturity date, investors seeking liquidity may elect to sell
their shares of Series D Preferred Stock in the secondary market. If an active trading market does not exist, the market
price and liquidity of the Series D Preferred Stock may be adversely affected by such sales. Even if an active public
market exists, we cannot guarantee that the market price for the Series D Preferred Stock will equal or exceed the
price that investors in the Series D Preferred Stock paid for their shares.
The future issuance or sale of additional shares of Common Stock or Series D Preferred Stock could
adversely affect the trading prices of our outstanding Common Stock and Series D Preferred Stock. Future
issuances or sales of substantial numbers of shares of our Common Stock or Preferred Stock in the public market, or
the perception that such issuances or sales might occur, could adversely affect the per-share trading prices of our
Common Stock or Series D Preferred Stock. The per-share trading price of our Common Stock or Series D Preferred
Stock may decline significantly upon the sale or registration of additional shares of our Common Stock or Series D
Preferred Stock.
Future issuances of our debt securities, which would be senior to our Series D Preferred Stock upon
liquidation, or preferred equity securities which may be senior to our Series D Preferred Stock for purposes of
dividend distributions or upon liquidation, may adversely affect the per-share trading prices of our Series D
Preferred Stock. In the future, we may attempt to increase our capital resources by issuing additional debt securities
and/or additional classes or series of preferred stock. Upon liquidation, holders of our debt securities and lenders with
respect to other borrowings will be entitled to receive our available assets prior to any distribution to holders of our
Series D Preferred Stock. Additionally, any convertible or exchangeable securities that we issue in the future may
have rights, preferences and privileges more favorable than those of our Series D Preferred Stock. Any shares of
preferred stock that we issue in the future could have a preference on liquidating distributions or a preference on
dividend payments that could limit our ability to pay dividends to holders of our Series D Preferred Stock. Any such
future issuances may adversely affect the trading price of our Series D Preferred Stock.
There are restrictions on the transfer of our capital stock. To maintain our qualification as a REIT under the
Code, no more than 50% in value of our outstanding capital stock may be owned, actually or by attribution, by five or
fewer individuals, as defined in the Code to also include certain entities, during the last half of a taxable year. Accordingly,
our charter contains provisions restricting the transfer of our capital stock. These restrictions may discourage a tender offer
or other transaction, or a change in management or of control of us that might involve a premium price for our Common
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Stock or Series D Preferred Stock or that our shareholders otherwise believe to be in their best interests, and may result in
the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a
result, the forfeiture by the acquirer of the benefits of owning the additional shares.
The dual listing of our Common Stock on the New York Stock Exchange (“NYSE”) and the Tel Aviv Stock
Exchange (“TASE”) may result in price variations that could adversely affect liquidity of the market for our
Common Stock. Our Common Stock is listed and trades on both the NYSE and the TASE. The dual listing may result
in price variations of our Common Stock between the two exchanges due to various factors, including the use of
different currencies and the different days and hours of trading for the two exchanges. Any decrease in the trading
price of our Common Stock in one market could cause a decrease in the trading price in the other market. In addition,
the dual-listing may adversely affect liquidity and trading prices on one or both of the exchanges as a result of
circumstances that may be outside of our control. For example, transfers by holders of our securities from trading on
one exchange to the other could result in increases or decreases in liquidity and or trading prices on either or both of
the exchanges. Holders could also seek to sell or buy our Common Stock to take advantage of any price differences
between the two markets through a practice referred to as arbitrage. Any such arbitrage activity could create volatility
in both the price and volume of trading of our Common Stock.
The existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated
or modified in a manner that may subject us to additional regulatory burden and additional costs. The current
Israeli regulatory regime provides a mechanism for the dual-listing of securities traded on the NYSE and the TASE
that does not impose any significant regulatory burden or significant costs on us. If this dual-listing regime is
eliminated or modified, it may become more difficult for us to comply with the regulatory requirements, and this could
result in additional costs. In such event, we may consider delisting of our Common Stock from the TASE.
Our earnings are dependent, in part, upon the performance of our investment portfolio. As permitted by the
Code, we invest in and own securities of other REITs, which we generally limit to no more than approximately 15% of
our undepreciated assets. To the extent that the value of those investments decline or those investments do not provide a
return, our earnings and cash flow could be adversely affected.
We are subject to restrictions that may impede our ability to effect a change in control. Certain provisions
contained in our charter and bylaws and certain provisions of Maryland law may have the effect of discouraging a third
party from making an acquisition proposal for us and thereby inhibit a change in control. These provisions include the
following:
• Our charter provides for three classes of directors with the term of office of one class expiring each
year, commonly referred to as a “staggered board.” By preventing common shareholders from
voting on the election of more than one class of directors at any annual meeting of shareholders, this
provision may have the effect of keeping the current members of our Board of Directors in control
for a longer period of time than shareholders may desire.
• Our charter generally limits any holder from acquiring more than 9.8% (in value or in number,
whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital
stock, except our excess stock). While this provision is intended to assure our ability to remain a
qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity
for shareholders to receive a premium for their shares of Common Stock that might otherwise exist
if an investor was attempting to assemble a block of shares in excess of 9.8% of the outstanding
shares of equity stock or otherwise effect a change in control.
• The request of shareholders entitled to cast at least a majority of all votes entitled to be cast at such
meeting is necessary for shareholders to call a special meeting. We also require advance notice by
common shareholders for the nomination of directors or proposals of business to be considered at a
meeting of shareholders.
• Our Board of Directors may authorize and cause us to issue securities without shareholder approval.
Under our charter, the board has the power to classify and reclassify any of our unissued shares of capital
stock into shares of capital stock with such preferences, rights, powers and restrictions as the Board of
Directors may determine.
-23-
•
“Business combination” provisions that provide that, unless exempted, a Maryland corporation may not
engage in certain business combinations, including mergers, dispositions of 10% or more of its assets,
certain issuances of shares of stock and other specified transactions, with an “interested shareholder” or
an affiliate of an interested shareholder for five years after the most recent date on which the interested
shareholder became an interested shareholder, and thereafter unless specified criteria are met. An
interested shareholder is defined generally as any person who beneficially owns 10% or more of the
voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding
voting stock at any time within the two-year period immediately prior to the date in question.
• The duties of directors of a Maryland corporation do not require them to, among other things (a) accept,
recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b)
authorize the corporation to redeem any rights under, or modify or render inapplicable, any shareholders
rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland
Control Share Acquisition Act to exempt any person or transaction from the requirements of those
provisions, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an
acquisition or potential acquisition of control of the corporation or the amount or type of consideration
that may be offered or paid to the shareholders in an acquisition.
We cannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the
future is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our
subsidiaries and is subject to limitations under our financing arrangements and Maryland law. Under the Maryland General
Corporation Law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution,
the corporation would not be able to pay its debts as the debts became due in the usual course of business, or the
corporation’s total assets would be less than the sum of its total liabilities plus, unless the charter permits otherwise, the
amount that would be needed if the corporation were to be dissolved at the time of the distribution to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the
distribution. Accordingly, we cannot guarantee that we will be able to pay distributions on a regular quarterly basis in the
future.
Dividends on our capital stock do not qualify for the reduced tax rates available for some
dividends. Income from “qualified dividends” payable to U.S. shareholders that are individuals, trusts and estates are
generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the
preferential tax rates applicable to qualified dividend income. Although these rules do not adversely affect our taxation
or the dividends payable by us, to the extent that the preferential rates continue to apply to regular corporate qualified
dividends, investors who are individuals, trusts and estates may perceive an investment in us to be relatively less
attractive than an investment in the stock of a non-REIT corporation that pays dividends, which could materially and
adversely affect the value of the shares of, and per share trading price of, our capital stock. It should be noted that the
TCJA provides for a deduction from income for individuals, trusts and estates up to 20% of certain REIT dividends,
which reduces the effective tax rate on such dividends below the effective tax rate on interest, though the deduction is
generally not as favorable as the preferential rate on qualified dividends. The deduction for certain REIT dividends,
unlike the favorable rate for qualified dividends, expires after 2025.
We are subject to risks arising from litigation. We may become involved in litigation. Litigation can be costly,
and the results of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual
protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation to enforce our rights,
we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we believe are owed to us.
We may have little or no control of the timing of litigation, which presents challenges to our strategic planning.
Future terrorist attacks and military conflicts could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity. Among other things, it is possible that interest rates may be
affected by these events. An increase in interest rates may increase our costs of borrowing, leading to a reduction in our
earnings. Terrorist acts affecting our properties could also result in significant damages to, or loss of, our properties.
Additionally, we may be unable to obtain adequate insurance coverage on acceptable economic terms for losses resulting
from acts of terrorism. Our lenders may require that we carry terrorism insurance even if we do not believe this insurance
-24-
is necessary or cost effective. Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits,
we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining
obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types
would adversely affect our financial condition.
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have
other adverse effects on us and the market price of our capital stock. Uncertainty in the stock and credit markets may
negatively impact our ability to access additional financing at reasonable terms, which may negatively affect our ability to
acquire properties and otherwise pursue our investment strategy. A prolonged downturn in the stock or credit markets may
cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our investment
strategy accordingly. These types of events in the stock and credit markets may make it more difficult or costly for us to
raise capital through the issuance of the Common Stock, Preferred Stock or debt securities. The potential disruptions in
the financial markets may have a material adverse effect on the market value of the Common Stock and Preferred Stock,
or the economy in general. In addition, the national and local economic climate, including that of the energy-market
dependent Marcellus and Utica Shale regions, may be adversely impacted by, among other factors, potential restrictions
on drilling, plant closings and industry slowdowns, which may have a material adverse effect on the return we receive on
our properties and investments, as well as other unknown adverse effects on us.
We face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of
confidential information and disrupt operations. We rely extensively on information technology to process
transactions and manage our business. In the ordinary course of our business, we collect and store sensitive data,
including our business information and that of our tenants, clients, vendors and employees on our network. This data
is hosted on internal, as well as external, computer systems. Our external systems are hosted by third-party service
providers that may have access to such information in connection with providing necessary information technology
and security and other business services to us. This information may include personally identifiable information such
as social security numbers, banking information and credit card information. We employ a number of measures to
prevent, detect and mitigate potential breaches or disclosure of this confidential information. We have established a
Cybersecurity Subcommittee of our Audit Committee to review and provide high level guidance on cybersecurity
related issues of importance to the Company. We also maintain cyber risk insurance to provide some coverage for
certain risks arising out of data and network breaches. While we continue to improve our cybersecurity and take
measures to protect our business, we and our third-party service providers may be vulnerable to attacks by hackers
(including through malware, ransomware, computer viruses, and email phishing schemes) or breached due to
employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breach or disruption
could compromise the confidential information of our employees, customers and vendors to the extent such
information exists on our systems or on the systems of third-party providers. Such an incident could result in potential
liability or a loss of confidence and legal claims or proceedings; damage our reputation, competitiveness, stock price
and long-term value; increase remediation, cybersecurity protection and insurance premium costs; disrupt and affect
our business operations; or have material adverse effects on our business.
We are dependent on continuous access to the Internet to use our cloud-based applications. Damage or
failure to our information technology systems, including as a result of any of the reasons described above, could
adversely affect our results of operations as we may incur significant costs or data loss. We continually assess new
and enhanced information technology solutions to manage risk of system failure or interruption.
We face risks relating to expanding use of social media mediums. The use of social media could cause us
to suffer brand damage or information leakage. Negative posts or comments about us or our properties on any social
networking website could damage our, or our properties’ reputations. In addition, employees or others might disclose
non-public sensitive information relating to our business through external media channels. The continuing evolution
of social media may present us with new challenges and risks. The considerable increase in the use of social media
over recent years has greatly expanded the potential scope and scale, and increased the rapidity of the dissemination
of negative publicity that could be generated by negative posts and comments.
Certain risks are associated with our Qualified Opportunity Zone Fund. Some aspects of the Qualified
Opportunity Zone rules adopted by the Internal Revenue Service remain uncertain. Legislation may be needed to
clarify certain of the provisions in the Qualified Opportunity Zone rules and to give proper effect to Congressional
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intent as expressed in the TCJA. No assurance can be provided that additional legislation will be enacted, and even if
enacted, that such additional legislation will clearly address all items that require or would benefit from clarification.
It is unclear if additional guidance will be released, or in what manner the Treasury Department will resolve any
remaining areas of uncertainty. Accordingly, there can be no guarantee that our opportunity zone fund will qualify
under the Qualified Opportunity Zone rules as a Qualified Opportunity Zone fund or that the Company will be able to
realize, through its investment in the fund, any of the desired tax benefits.
Item 1B – Unresolved Staff Comments
None.
Item 2 – Properties
UMH Properties, Inc. is engaged in the ownership and operation of manufactured home communities. As of
December 31, 2022, the Company owned 134 manufactured home communities (including one community acquired
through the Company’s opportunity zone fund) containing approximately 25,600 developed sites, located in New
Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. Since
January 1, 2023, we have acquired one additional community, located in Georgia, which contains 118 developed
homesites, through our opportunity zone fund. The Company also has an ownership interest in and operates two
communities in Florida through its joint venture with Nuveen. The rents collectible from the land in our communities
ultimately depend on the value of the home and land. Therefore, fewer but more expensive homes can actually produce
the same or greater rents. There is a long-term trend toward larger manufactured homes. Existing manufactured home
communities designed for older manufactured homes must be modified to accommodate modern, wider and longer
manufactured homes. These changes may decrease the number of homes that may be accommodated in a
manufactured home community. For this reason, the number of developed sites operated by the Company is subject
to change, and the number of developed sites listed is always an approximate number. The following table sets forth
certain information concerning the Company’s real estate investments as of December 31, 2022.
Name of Community
Allentown
4912 Raleigh-Millington Road
Memphis, TN 38128
Arbor Estates
1081 North Easton Road
Doylestown, PA 18902
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
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
434
96%
97%
87
18
$537
230
96%
97%
30
1
$807
42
90%
95%
13
-0-
$402
207
80%
84%
56
-0-
$367
143
94%
95%
28
-0-
$528
193
98%
98%
45
-0-
$444
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Name of Community
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
124 Clairmont Drive
Altoona, PA 16601
Candlewick Court
1800 Candlewick Drive
Owosso, MI 48867
Carsons
649 North Franklin Street Lot 116
Chambersburg, PA 17201
Catalina
6501 Germantown Road
Middletown, OH 45042
Cedarcrest Village
1976 North East Avenue
Vineland, NJ 08360
Center Manor
400 Center Manor Drive
Monaca, PA 15061
Chambersburg I & II
5368 Philadelphia Avenue Lot 34
Chambersburg, PA 17201
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
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
390
93%
93%
93
19
$532
170
83%
82%
37
2
$526
174
91%
92%
46
64
$607
115
86%
96%
32
50
$336
153
59%
55%
32
-0-
$332
211
78%
70%
40
-0-
$543
131
85%
85%
14
4
$476
459
75%
73%
75
26
$499
283
98%
99%
71
30
$728
96
35%
N/A
16
2
$535
99
74%
76%
11
-0-
$447
84
96%
99%
12
-0-
$490
62
100%
100%
10
67
$589
57
96%
96%
20
2
$393
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Name of Community
Clinton Mobile Home Resort
60 North 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 Road & 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 North 4th Street
Toronto, OH 43964
Deer Meadows
12921 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
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
116
97%
99%
23
1
$489
102
84%
85%
20
-0-
$505
159
97%
96%
31
1
$381
164
81%
85%
44
20
$417
142
92%
96%
27
-0-
$421
407
88%
92%
79
103
$452/$495
187
98%
98%
36
-0-
$670
97
98%
92%
19
-0-
$442
132
90%
93%
21
2
$541
34
79%
76%
9
-0-
$449
142
89%
92%
21
-0-
$309
98
98%
94%
22
8
$392
189
46%
31%
33
-0-
$185
234
96%
95%
44
-0-
$678
-28-
Name of Community
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
Fohl Village
5729 Joleda Drive SW
Canton, OH 44706
Forest Creek
855 East Mishawaka Road
Elkhart, IN 46517
Forest Park Village
102 Holly Drive
Cranberry Township, PA 16066
Fox Chapel Village
1 Greene Drive
Cheswick, PA 15024
Frieden Manor
102 Frieden Manor
Schuylkill Haven, PA 17972
Friendly Village
27696 Oregon Road
Perrysburg, OH 43551
Garden View (1)
100 Banashee Circle
Orangeburg, SC 29115
Green Acres
4496 Sycamore Grove Road
Chambersburg, PA 17201
Gregory Courts
1 Mark Lane
Honey Brook, PA 19344
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
55
98%
96%
10
3
$417
68
90%
90%
7
-0-
$419
50
90%
86%
10
4
$444
317
95%
96%
66
132
$767
170
82%
89%
42
6
$493
321
77%
N/A
126
44
$395
167
97%
96%
37
-0-
$566
246
93%
94%
79
-0-
$606
120
94%
97%
23
2
$426
193
97%
97%
42
99
$561
824
50%
52%
101
-0-
$450
181
34%
N/A
31
8
$232
24
88%
92%
39
97%
97%
6
9
-0-
-0-
$473
$751
-29-
Name of Community
Hayden Heights
5501 Cosgray Road
Dublin, OH 43016
Heather Highlands
109 Main Street
Inkerman, PA 18640
Hidden Creek
6400 South Dixie Highway
Erie, MI 48133
High View Acres
247 Murray Lane
Export, PA 15632
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
1722 Snyder Avenue
Greensburg, PA 15601
Holiday Village
201 Sam Street
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 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
115
99%
99%
19
-0-
$474
366
85%
74%
79
-0-
$536
351
62%
N/A
69
19
$384
154
84%
84%
43
-0-
$448
246
84%
90%
42
-0-
$465
317
98%
98%
98
65
$677
197
88%
80%
60
16
$373
218
97%
98%
46
45
$506
88
89%
92%
29
20
$420
331
85%
79%
36
29
$540
326
90%
87%
53
153
97%
96%
30
2
9
$552
$449
159
95%
94%
19
-0-
$376
78
95%
97%
45
4
$351
-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
LaVista Estates
2390 Denton Road
Dothan, AL 36303
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
Mandell Trails
108 Bay Street
Butler, PA 16002
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
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
92
95%
96%
36
15
$452
141
69%
44%
24
-0-
$195
250
99%
100%
66
141
1%
N/A
29
8
7
$672
$105
162
66%
69%
21
-0-
$418
251
95%
95%
63
34
$535
79
100%
96%
21
32
$427
208
81%
82%
43
-0-
$486
61
98%
97%
13
-0-
$433
140
80%
N/A
54
15
$245
312
81%
79%
71
-0-
$453
306
70%
67%
58
-0-
$463
122
89%
93%
20
-0-
$482
335
76%
80%
61
-0-
$476
-31-
Name of Community
Meadows of Perrysburg
27484 Oregon Road
Perrysburg, OH 43551
Melrose Village
4400 Melrose Drive, Lot 301
Wooster, OH 44691
Melrose West
4455 Cleveland Road
Wooster, OH 44691
Memphis Blues (2)
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
1 Village Drive
Mount Pleasant, PA 15666
Mountaintop
Mountain Top Lane
Narvon, PA 17555
Mountain View (3)
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
Elkhart, IN 46514
Oak Tree
565 Diamond Road
Jackson, NJ 08527
Oakwood Lake Village
308 Gruver Lake
Tunkhannock, PA 18657
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
196
95%
97%
47
8
$471
293
92%
95%
71
-0-
$430
29
100%
100%
27
3
$435
134
66%
92%
16
78
$480
44
98%
95%
11
-0-
$600
147
94%
93%
35
-0-
$472
114
96%
95%
19
-0-
$390
39
87%
90%
11
2
$690
-0-
N/A
N/A
-0-
220
N/A
113
71%
74%
16
-0-
$490
384
90%
90%
85
-0-
$459
205
97%
99%
40
-0-
$559
260
98%
N/A
39
2
$493
78
69%
74%
40
-0-
$538
-32-
Name of Community
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
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
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
125
97%
98%
15
-0-
$492
224
99%
99%
59
2
$783
367
93%
98%
94
15
$449
133
93%
95%
26
7
$414
492
87%
88%
86
31
$484
194
87%
89%
50
30
$622/$640
213
78%
82%
38
-0-
$441
110
85%
85%
21
9
$463
476
61%
63%
101
-0-
$546
579
96%
96%
128
21
$291
228
89%
86%
60
-0-
$458
90
87%
96%
31
1
$447
66
88%
91%
17
66
$524
363
79%
75%
102
10
$488
-33-
Name of Community
Shady Hills
1508 Dickerson Pike #L3
Nashville, TN 37207
Somerset Estates/Whispering Pines
1873 Husband Road
Somerset, PA 15501
Southern Terrace
1229 State Route 164
Columbiana, OH 44408
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
Struble Ridge (4)
2232 Horseshoe Pike
Honey Brook, PA 19344
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
Olmsted Township, OH 44138
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
212
93%
89%
25
-0-
$532
249
84%
84%
74
24
$453/$540
118
100%
99%
26
4
$411
250
99%
99%
36
-0-
$641
148
93%
95%
37
24
$478
122
99%
95%
43
77
$427
-0-
N/A
N/A
-0-
61
N/A
200
90%
96%
36
-0-
$463
141
93%
97%
25
1
$428
106
94%
87%
25
33
$287
207
96%
95%
55
63
84%
84%
8
3
1
$423
$786
129
95%
95%
32
-0-
$538
141
97%
97%
21
-0-
$597
-34-
Name of Community
Twin Pines
2011 West Wilden Avenue
Goshen, IN 46528
Valley High
32 Valley High Lane
Ruffs Dale, PA 15679
Valley Hills
4364 Sandy Lake Road
Ravenna, OH 44266
Valley Stream
60 Valley Stream
Mountaintop, PA 18707
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
247 Murray Lane
Export, PA 15632
Woodland Manor
338 County Route 11, Lot 165
West Monroe, NY 13167
Woodlawn Village
265 Route 35
Eatontown, NJ 07724
Number of Occupancy Occupancy
Percentage
Percentage
Developed
Acreage
at 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
219
90%
92%
48
2
$527
75
89%
87%
13
16
$410
267
97%
97%
66
67
$416
143
79%
78%
37
6
$405
104
98%
98%
19
-0-
$611
43
100%
100%
7
-0-
$631
144
97%
92%
28
13
$742
259
64%
68%
72
20
$414
196
79%
83%
35
-0-
$651
81
95%
94%
16
5
$373
271
100%
100%
41
-0-
$490
206
88%
84%
46
1
$354
148
75%
72%
77
-0-
$427
156
90%
92%
14
-0-
$747
-35-
Name of Community
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 12/31/21 Developed
at 12/31/22
Sites
Weighted Average
Additional Monthly Rent Per
Acreage
Site at 12/31/22
599
60%
59%
151
50
$457
158
72%
71%
31
56
$408
218
93%
94%
36
-0-
$726
89
64%
64%
14
59
$421
Total
25,568
84.6%
86.0%
5,513
2,066
$498
(1) Community is part of the opportunity zone fund.
(2) Community was closed due to unusual flooding throughout the region in May 2011. We are currently working on the redevelopment of this
community. The total redevelopment will be 237 sites. Phase I, consisting of 39 sites, was 100% occupied as of December 31, 2018. Phase
II, consisting of 51 sites, was recently completed in 2020 and in the process of being occupied. Phase III, consisting of 44 sites, is in the
process of being developed. Phase IV has been approved by city council and will allow up to an additional 103 sites.
(3) We are currently seeking site plan approvals for approximately 360 sites for this property.
(4) We are currently seeking site plan approvals for approximately 113 sites for this property.
The Company also has 2,066 undeveloped acres that may be developed into approximately 8,300 sites. We
have approximately 3,500 sites in various stages of the approval process that may be developed over the next 7 years.
Due to the uncertainties involved in the approval and construction process, it is difficult to predict the number of sites
which will be completed in a given year.
In addition to the communities owned by the Company listed above, the Company’s joint venture with
Nuveen Real Estate owns Sebring Square, a newly-developed all-age, manufactured home community located in
Sebring, Florida, which was acquired in December 2021. This community contains 219 developed homesites situated
on approximately 39 acres and is now open for presales. In addition, the Company’s joint venture owns Rum Runner,
a newly-developed all-age, manufactured home community, also located in Sebring, Florida, which was acquired in
December 2022. This community contains 144 developed homesites situated on approximately 20 acres.
Significant Properties
The Company operated manufactured home properties with an approximate cost of $1.4 billion as of
December 31, 2022. These properties consist of 134 separate manufactured home communities (including one
community acquired through the opportunity zone fund) and related improvements (excluding the Sebring Square and
Rum Runner communities in Florida acquired in December 2021 and 2022, respectively, which are operated by the
Company and owned by the Company’s joint venture with Nuveen Real Estate). No single community constitutes
more than 10% of the total assets of the Company. Our larger properties consist of: Friendly Village (Ohio) with 824
developed sites, Woods Edge (Indiana) with 599 developed sites, Redbud Estates (Indiana) with 579 developed sites,
Pikewood Manor (Ohio) with 492 developed sites, and Port Royal Village (Pennsylvania) with 476 developed sites.
Mortgages on Properties
The Company has mortgages on many of its properties. The maturity dates of these mortgages range from
2023 to 2032, with a weighted average term of 5.1 years. Interest on these mortgages is payable at fixed rates ranging
from 2.62% to 6.35%. The weighted average interest rate on our mortgages, not including the effect of unamortized
-36-
debt issuance costs, was approximately 3.9% and 3.8% at both December 31, 2022 and 2021, respectively. The
aggregate balances of these mortgages, net of unamortized debt issuance costs, totaled $508.9 million and $452.6
million at December 31, 2022 and 2021, respectively. (For additional information, see Part IV, Item 15(a) (1) (vi),
Note 7 of the Notes to Consolidated Financial Statements – Loans and Mortgages Payable).
Joint Venture with Nuveen
In December 2021, the Company and Teachers Insurance and Annuity Association of America, through
Nuveen Real Estate (its asset management division) (“Nuveen” or “Nuveen Real Estate”), established a joint venture
for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under
development and/or newly developed and meet certain other investment guidelines. The terms of the joint venture
are set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC Agreement”) entered
into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement provides
for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment
period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments
by up to an additional $100 million and to extend the commitment period for up to an additional four years. The LLC
Agreement calls for committed capital to be funded 60% by Nuveen and 40% by the Company on a parity basis. The
Company serves as managing member of the joint venture and is responsible for day-to-day operations of the joint
venture and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions
(including investments, dispositions, financings, major capital expenditures and annual budgets). The Company
receives property management and other fees from the joint venture.
In December 2021, the joint venture closed on the acquisition of Sebring Square, a newly developed all-age
manufactured home community located in Sebring, Florida for a total purchase price of $22.2 million. The Sebring
Square community contains 219 developed homesites situated on approximately 39 acres. Thereafter, in December
2022, the joint venture closed on the acquisition of Rum Runner, another newly developed all-age manufactured home
community, also located in Sebring, Florida, for a total purchase price of $15.1 million. The Rum Runner community
contains 144 developed homesites situated on approximately 20 acres.
The LLC Agreement between the Company and Nuveen provides that until the capital contributions to the
joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for the
Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet the
joint venture’s investment guidelines. These guidelines call for the joint venture to acquire manufactured housing
and recreational vehicle communities that have been developed within the previous two years and are less than 20%
occupied, are located in certain geographic markets, are projected to meet certain cash flow and internal rate of return
targets, and satisfy certain other criteria. The Company has agreed to offer Nuveen the opportunity to have the joint
venture acquire any manufactured housing community or recreational vehicle community that meets these investment
guidelines. If Nuveen determines not to pursue or approve any such acquisition, the Company would be permitted to
acquire the property outside the joint venture. Nuveen provided the Company with written waivers of the
exclusivity provision of the LLC Agreement with regard to two property acquisitions that may have fit the investment
guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint venture.
Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from
developing, owning, operating or managing manufactured housing communities or recreational vehicle communities
within a 10-mile radius of any community owned by the joint venture. However, this restriction does not apply with
respect to investments by the Company in existing communities operated by the Company.
The Company and Nuveen are continuing to seek opportunities to acquire additional manufactured housing
and/or recreational vehicle communities that are under development and/or newly developed and meet certain other
investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made
by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed
in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio,
consisting of the Sebring Square and Rum Runner communities. While the terms and conditions of such new joint
venture entities have not been fully negotiated, it is expected that invested capital would continue to be funded 60%
by Nuveen and 40% by the Company on a parity basis and that other terms would be similar to those of the existing
joint venture, except that the amounts of the parties’ respective capital commitments will be determined on a property-
by-property basis. References in this Annual Report to the Company’s joint venture with Nuveen are intended to refer
-37-
to our ongoing relationship with Nuveen. For additional information about the Company’s joint venture with Nuveen
Real Estate, see Note 5, "Investment in Joint Venture," of the Notes to Consolidated Financial Statements.
Opportunity Zone Fund
In July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company
recognized as a result of the MREIC merger, in our qualified opportunity zone fund, UMH OZ Fund, LLC (“OZ
Fund”), a new entity formed by the Company. (For additional information about the MREIC merger, see Note 4,
"Marketable Securities," of the Notes to Consolidated Financial Statements.) The OZ Fund was created to acquire,
develop and redevelop manufactured housing communities requiring substantial capital investment and located in
areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under
the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas. The OZ Fund
was designed to allow the Company and other investors in the OZ Fund to defer the tax on recently realized capital
gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH
manages the OZ Fund and will receive certain management fees as well as a 15% carried interest in distributions by
the OZ Fund to the other investors (subject to first returning investor capital with a 5% preferred return). UMH will
have a right of first offer to purchase the communities from the OZ Fund at the time of sale at their then-current
appraised value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View, located in
Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the Company acquired Mighty
Oak, located in Albany, Georgia, through the OZ Fund, for approximately $3.7 million. For additional information
about the Company’s opportunity zone fund, see Note 6, "Opportunity Zone Fund," of the Notes to Consolidated
Financial Statements.
Item 3 – Legal Proceedings
The Company is subject to claims and litigation in the ordinary course of business. For additional information
about legal proceedings, see Part IV, Item 15(a)(1)(vi), Note 14, “Commitments, Contingencies and Legal Matters”
of the Notes to Consolidated Financial Statements.
Item 4 – Mine Safety Disclosures
Not Applicable.
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 D Preferred Stock are traded on the New York Stock Exchange
(“NYSE”), under the symbols “UMH” 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 17, 2023, there were 1,264 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, 2022, the Company paid quarterly cash dividends to holders of its
Common Stock of $0.20 per share. On January 11, 2023, the Company’s Board of Directors approved an increase in
the quarterly cash dividend to $0.205 per share, representing an annualized dividend rate of $0.82 per share. The
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increase will be effective commencing with the payment to be made on March 15, 2023 to shareholders of record as
of the close of business on February 15, 2023.
In order to maintain our qualification as a REIT, we are required, among other things, to distribute annually
at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and any net
capital gain. In addition, we intend to distribute all or substantially all of our net income so that we will generally not
be subject to U.S. federal income tax on our earnings.
In general, our Board of Directors makes decisions regarding payment of dividends on a quarterly basis. The
Board considers many factors when making these decisions, including our present and future liquidity needs, our
current and projected financial condition and results of operations. See Item 1A. Risk Factors in this Form 10-K for a
description of factors that may affect our ability to pay dividends.
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
On January 12, 2022, the Board of Directors reaffirmed our Common Stock Repurchase Program (the
“Repurchase Program”) that authorized us to repurchase up to $25 million in the aggregate of the Company’s Common
Stock. Purchases under the Repurchase Program were permitted to be made using a variety of methods, which may
include open market purchases, privately negotiated transactions or block trades, or by any combination of such
methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and
timing of any purchases would be based on business, market and other conditions and factors, including price,
regulatory and contractual requirements or consents, and capital availability. The Repurchase Program did not require
the Company to acquire any particular amount of Common Stock and may be suspended, modified or discontinued at
any time at the Company's discretion without prior notice. Although the Repurchase Program remains in effect, since
January 1, 2022, the Company has not repurchased 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, 2017 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.
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250
200
150
100
50
0
s
r
a
l
l
o
D
223
192
162
157
137
121
126
123
117
149
116
117
100
96
96
84
2017
2018
2019
2020
2021
2022
YEAR ENDED DECEMBER 31,
UMH PROPERTIES, INC.
FTSE NAREIT ALL REIT
S & P 500
-40-
Item 6 – Reserved
Not applicable.
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
2022 Accomplishments
During 2022, 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 7%;
Increased Community Net Operating Income (“NOI”) by 4%;
Increased our rental home portfolio by 392 homes from year end 2021 to approximately 9,100 total rental
homes, representing an increase of 5% from yearend 2021;
• Acquired seven communities containing 1,486 homesites for a total cost of $86.2 million;
•
Issued $102.7 million of 4.72% Series A Bonds due 2027 in an offering to investors in Israel, for total
proceeds of $98.7 million, net of offering expenses;
• Completed the addition of approximately 1,100 homes to our Fannie Mae credit facility, for total proceeds
of approximately $25.6 million;
• Financed four communities and approximately 250 rental homes within those communities for total proceeds
•
•
of approximately $34.2 million;
Issued and sold approximately 5.0 million shares of Common Stock through an At-the-Market Sale Program
at a weighted average price of $20.58 per share, generating gross proceeds of $102.6 million and net proceeds
of $100.8 million, after offering expenses;
Issued and sold approximately 406,000 shares of Series D Preferred Stock through an At-the-Market Sale
Program at a weighted average price of $22.90 per share, generating gross proceeds of $9.3 million and net
proceeds of $9.1 million, after offering expenses;
• Redeemed all 9.9 million issued and outstanding shares of our 6.75% Series C Preferred Stock for $247.1
•
million;
Invested $8.0 million in the UMH qualified opportunity zone fund to acquire, develop and redevelop
manufactured housing communities located in Qualified Opportunity Zones;
• Entered into a Second Amended and Restated Credit Agreement to expand available borrowings from $75
million to $100 million with a $400 million accordion feature, subject to certain conditions, and to extend
the maturity date to November 7, 2026, with a one-year extension available at our option; and subsequent to
year end, further expanded this line from $100 million to $180 million;
• Subsequent to year end, acquired our first community in Georgia, containing 118 developed homesites, for a
total cost of $3.7 million through our qualified opportunity zone fund;
• Subsequent to year end, issued and sold approximately 1.9 million shares of Common Stock through an At-
the-Market Sale Program at a weighted average price of $16.99 per share, generating gross proceeds of $32.7
million and net proceeds of $32.2 million, after offering expenses; and
• Subsequent to year end, issued and sold approximately 640,000 shares of Series D Preferred Stock through
an At-the-Market Sale Program at a weighted average price of $22.77 per share, generating gross proceeds
of $14.6 million and net proceeds of $14.4 million, after offering expenses.
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.
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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
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, 2022, we owned and operated 134 manufactured home communities (including one
community acquired through the opportunity zone fund) containing approximately 25,600 developed homesites.
These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan,
Maryland, Alabama and South Carolina. 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, 2022, we purchased seven communities located in Alabama, Michigan, New Jersey, Ohio,
Pennsylvania and South Carolina, for an aggregate purchase price of $86.2 million. These acquisitions added
approximately 1,486 developed homesites to our portfolio. Since January 1, 2023, we have acquired one additional
community, located in Georgia and containing 118 developed homesites, through our opportunity zone fund. The
Company also operates two communities in Florida owned by the Company’s joint venture with Nuveen 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 and from its opportunity zone fund.
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. As of December 31, 2022, the
securities portfolio represented 2.5% of undepreciated assets.
Occupancy in our properties, as well as our ability to increase rental rates, directly affects revenues. In 2022,
total income increased 5% from the prior year due to the acquisition and rental programs, rent increases and the growth
of our sales business. Community NOI (as defined below) increased 4% from the prior year. Overall occupancy was
84.6% and 86.0% at December 31, 2022 and 2021, respectively. Overall occupancy includes communities acquired
in 2022 with an average occupancy of 66%. Same property occupancy, which includes communities owned and
operated as of January 1, 2021, was 86.6% and 86.8% as of December 31, 2022 and 2021, respectively. (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, 2022, does not include the properties owned by the Company’s
joint venture with Nuveen.)
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 2022, our portfolio of rental homes increased by 392 homes. Occupied rental
homes represent approximately 39.2% of total occupied sites. Occupancy in rental homes continues to be strong and
is at 93.3% as of December 31, 2022. 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 $42.2
million as of December 31, 2022, representing 2.5% of our undepreciated assets (total assets excluding accumulated
depreciation). The REIT securities portfolio provides the Company with additional diversification, liquidity and
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income, and serves as a proxy for real estate when more favorable risk adjusted returns are not available. As of
December 31, 2022, 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
7.1% at December 31, 2022. At December 31, 2022, the Company had unrealized losses of $36.1 million in its REIT
securities portfolio. During 2022, the Company sold positions in securities, generating a net realized gain of $6.4
million.
The Company continues to strengthen its balance sheet. During the year ended December 31, 2022, through
an At-the-Market Sale Program for our Common Stock that was established in March 2022 (the “2022 Common ATM
Program”) and a prior At-the-Market Sale Program established in 2021, the Company issued and sold a total of 5.0
million shares of our Common Stock, generating gross proceeds of $102.6 million and net proceeds of $100.8 million,
after offering expenses. Additionally, the Company raised approximately $7.8 million in new capital through the
Dividend Reinvestment and Stock Purchase Plan (“DRIP”).
During the year ended December 31, 2022, through an At-the-Market Sale Program for our Preferred Stock
originally established in 2020 (the “2020 Preferred ATM Program”), the Company issued and sold a total of
approximately 406,000 shares of our Series D Preferred Stock, generating gross proceeds of $9.3 million and net
proceeds of $9.1 million, after offering expenses.
During the year ended December 31, 2022, the Company also issued $102.7 million of its new 4.72% Series
A Bonds due 2027 in an offering to investors in Israel and received $98.7 million in net proceeds, 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 and preferred stock and debt, will enhance
shareholder returns as the properties appreciate over time.
On December 31, 2022, the Company had approximately $29.8 million in cash and cash equivalents and $25
million available on our credit facility, with an additional $400 million potentially available pursuant to an accordion
feature. We also had $19.4 million available on our revolving lines of credit for the financing of home sales and the
purchase of inventory and $14.9 million available on our line of credit secured by rental homes and rental homes
leases.
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 2021 and 2022, we added a total of ten
manufactured home communities to our portfolio, encompassing approximately 2,029 developed sites. These
manufactured home communities were acquired with an average occupancy rate of 64%. The Company will utilize
the rental home program to seek to increase occupancy rates and improve operating results at these communities. As
part of this plan, we intend to seek opportunities, through our opportunity zone fund, to acquire communities that
require substantial capital investment and are located in Qualified Opportunity Zones. 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 2022 and 2021
The following table lists the property acquisitions completed by the Company during the years ended
December 31, 2022 and 2021:
Community
Acquisitions in 2022
Center Manor
Mandell Trails
La Vista Estates
Hidden Creek
Garden View
Fohl Village
Oak Tree
Total 2022
Acquisitions in 2021
Deer Run
Iris Winds
Bayshore Estates
Total 2021
Date of
Acquisition
State
Number
of Sites
Purchase
Price (in
thousands)
Number
of Acres
Occupancy
at
Acquisition
March 31, 2022
May 3, 2022
May 25, 2022
July 14, 2022
August 10, 2022
November 22, 2022
December 15, 2022
PA
PA
AL
MI
SC
OH
NJ
January 8, 2021
January 21, 2021
June 1, 2021
AL
SC
OH
96
132
139
351
187
321
260
$5,800
7,375
3,878
22,000
5,200
19,070
22,900
1,486
$86,223
195
142
206
543
$4,555
3,445
10,300
$18,300
18
69
36
88
39
170
41
461
33
24
56
113
83%
70%
6%
63%
42%
77%
98%
66%
37%
49%
86%
59%
In addition to the acquisitions shown above, in November 2022, we acquired vacant land in Honeybrook,
Pennsylvania (near two of our existing communities) with approvals for the future development of a manufactured
home community containing approximately 113 sites.
In addition, on December 22, 2021, the Company’s joint venture with Nuveen closed on the acquisition of
Sebring Square, a newly developed all-age, manufactured home community located in Sebring, Florida, for a total
purchase price of $22.2 million. This community contains 219 developed homesites situated on approximately 39
acres. On December 23, 2022, the joint venture closed on the acquisition of Rum Runner, a newly developed all-age,
manufactured home community also located in Sebring, Florida, for a total purchase price of $15.1 million. This
community contains 144 developed homesites situated on approximately 20 acres.
Results of Operations
2022 vs. 2021
Rental and related income increased from $159.0 million for the year ended December 31, 2021 to $170.4
million for the year ended December 31, 2022, or 7%. This increase was due to the acquisitions during 2021 and
2022, as well as an increase in rental rates and additional rental homes. During 2022, the Company raised rental rates
by 4% to 5% 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
84.6% and 86.0% at December 31, 2022 and 2021, respectively. Overall occupancy includes communities acquired
in 2022 and 2021, which had an average occupancy of 66% and 59%, respectively, at the time of acquisition. Demand
for rental homes continues to be strong. As of December 31, 2022, we had approximately 9,100 rental homes with an
occupancy rate of 93.3%. We continue to evaluate the demand for rental homes and will invest in additional homes
as demand dictates.
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Community operating expenses increased from $68.0 million for the year ended December 31, 2021 to $75.7
million for the year ended December 31, 2022, or 11%. This increase was primarily due to new acquisitions, and
increases in waste removal, tree removal, water and sewer, insurance, real estate taxes, travel and payroll and personnel
costs.
Community NOI increased from $91.0 million for the year ended December 31, 2021 to $94.8 million for
the year ended December 31, 2022, or 4%. This increase was primarily due to the acquisitions during 2021 and 2022
and an increase in rental rates and rental homes. The operating expense ratio (defined as community operating
expenses divided by rental and related income) was 42.8% in 2021 compared to 44.4% for 2022. Many 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 (subject to limitations on rent increases in certain jurisdictions), 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 decreased from $27.1 million for the year ended December 31, 2021 to $25.3
million for the year ended December 31, 2022, or 6%. The total number of homes sold in 2022 was 301 homes as compared
to 370 homes in 2021. There were 144 new homes sold in 2022 as compared to 182 in 2021. The Company’s average
sales price was approximately $84,000 and $73,000 for the years ended December 31, 2022 and 2021, respectively. Cost
of sales of manufactured homes decreased from $20.1 million for the year ended December 31, 2021 to $17.6 million for
the year ended December 31, 2022, or 13%. The gross profit percentage was 31% and 26% for 2022 and 2021,
respectively. Selling expenses increased from $4.8 million for the year ended December 31, 2021 to $5.3 million for the
year ended December 31, 2022, or 10%. 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) amounted to a gain of
$2.0 million for the year ended December 31, 2022 and 2021, respectively. Many of the costs associated with sales, such
as rent, salaries, and to an extent, advertising and promotion, are fixed. 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 $14.1 million for the year ended December 31, 2021 to
$19.0 million for the year ended December 31, 2022, or 35%. These increases were mainly due to non-recurring
expenses relating to the cost of previously issued special restricted stock grants for the groundbreaking Fannie Mae
financing completed in 2020, expenses for the joint venture with Nuveen, the opportunity zone fund, the issuance of
the Series A Bonds, early extinguishment of debt and other legal expenses. These non-recurring expenses totaled $3.5
million for the year ended December 31, 2022, compared to $2.0 million for the year ended December 31, 2021.
General and administrative expenses also increased due to an increase in personnel costs, stock-based compensation
and travel. General and administrative expenses, excluding non-recurring expenses, as a percentage of gross revenue
(total income plus interest, dividend and other income) was 7.6% and 6.2% at December 31, 2022 and 2021,
respectively.
Depreciation expense increased from $45.1 million for the year ended December 31, 2021 to $48.8 million
for the year ended December 31, 2022, or 8%. This increase was primarily due to the acquisitions and the increase in
rental homes during 2022 and 2021.
Interest income increased from $3.4 million for the year ended December 31, 2021 to $4.1 million for the
year ended December 31, 2022, or 22%. This increase was primarily due to an increase in the average balance of
notes receivable from $48.6 million for the year ended December 31, 2021 to $58.6 million for the year ended
December 31, 2022.
Dividend income decreased from $5.1 million for the year ended December 31, 2021 to $2.9 million for the
year ended December 31, 2022, or 43%. This decrease was primarily due to reduced dividends from the reduction of
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our securities holdings. Dividends received from our marketable securities investments were at a weighted average
yield of approximately 7.1% and 4.4% as of December 31, 2022 and 2021, respectively.
The Company recognized a net gain on sales of marketable securities of $6.4 million for the year ended
December 31, 2022, mainly as a result of the cash consideration received in the MREIC merger, partially offset by a
loss on sale of other marketable securities. The Company recognized a gain on sales of marketable securities of $2.3
million for the year ended December 31, 2021. Increase (decrease) in fair value of marketable securities decreased
from an increase of $25.1 million for the year ended December 31, 2021 to a decrease of $21.8 million for the year
ended December 31, 2022. As of December 31, 2022, the Company had total net unrealized losses of $36.1 million
in its REIT securities portfolio.
Interest expense, including amortization of financing costs, increased from $19.2 million for the year ended
December 31, 2021 to $26.4 million for the year ended December 31, 2022, or 38%. This increase was mainly due to
interest on the Series A Bonds, an increase in loans payable and an increase in interest rates.
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
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
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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.
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% as of 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.
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.
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
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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):
2022
2021
2020
Rental and Related Income
Community Operating Expenses
$170,434
(75,660)
$159,034
(68,046)
$143,344
(63,175)
Community NOI
$94,774
$90,988
$80,169
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
depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value
of marketable securities, and the gain or loss on the sale 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 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):
Net Income (Loss) Attributable to Common
Shareholders
Depreciation Expense
Depreciation Expense from Unconsolidated Joint
Venture
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
2022
2021
2020
$(36,265)
48,769
$21,249
45,124
$(29,759)
41,707
-0-
170
(25,052)
(2,342)
39,149
-0-
216
14,119
-0-
26,283
371
169
21,839
(6,394)
28,489
-48-
Adjustments:
Redemption of Preferred Stock (1)
Amortization (2)
Non-Recurring Other Expense (3)
Normalized FFO Attributable to Common
Shareholders
12,916
1,956
3,479
-0-
-0-
1,995
2,871
-0-
-0-
$46,840
$41,144
$29,154
(1) Primarily consists of redemption charges related to the original issuance costs ($8,190 and $2,871 in 2022 and 2020, respectively)
and the carrying costs of excess cash ($4,726) in 2022 from the beginning of the year through the redemption date.
(2) Due to the change in sources of capital, this non-cash expense is expected to become more significant and is therefore included
as an adjustment to Normalized FFO for the year ended December 31, 2022. Had a similar adjustment been made in prior years,
Normalized FFO Attributable to Common Shareholders would have been $42,145 and $30,181 for the years ended December
31, 2021 and 2020, respectively.
(3) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being
expensed over the vesting period ($1,724) and non-recurring expenses for the joint venture with Nuveen ($264), early
extinguishment of debt ($320), one-time legal fees ($197), fees related to the establishment of the OZ Fund ($954), and costs
associated with acquisition not completed ($20) in 2022. Consists of special bonus and restricted stock grants for the August 2020
groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($1,824) and non-recurring expenses
for the joint venture ($171) in 2021.
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,
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 implemented its 2022 Common ATM Program. The 2022 Common ATM Program allows the Company to
offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $150 million from
time to time through the Distribution Agents. During 2022, the Company also maintained its 2020 Preferred ATM
Program which allowed the Company to offer and sell shares of the Company’s Series D Preferred Stock, having an
aggregate sales price of up to $100 million from time to time. All shares of Series D Preferred Stock available for
sale under the 2020 Preferred ATM Program have been sold and accordingly, subsequent to year end, the Company
established a new 2023 Preferred ATM Program under which the Company may sell additional shares of the
Company’s 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. As part of this plan, we intend to seek
opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment
and are located in Qualified Opportunity Zones. In addition, on behalf of our joint venture with Nuveen, 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.
During the year ended December 31, 2022, the Company issued and sold 5.0 million shares of Common Stock through
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our Common ATM Programs at a weighted average price of $20.58 per share, generating gross proceeds of $102.6
million and net proceeds of $100.8 million, after offering expenses.
Through our 2020 Preferred ATM Program, the Company issued and sold a total of 406,000 shares of our
Series D Preferred Stock generating gross proceeds of $9.3 million and net proceeds after offering expenses of $9.1
million during the year ended December 31, 2022.
As of December 31, 2022, $55.4 million of Common Stock remained available for sale under the 2022
Common ATM Program and $2.9 million in shares of Series D Preferred Stock remained available for sale under the
2020 Preferred ATM Program. Subsequent to year end, the Company issued and sold 1.9 million shares of Common
Stock under the 2022 Common ATM Program for gross proceeds of $32.7 million. Subsequent to year end, the
Company issued and sold a total of 640,000 shares of Preferred Stock under the 2020 Preferred ATM Program and
the 2023 Preferred ATM Program for gross proceeds of $14.6 million.
During 2022, the Company also issued $102.7 million of its new 4.72% Series A Bonds due in 2027 in an
offering to investors in Israel and received $98.7 million in net proceeds, after offering expenses.
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 2022, amounts received under the DRIP,
including dividends reinvested of $2.8 million, totaled $7.8 million. The Company issued a total of 430,000 shares
under the DRIP during 2022.
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 $10 million was utilized
at December 31, 2022, revolving credit facilities totaling $73.5 million to finance inventory purchases, of which $64.1
million was utilized at December 31, 2022 and $14.9 million available on our line of credit secured by rental homes
and rental homes leases.
As of December 31, 2022, the Company had $29.8 million of cash and cash equivalents and marketable
securities of $42.2 million. The Company owned 134 communities (including one community acquired through the
opportunity zone fund) of which 36 are unencumbered. The Company’s marketable securities and non-mortgaged
properties provide us with additional liquidity. As of December 31, 2022, the Company also held a 40% equity interest
in its joint venture with Nuveen Real Estate, which owns two newly developed communities that are unencumbered.
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 2022, total investment property, including rental homes, increased 15%
or $186.5 million. The Company made acquisitions of seven manufactured home communities totaling 1,486
developed sites at an aggregate purchase price of $86.2 million. These acquisitions were funded by the use of our
unsecured credit facility, in addition to mortgages. See Note 3 of the Notes to Consolidated Financial Statements for
additional information on our acquisitions and Note 7 of the Notes to Consolidated Financial Statements for related
debt transactions. In addition, in December 2022, the Company’s joint venture with Nuveen Real Estate acquired one
newly-developed community in Florida containing 144 developed homesites, for a total purchase price of $15.1
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 Stock or Preferred Stock, including under the Common
ATM Program or the Preferred ATM Program. To the extent that funds or appropriate properties are not available,
fewer acquisitions will be made.
The Company owned approximately 9,100 rental homes, or approximately 36% of our total homesites as of
December 31, 2022. During 2022, our rental home portfolio increased by 392 homes or $39.4 million. The Company
markets these rental homes for sale to existing residents. The Company estimates that in 2023 it will order
approximately 700-800 manufactured homes to use as rental units at its properties for a total cost, including setup, of
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approximately $60 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 2022, the Company also invested
approximately $42 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 2022, the securities portfolio
decreased 63% or $71.6 million primarily due to sales, including as a result of the MREIC merger, with a cost basis
of $49.8 million, as well as a net decrease in the fair value of $21.8 million. The Company also earned dividend
income of $2.9 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, 2022, 2021 and 2020
(in thousands):
Net Cash (Used in) Provided by Operating
Activities
Net Cash Used in Investing Activities
Net Cash Provided by Financing Activities
Net (Decrease) Increase in Cash, Cash
Equivalents and Restricted Cash
$
$
2022
2021
2020
$
(7,983)
(124,121)
47,954
$
65,163
(94,364)
125,634
66,839
(103,770)
46,528
(84,150)
$
96,433
$
9,597
Net cash (used in) provided by operating activities decreased by $73.1 million in 2022 primarily due to an
increase in inventory. Net cash provided by operating activities remained relatively stable in 2021.
Net cash used in investing activities increased by $29.8 million in 2022, primarily due to the purchase of
manufactured home communities and investment property and equipment, partially offset by the proceeds from sales
of marketable securities. 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 provided by financing activities decreased by $77.6 million in 2022 to $48.0 million. The Company
obtained new debt financing through mortgages, short term borrowings and the issuance of our Series A Bonds totaling
$260.4 million, net of principal repayments and financing costs. The Company issued and sold 5.0 million shares of
its Common Stock during 2022 through the Common ATM Programs, raising net proceeds of approximately $100.8
million. The Company also received $7.8 million, including dividends reinvested, through the DRIP. In addition, the
Company issued and sold 406,000 shares of its Series D Preferred Stock during 2022 through the 2020 Preferred ATM
Program, raising net proceeds of approximately $9.1 million. During 2022, the Company redeemed all 9.9 million
issued and outstanding shares of its 6.75% Series C Preferred Stock for $247.1 million. During 2022, the Company
distributed to our common shareholders a total of $43.4 million, including dividends reinvested. In addition, the
Company also paid $24.6 million in preferred dividends during 2022.
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 its Common ATM Programs, raising net proceeds of approximately $179.1 million. During
2021, the Company had principal repayments and financing costs on debt totaling $260.4 million, net of new mortgage
financing. 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 during 2021.
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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 $16 million in capital improvements
for 2023.
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 10 to the Consolidated Financial Statements.
The Company has 2,066 acres of undeveloped land which it could develop in the future. The Company
continues to analyze the best use of its vacant land.
As of December 31, 2022, the Company had total assets of $1.3 billion and total liabilities of $793.4 million.
Our net debt (net of cash and cash equivalents) to total market capitalization as of December 31, 2022 and 2021 was
approximately 38% and 16%, respectively. Our net debt, less securities (net of cash and cash equivalents and
marketable securities) to total market capitalization as of December 31, 2022 and 2021 was approximately 36% and
11%, 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
40% of the total capital contributions made by the members to the joint venture. See Item 2 – “Properties-Joint Venture
with Nuveen” and “ Note 5, "Investment 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, our
operating lease obligations and our obligations regarding the financing of our home sales. See Note 2 “Summary of
Significant Accounting Policies”, Note 7 “Loans and Mortgages Payable”, Note 10 “Related Party Transactions and
Other Matters” and Note 14 “Commitments, Contingencies and Legal 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 96% of January 2023 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,
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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.
Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”)
and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally
consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates
the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal
of the property obtained in conjunction with the purchase.
In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations
(Topic 805), Clarifying the Definition of a Business”. ASU 2017-01 seeks to clarify the definition of a business with
the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as
acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, intangible assets and consolidation. The adoption of ASU 2017-01 was effective for
annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments
should be applied prospectively on or after the effective dates. Early adoption is permitted. The Company adopted
this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitions and has
determined that its acquisitions of manufactured home communities during 2021 and 2022 should be accounted for as
acquisitions of assets. As such, transaction costs, primarily consisting of broker fees, transfer taxes, legal, accounting,
valuation, and other professional and consulting fees, related to acquisitions are capitalized as part of the cost of the
acquisitions, which is then subject to a purchase price allocation based on relative fair value. Prior to the adoption of
ASU 2017-01, the Company’s acquisitions were considered an acquisition of a business and therefore, the acquisition
costs were expensed.
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, 2022, 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
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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, 2022, 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
2023
2024
2025
2026
2027
Thereafter
Total
Estimated Fair
Value
3.82%
-0-%
3.98%
4.04%
4.28%
7.03%
3.93%(1)
$58,793
-0-
122,260
38,294
39,927
254,435
$513,709
$503,487
$79,226
-0-
-0-
75,000
-0-
-0-
$154,226
$154,226
7.60%
-0-%
-0-%
5.88%
-0-%
-0-%
6.76%(1)
(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, 2022 was 3.97% for mortgages payable and
6.79% for loans payable.
All mortgage loans are at fixed rates. The Company has approximately $154.2 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 $1.5 million.
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,
2022 and 2021.
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
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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, 2022.
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, 2022. 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, 2022.
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.
(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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, and our report dated February 28, 2023, 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.
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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.
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 28, 2023
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, 2022 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.
Item 10 – Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2023 annual meeting of shareholders 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.
-56-
Item 11 – Executive Compensation
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2023 annual meeting of shareholders 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 2023 annual meeting of shareholders 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 2023 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
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 2023 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
-57-
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)
65-66
Page(s)
(ii)
Consolidated Balance Sheets as of December 31, 2022 and 2021
(iii)
(iv)
(v)
Consolidated Statements of Income (Loss) for the years ended December 31, 2022,
2021 and 2020
Consolidated Statements of Shareholders’ Equity for the years ended December 31,
2022, 2021 and 2020
70-71
Consolidated Statements of Cash Flows for the years ended December 31, 2022,
2021 and 2020
67-68
69
72
73-104
(vi) Notes to Consolidated Financial Statements
(a) (2)
The following Financial Statement Schedule is filed as part of this report:
(i)
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2022
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.
-58-
(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).
-59-
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).
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on January 10, 2023, Registration No. 001-
12690).
-60-
Exhibit
No.
3.25
(4)
4.1
4.2
4.3
Description
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).
Instruments Defining the Rights of Security Holders, Including Indentures
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 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 (incorporated by reference to
Exhibit 4.4 to the Form 10-K as filed by the Registrant with the Securities and Exchange
Commission on February 24, 2022, Registration No. 001-12690).
4.4
*
Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange
Act of 1934.
(10)
10.1
10.2
10.3
10.4
10.5
+
+
+
+
+
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, 2023, 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 January 13, 2023, Registration No.
001-12690).
10.6
+
Amended and Restated Employment Agreement effective January 1, 2023, 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 January 13, 2023, Registration No.
001-12690).
-61-
Exhibit
No.
10.7
10.8
10.9
+
+
+
Description
Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Craig
Koster (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities
and Exchange Commission on January 13, 2023, Registration No. 001-12690).
Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Brett Taft
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and
Exchange Commission on January 13, 2023, 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).
10.10
+
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 16, 2021, Registration No. 001-12690).
10.11
10.12
10.13
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).
Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets
Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading
LLC, and Janney Montgomery Scott LLC, (incorporated by reference to the Form 8-K as filed
by the Registrant with the Securities and Exchange Commission on March 7, 2022, Registration
No. 001-12690).
Second Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank
of Montreal, as Administrative Agent, dated as of November 7, 2022 (incorporated by reference
to the Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on
November 8, 2022, Registration No. 001-12690).
10.14
*
First Amendment to Second Amended and Restated Credit Agreement by and among UMH
Properties, Inc. and Bank of Montreal, as Administrative Agent, dated as of February 24, 2023.
10.15
(21)
(23)
(31.1)
(31.2)
(32)
*
*
*
*
*
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 January 11, 2023, 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
-62-
Exhibit
No.
++
101.SCH ++
101.CAL ++
101.LAB ++
++
101.PRE
++
101.DEF
104
++
*
+
++
Description
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.
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.
-63-
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
Executive Vice President, Chief Financial Officer, Treasurer
and Director (Principal Financial and Accounting Officer)
Dated: February 28, 2023
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/Kiernan Conway
KIERNAN CONWAY
/s/Matthew Hirsch
MATTHEW HIRSCH
/s/Michael P. Landy
MICHAEL P. LANDY
/s/Stuart Levy
STUART LEVY
/s/William Mitchell
WILLIAM MITCHELL
/s/Angela D. Pruitt-Marriott
ANGELA PRUITT
/s/Kenneth K. Quigley, Jr.
KENNETH K. QUIGLEY
Title
Chairman of the Board
Date
February 28, 2023
President, Chief Executive Officer and Director
February 28, 2023
Executive Vice President, Chief Financial Officer,
Treasurer and Director
February 28, 2023
Director
Director
Director
Director
Director
Director
Director
Director
Director
-64-
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2022, 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, 2022, 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 28, 2023, 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.
-65-
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.
Acquisition of Manufactured Home Communities
The Company's strategy includes growth by acquisition. As described in note 1 to the consolidated financial
statements, the Company evaluates acquisitions to determine whether the acquisition should be classified as either an
asset acquisition or business combination. For asset acquisitions, the Company allocates the purchase price of these
manufactured home communities on a relative fair value basis and capitalizes direct acquisition related costs as part
of the purchase price. The Company evaluated its acquisitions and has determined that its acquisitions of manufactured
home communities during 2022 should be accounted for as acquisitions of assets. During the year ended December
31, 2022, the Company acquired seven manufactured home communities for total consideration of approximately $87
million. The cost of the acquisitions is approximately 8.25% of total net investment property and equipment as of
December 31, 2022. We identified the evaluation of the measurement of the fair values used in purchase price
allocation of manufactured home communities as a critical audit matter.
The principal consideration for our determination that the evaluation of the measurement of the fair value used in the
purchase price allocation of manufactured home communities was a critical audit matter was that it involves a high
degree of subjectivity in evaluating the reasonableness of management's estimates and the assumptions used in those
estimates, related to the recognition and measurement of assets acquired.
Our audit procedures related to evaluating the fair values used in the purchase price allocation of manufactured home
community acquisition included the following. We obtained an understanding and tested the design and operating
effectiveness of relevant controls relating to accounting for acquisitions, such as controls over the evaluation of the
accounting treatment and the recognition and measurement of assets acquired, liabilities assumed, and consideration
paid. For each acquisition, we obtained purchase price allocation information from management, along with relevant
supporting documentation such as the executed purchase agreement, in order to corroborate our understanding of the
substance of the acquisition as well as assess the completeness of the assets acquired and liabilities assumed. We
assessed whether (1) the values assigned to the tangible assets appeared reasonable based on a cost or market approach
for similar properties in each geographic area, (2) intangible assets, if any, were properly considered, identified and
valued, and (3) the significant assumptions used in valuing the assets and liabilities were reasonable. Our overall
assessment of the amounts reported and disclosed in the consolidated financial statements included consideration of
whether such information was consistent with evidence obtained in other areas of the audit.
/s/ PKF O’Connor Davies, LLP
February 28, 2023
New York, New York
We have served as the Company’s auditor since 2008.
-66-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2022 and 2021
(in thousands except per share amounts)
-ASSETS-
2022
2021
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
$ 86,619
846,218
35,933
422,818
1,391,588
26,721
1,418,309
(363,098)
1,055,211
$ 74,963
716,211
30,450
383,467
1,205,091
24,437
1,229,528
(316,073)
913,455
29,785
42,178
88,468
67,271
20,011
23,250
18,422
289,385
116,175
113,748
23,659
55,359
17,135
22,352
8,937
357,365
TOTAL ASSETS
$ 1,344,596
$ 1,270,820
See Accompanying Notes to Consolidated Financial Statements
-67-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2022 and 2021
(in thousands except per share amounts)
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
2022
2021
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs
$ 508,938
$ 452,567
Other Liabilities:
Accounts Payable
Loans Payable, net of unamortized debt issuance costs
Series A Bonds, 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, $0.10 par value per share, 3,866 and 13,750 shares
authorized as of December 31, 2022 and 2021, respectively;
9,884 shares issued and outstanding as of December 31, 2021
Series D – 6.375% Cumulative Redeemable Preferred
Stock, par value $0.10 per share, 9,300 shares authorized;
9,015 and 8,609 shares issued and outstanding as of December
31, 2022 and 2021, respectively
Common Stock - $0.10 par value per share, 154,048 and
144,164 shares authorized as of December 31, 2022 and 2021,
respectively; 57,595 and 51,651 shares issued and outstanding
as of December 31, 2022 and 2021, respectively
Excess Stock - $0.10 par value per share, 3,000 shares
authorized; no shares issued or outstanding as of
December 31, 2022 and 2021
Additional Paid-In Capital
Undistributed Income (Accumulated Deficit)
Total UMH Properties, Inc. Shareholders’ Equity
Non-Controlling Interest in Consolidated Subsidiaries
Total Shareholders’ Equity
6,387
153,531
99,207
16,852
8,485
284,462
793,400
4,274
46,757
-0-
17,162
7,920
76,113
528,680
-0-
247,100
225,379
215,219
5,760
5,165
-0-
343,189
(25,364)
548,964
2,232
551,196
-0-
300,020
(25,364)
742,140
-0-
742,140
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 1,344,596
$ 1,270,820
See Accompanying Notes to Consolidated Financial Statements
-68-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 and 2020
(in thousands)
INCOME:
Rental and Related Income
Sales of Manufactured Homes
2022
2021
2020
$ 170,434
25,342
$ 159,034
27,089
$ 143,344
20,265
Total Income
195,776
186,123
163,609
EXPENSES:
Community Operating Expenses
Cost of Sales of Manufactured Homes
Selling Expenses
General and Administrative Expenses
Depreciation Expense
75,660
17,562
5,282
18,979
48,769
68,046
20,091
4,807
14,095
45,124
63,175
14,417
4,941
11,056
41,707
Total Expenses
166,252
152,163
135,296
OTHER INCOME (EXPENSE):
Interest Income
Dividend Income
Gain on Sales of Marketable Securities, net
Increase (Decrease) in Fair Value of Marketable Securities
Other Income
Loss on Investment in Joint Venture
Interest Expense
4,085
2,903
6,394
(21,839)
1,240
(671)
(26,439)
3,362
5,098
2,342
25,052
626
(24)
(19,158)
2,917
5,729
-0-
(14,119)
718
-0-
(18,287)
Total Other Income (Expense)
(34,327)
17,298
(23,042)
Income (Loss) Before Loss on Sales of Investment Property
and Equipment
Loss on Sales of Investment Property and Equipment
Net Income (Loss)
Preferred Dividends
Redemption of Preferred Stock
Loss Attributable to Non-Controlling Interest
Net Income (Loss) Attributable to Common
Shareholders
Net Income (Loss) Attributable to Common
Shareholders Per Share
Basic
Diluted
Weighted Average Common Shares Outstanding:
Basic
Diluted
(4,803)
(169)
(4,972)
(23,221)
(8,190)
118
51,258
(170)
51,088
(29,839)
-0-
-0-
5,271
(216)
5,055
(31,943)
(2,871)
-0-
$(36,265)
$21,249
$(29,759)
$(0.67)
$(0.67)
54,389
54,389
$0.46
$0.45
46,332
47,432
$(0.72)
$(0.72)
41,395
41,395
See Accompanying Notes to Consolidated Financial Statements
-69-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 and 2020
(in thousands)
Balance December 31, 2019
41,130
$4,113
$95,030
$243,750
Common Stock
Issued and Outstanding
Number
Amount
Preferred
Stock
Series B
Preferred
Stock
Series C
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-
-0-
-0-
-0-
-0-
-0-
(13)
-0-
(95,017)
-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-
Balance December 31, 2021
51,651
5,165
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
Redemption of Preferred Stock
Distributions
Stock Compensation Expense
Investment from Non-Controlling Interest
Net Loss
430
124
404
44
12
40
4,986
499
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-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-
247,100
-0-
-0-
-0-
-0-
-0-
(247,100)
-0-
-0-
-0-
-0-
Balance December 31, 2022
57,595
$5,760
$-0-
$-0-
See Accompanying Notes to Consolidated Financial Statements
-70-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 and 2020
(in thousands)
Balance December 31, 2019
$66,268
$162,542
$(25,364)
$-0-
$546,339
Preferred
Stock
Series D
Additional
Paid-In
Capital
Undistributed
Income
(Accumulated
Deficit)
Non-Controlling
Interest in
Consolidated
Subsidiary
Total
Shareholders’
Equity
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
Balance December 31, 2020
160,854
115,026
(25,364)
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
Balance December 31, 2021
215,219
300,020
(25,364)
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
Redemption of Preferred Stock
Distributions
Stock Compensation Expense
Investment from Non-Controlling Interest
Net Loss
-0-
-0-
-0-
-0-
10,160
-0-
-0-
-0-
-0-
-0-
7,764
(12)
4,155
100,253
(1,085)
8,185
(81,061)
4,970
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(8,185)
13,039
-0-
-0-
(4,854)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
2,350
(118)
9,154
-0-
659
1,743
(1,830)
(12)
96,141
(95,017)
(61,751)
1,327
5,055
501,808
9,773
-0-
8,601
179,069
53,213
(64,859)
3,447
51,088
742,140
7,808
-0-
4,195
100,752
9,075
(247,100)
(68,022)
4,970
2,350
(4,972)
Balance December 31, 2022
$225,379
$343,189
$(25,364)
$2,232
$551,196
See Accompanying Notes to Consolidated Financial Statements
-71-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 and 2020
(in thousands)
2022
2021
2020
$ (4,972)
$ 51,088
$ 5,055
48,769
1,956
4,970
1,497
(6,394)
21,839
169
(64,809)
(12,740)
(636)
2,113
(310)
565
(7,983)
(65,562)
(81,112)
3,098
(27,185)
(19)
56,144
(9,485)
(124,121)
59,801
107,280
(24,294)
102,670
(6,561)
2,350
9,075
(247,100)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)
Non-cash items included in Net Income (Loss):
Depreciation
Amortization of Financing Costs
Stock Compensation Expense
Provision for Uncollectible Notes and Other Receivables
Gain on Sales of Marketable Securities, net
Decrease (Increase) 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 (Used in) 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
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
Proceeds from Bond Issuance
Financing Costs on Debt
Investments from Non-Controlling Interest
Proceeds from At-The-Market Preferred Equity Program, net of offering
costs
Payments on Redemption of 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
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
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)
-0-
(167)
-0-
53,213
-0-
41,707
1,027
1,327
1,546
-0-
14,119
216
6,517
(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)
-0-
(4,737)
-0-
96,141
(95,017)
1,743
6,003
(12)
(1,830)
659
(31,943)
(26,657)
46,528
9,597
18,996
100,752
179,069
5,025
-0-
-0-
4,195
(24,611)
(40,628)
47,954
(84,150)
125,026
6,267
-0-
-0-
8,601
(29,839)
(31,514)
125,634
96,433
28,593
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END
OF YEAR
$ 40,876
$ 125,026
$ 28,593
See Accompanying Notes to Consolidated Financial Statements
-72-
UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 and 2021
NOTE 1 – ORGANIZATION
UMH Properties, Inc., a Maryland corporation, and its subsidiaries (the “Company”) operates as a real estate
investment trust (“REIT”) deriving its income primarily from real estate rental operations. The Company, through its
wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (“S&F”), also sells manufactured homes to residents and
prospective residents in our communities. Inherent in the operations of manufactured home communities are site
vacancies. S&F was established to fill these vacancies and enhance the value of the communities. The Company also
owns a portfolio of REIT securities which the Company generally limits to no more than approximately 15% of its
undepreciated assets (which is the Company’s total assets excluding accumulated depreciation). Management views the
Company as a single segment based on its method of internal reporting in addition to its allocation of capital and resources.
Description of the Business
As of December 31, 2022, the Company owned and operated 134 manufactured home communities
(including one community acquired through the opportunity zone fund) containing approximately 25,600 developed
sites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan,
Maryland, Alabama and South Carolina.
These manufactured home communities are listed by trade names as follows:
MANUFACTURED HOME COMMUNITY
LOCATION
Allentown
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
Center Manor
Chambersburg I & II
Chelsea
Cinnamon Woods
City View
Clinton Mobile Home Resort
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village/ Duck River
Cranberry Village
Crestview
Cross Keys Village
Crossroads Village
Dallas Mobile Home Community
Deer Meadows
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
Monaca, Pennsylvania
Chambersburg, Pennsylvania
Sayre, Pennsylvania
Conowingo, Maryland
Lewistown, Pennsylvania
Tiffin, Ohio
Horseheads, New York
Wintersville, Ohio
Muncie, Indiana
Ravenna, Ohio
Columbia, Tennessee
Cranberry Township, Pennsylvania
Athens, Pennsylvania
Duncansville, Pennsylvania
Mount Pleasant, Pennsylvania
Toronto, Ohio
New Springfield, Ohio
-73-
MANUFACTURED HOME COMMUNITY
LOCATION
Deer Run
D & R Village
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Fohl Village
Forest Creek
Forest Park Village
Fox Chapel Village
Frieden Manor
Friendly Village
Garden View
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
Hidden Creek
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
La Vista Estates
Lake Erie Estates
Lake Sherman Village
Lakeview Meadows
Laurel Woods
Little Chippewa
Mandell Trails
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
Oak Tree
Dothan, Alabama
Clifton Park, New York
Lodi, Ohio
Bedford, Ohio
Mantua, Ohio
Millville, New Jersey
Elizabeth, Pennsylvania
Canton, Ohio
Elkhart, Indiana
Cranberry Township, Pennsylvania
Cheswick, Pennsylvania
Schuylkill Haven, Pennsylvania
Perrysburg, Ohio
Orangeburg, South Carolina
Chambersburg, Pennsylvania
Honey Brook, Pennsylvania
Dublin, Ohio
Inkerman, Pennsylvania
Erie, Michigan
Export, 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
Dothan, Alabama
Fredonia, New York
Navarre, Ohio
Lakeview, Ohio
Cresson, Pennsylvania
Orrville, Ohio
Butler, Pennsylvania
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
Jackson, New Jersey
-74-
MANUFACTURED HOME COMMUNITY
LOCATION
Oakwood Lake Village
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
Tunkhannock, Pennsylvania
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
joint venture with Nuveen Real Estate, in which the Company has a 40% interest, owns two manufactured home
communities located in Sebring, Florida, Sebring Square which was acquired in December 2021 and Rum Runner
which was acquired in December 2022. See Note 5.
-75-
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company prepares its financial statements under the accrual basis of accounting, in conformity with
accounting principles generally accepted in the United States of America (“GAAP”). The Company’s subsidiaries
are all 100% wholly-owned, except for its investment in its qualified opportunity zone fund, which is 77% owned by
the Company (see Note 6). The consolidated financial statements of the Company include all of these subsidiaries,
including its qualified opportunity zone fund. All intercompany transactions and balances have been eliminated in
consolidation.
A subsidiary of the Company is the managing member of the Company’s joint venture with Nuveen Real
Estate.
Use of Estimates
In preparing the consolidated financial statements in accordance with GAAP, management is required to
make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets
and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended.
These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation,
valuation of securities, accounting for land development, reserves and accruals, and stock compensation expense.
Actual results could differ from these estimates and assumptions.
Investment Property and Equipment and Depreciation
Property and equipment are carried at cost less accumulated depreciation. Depreciation for Sites and
Buildings is computed principally on the straight-line method over the estimated useful lives of the assets (ranging
from 15 to 27.5 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and
Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging
from 3 to 27.5 years). Land Development Costs are not depreciated until they are put in use, at which time they are
capitalized as Site and Land Improvements. Interest Expense pertaining to Land Development Costs are capitalized.
Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The Company uses
its professional judgement in determining whether such costs meet the criteria for capitalization or must be expensed
as incurred. The Company’s business plan includes the purchase of value-add communities, redevelopment,
development and expansion of communities. During 2022 and 2021, we acquired 10 value-add communities
containing 2,029 sites and developed 305 expansions sites. The Company capitalizes payroll for those individuals
responsible for and who spend their time on the execution and supervision of development activities and capital
projects. Salaries and benefits capitalized to land development were approximately $3.7 million and $2.6 million for
the years ended December 31, 2022 and 2021, respectively. The costs and related accumulated depreciation of
property sold or otherwise disposed of are removed from the financial statements and any gain or loss is reflected in
the current year’s results of operations.
The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments.
The Company’s primary indicator of potential impairment is based on net operating income trends year over year.
Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is
probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property
is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors
such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other
factors. Upon determination that an other than temporary impairment has occurred, rental properties are reduced to
their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property,
less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a
commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported
at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property
is held for disposition, depreciation expense is not recorded.
The Company conducted a comprehensive review of all real estate asset classes in accordance with ASC
360-10-35-21. The process entailed the analysis of property for instances where the net book value exceeded the
-76-
estimated fair value. The Company reviewed its operating properties in light of the requirements of ASC 360-10 and
determined that, as of December 31, 2022, no impairment charges were required.
Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”)
and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally
consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates
the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal
of the property obtained in conjunction with the purchase.
In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations
(Topic 805), Clarifying the Definition of a Business”. ASU 2017-01 seeks to clarify the definition of a business with
the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as
acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, intangible assets and consolidation. The adoption of ASU 2017-01 was effective for
annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments
should be applied prospectively on or after the effective dates. Early adoption is permitted. The Company adopted
this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitions and has
determined that its acquisitions of manufactured home communities during 2021 and 2022 should be accounted for as
acquisitions of assets. As such, transaction costs, primarily consisting of broker fees, transfer taxes, legal, accounting,
valuation, and other professional and consulting fees, related to acquisitions are capitalized as part of the cost of the
acquisitions, which is then subject to a purchase price allocation based on relative fair value. Prior to the adoption of
ASU 2017-01, the Company’s acquisitions were considered an acquisition of a business and therefore, the acquisition
costs were expensed.
Investment in Joint Venture
The Company accounts for its investment in its joint venture with Nuveen Real Estate under the equity
method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company
has the ability to exercise significant influence, but not control, over the operating and financial decisions of the joint
venture. Under the equity method of accounting, the cost of an investment is adjusted for the Company’s share of the
equity in net income or loss from the date of acquisition, reduced by distributions received and increased by
contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement.
The carrying value of the investment in joint venture is reviewed for other than temporary impairment whenever
events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and
other economic trends are among the factors that are considered in evaluation of the existence of impairment indicators
(See Note 5).
Cash and Cash Equivalents
Cash and cash equivalents include all cash and investments with an original maturity of three months or less.
The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits. The Company
has not experienced any losses in these accounts in the past. The fair value of cash and cash equivalents approximates
their current carrying amounts since all such items are short-term in nature.
Marketable Securities
Investments in marketable securities consist of marketable common and preferred stock securities of other
REITs, which the Company generally limits to no more than approximately 15% of its undepreciated assets. These
marketable securities are all publicly traded and purchased on the open market, through private transactions or through
dividend reinvestment plans. The Company normally holds REIT securities on a long-term basis and has the ability
and intent to hold securities to recovery, therefore as of December 31, 2022 and 2021, gains or losses on the sale of
securities are based on average cost and are accounted for on a trade date basis.
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Inventory of Manufactured Homes
Inventory of manufactured homes is valued at the lower of cost or net realizable value and is determined by
the specific identification method. All inventory is considered finished goods.
Accounts and Notes Receivables
The Company’s accounts, notes and other receivables are stated at their outstanding balance and reduced by
an allowance for uncollectible accounts. The Company evaluates the recoverability of its receivables whenever events
occur or there are changes in circumstances such that management believes it is probable that it will be unable to
collect all amounts due according to the contractual terms of the notes receivable or lease agreements. The
collectability of notes receivable is measured based on the present value of the expected future cash flow discounted
at the notes receivable effective interest rate or the fair value of the collateral if the notes receivable is collateral
dependent. At December 31, 2022 and 2021, the reserves for uncollectible accounts, notes and other receivables were
$2.6 million and $2.1 million, respectively. For the years ended December 31, 2022, 2021 and 2020 the provisions
for uncollectible notes and other receivables were $1.5 million, $1.2 million and $1.5 million, respectively. Charge-
offs and other adjustments related to repossessed homes for the years ended December 31, 2022, 2021 and 2020
amounted to $1.0 million, $712,000 and $1.2 million, respectively.
On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward
looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The
measurement of expected credit losses is based upon historical experience, current conditions, and supportable
forecasts that affect the collectability of the reported amount. As of December 31, 2022 and 2021, the Company had
notes receivable of $63.0 million and $51.9 million, net of a fair value adjustment of $1.3 million and $1.0 million,
respectively. Notes receivables are presented as a component of notes and other receivables, net on our consolidated
balance sheets. These receivables represent balances owed to us for previously completed performance obligations for
sales of manufactured homes.
The Company’s notes receivable primarily consists of installment loans collateralized by manufactured
homes with principal and interest payable monthly. The weighted average interest rate on these loans is approximately
6.7% and the average maturity is approximately 8 years.
Unamortized Financing Costs
Costs incurred in connection with obtaining mortgages and other financings and refinancings are deferred
and presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability.
These costs are amortized on a straight-line basis which approximates the effective interest method over the term of
the related obligations, and included as a component of interest expense. Unamortized costs are charged to expense
upon prepayment of the obligation. Upon amendment of the line of credit or refinancing of mortgage debt,
unamortized deferred financing fees are accounted for in accordance with ASC 470-50-40, Modifications and
Extinguishments. As of December 31, 2022 and 2021, accumulated amortization amounted to $9.1 million and $7.2
million, respectively. The Company estimates that aggregate amortization expense will be approximately $2.0 million
for 2023, $1.9 million for 2024, $1.7 million for 2025, $1.6 million for 2026, $577,000 for 2027 and $1.2 million
thereafter.
Leases
We account for our leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease
agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-
month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by
jurisdictional statute.
We are the lessee in other arrangements, primarily for our corporate office and a 99-year ground lease at one
community expiring April 12, 2099, with an option to extend for another 99-year term. As of December 31, 2022, the
right-of-use assets and corresponding lease liabilities of $3.6 million are included in Prepaid Expenses and Other
Assets and Accrued Liabilities and Deposits on the Consolidated Balance Sheets.
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Future minimum lease payments under these leases over the remaining lease terms, exclusive of renewal
options are as follows (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total Lease Payments
$ 460
460
460
460
257
18,614
$ 20,711
The weighted average remaining lease term for these leases, including renewal options is 160.2 years. The
right of use assets and lease liabilities was calculated using an interest rate of 5%.
Restricted Cash
The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair
escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in Prepaid Expenses
and Other Assets on the Consolidated Balance Sheets.
The following table reconciles beginning of period and end of period balances of cash, cash equivalents and
restricted cash for the periods shown (in thousands):
12/31/22
12/31/21
12/31/20
12/31/19
$29,785
11,091
$116,175
8,851
$15,336
13,257
$12,902
6,094
$40,876
$125,026
$28,593
$18,996
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.
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Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third
party and other miscellaneous income. This income is recognized when the transactions are completed and our
performance obligations have been fulfilled.
Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number
of common shares outstanding during the period (54.4 million, 46.3 million and 41.4 million in 2022, 2021 and 2020,
respectively). Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding plus the weighted average number of net shares that would be issued upon
exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2022, employee
stock options to purchase 3.5 million shares of Common Stock were excluded from the computation of Diluted Net
Income (Loss) per Share as their effect would be anti-dilutive. For the year ended December 31, 2021, Common
Stock equivalents resulting from employee stock options to purchase 3.3 million shares of Common Stock amounted
to 1.1 million shares, which were included in the computation of Diluted Net Income (Loss) per Share. For the year
ended December 31, 2020, employee stock options to purchase 3.3 million shares of Common Stock were excluded
from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive.
Stock Compensation Plan
The Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-
10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be
calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for
stock option grants are determined using option pricing models, intended to estimate the fair value of the awards at
the grant date less estimated forfeitures. The compensation expense for restricted stock are recognized based on the
fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards are equal
to the fair value of the Company’s stock on the grant date. Compensation costs, which is included in General and
Administrative Expenses, of $5.0 million, $3.4 million and $1.3 million have been recognized in 2022, 2021 and 2020,
respectively. During 2022, 2021 and 2020, compensation costs included a one-time charge of $433,000, $44,000 and
$127,000, respectively, for restricted stock and stock option grants awarded to participants who were of retirement
age and therefore the entire amount of measured compensation cost has been recognized at grant date. Included in
Note 8 to these consolidated financial statements are the assumptions and methodology used to calculate the fair value
of stock options and restricted stock awards.
Income Tax
The Company has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of
the Internal Revenue Code. Under such provisions, the Company will not be taxed on that portion of its income which
is distributed to shareholders, provided it distributes at least 90% of its taxable income, has at least 75% of its assets
in real estate or cash-type investments and meets certain other requirements for qualification as a REIT. The Company
has and intends to continue to distribute all of its income currently, and therefore no provision has been made for
income or excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal
income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years.
The Company is also subject to certain state and local income, excise or franchise taxes. In addition, the Company
has a taxable REIT Subsidiary (“TRS”) which is subject to federal and state income taxes at regular corporate tax rates
(See Note 13).
The Company follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on its evaluation,
the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of December 31,
2022. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest
expense. As of December 31, 2022, the tax years 2019 through and including 2022 remain open to examination by
the Internal Revenue Service. There are currently no federal tax examinations in progress.
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Reclassifications
Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform
to the financial statement presentation for the current year.
Other Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements.
NOTE 3 – INVESTMENT PROPERTY AND EQUIPMENT
Acquisitions in 2022
On March 31, 2022, the Company acquired Center Manor, located in Monaca, Pennsylvania, for
approximately $5.8 million. This community contains a total of 96 developed homesites that are situated on
approximately 18 total acres. At the date of acquisition, the average occupancy for this community was approximately
83%.
On May 3, 2022, the Company acquired Mandell Trails, located in Butler, Pennsylvania, for approximately
$7.4 million. This community contains a total of 132 developed homesites that are situated on approximately 69 total
acres. At the date of acquisition, the average occupancy for this community was approximately 70%.
On May 25, 2022, the Company acquired La Vista Estates, located in Dothan, Alabama, for approximately
$3.9 million. This community contains a total of 139 developed homesites that are situated on approximately 36 total
acres. At the date of acquisition, the average occupancy for this community was approximately 6%.
On July 14, 2022, the Company acquired Hidden Creek, located in Erie, Michigan, for approximately $22.0
million. This community contains a total of 351 developed homesites that are situated on approximately 88 total acres.
At the date of acquisition, the average occupancy for this community was approximately 63%.
On August 10, 2022, the Company acquired Garden View, located in Orangeburg, South Carolina, for
approximately $5.2 million, through its qualified opportunity zone fund (See Note 6). This community contains a
total of 187 developed homesites that are situated on approximately 39 total acres. At the date of acquisition, the
average occupancy for this community was approximately 42%.
On November 22, 2022, the Company acquired Fohl Village, located in Canton, Ohio, for approximately
$19.1 million. This community contains a total of 321 developed homesites that are situated on approximately 170
total acres. At the date of acquisition, the average occupancy for this community was approximately 77%.
On December 15, 2022, the Company acquired Oak Tree, located in Jackson, New Jersey, for approximately
$22.9 million. This community contains a total of 260 developed homesites that are situated on approximately 41
total acres. At the date of acquisition, the average occupancy for this community was approximately 98%.
Acquisitions in 2021
On January 8, 2021, the Company acquired Deer Run, located in Dothan, Alabama, for approximately $4.6
million. This community contains a total of 195 developed homesites that are situated on approximately 33 total acres.
At the date of acquisition, the average occupancy for this community was approximately 37%.
On January 21, 2021, the Company acquired Iris Winds, located in Sumter, South Carolina, for approximately
$3.4 million. This community contains a total of 142 developed homesites that are situated on approximately 24 total
acres. At the date of acquisition, the average occupancy for this community was approximately 49%.
On June 1, 2021, the Company acquired Bayshore Estates, located in Sandusky, Ohio, for approximately
$10.3 million. This community contains a total of 206 developed homesites that are situated on approximately 56
total acres. At the date of acquisition, the average occupancy for this community was approximately 86%.
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The Company has evaluated these acquisitions and has determined that they should be accounted for as
acquisitions of assets. As such, we have allocated the total cash consideration, including transaction costs of
approximately $852,000 for 2022 and $109,000 for 2021, to the individual assets acquired on a relative fair value
basis. The following table summarizes our purchase price allocation for the assets acquired for the years ended
December 31, 2022 and 2021, respectively (in thousands):
2022 Acquisitions
2021 Acquisitions
Assets Acquired:
Land
Depreciable Property
Notes Receivable and Other
Total Assets Acquired
$
$
$
6,379
80,027
656
87,062
$
986
17,223
197
18,406
Total Income, Community Net Operating Income (“Community NOI”)* and Net Loss for communities
acquired in 2022 and 2021, which are included in our Consolidated Statements of Income (Loss) for the years ended
December 31, 2022 and 2021, are as follows (in thousands):
2022 Acquisitions
2022
2021 Acquisitions
2022
2021
Total Income
Community NOI *
Net Loss
$
$
$
1,376
610
(781)
$
$
$
1,685
497
(1,078)
$
$
$
1,134
235
(740)
*Community NOI is defined as rental and related income less community operating expenses.
See Note 7 for additional information relating to Loans and Mortgages Payable and Note 18 for the Unaudited
Pro Forma Financial Information relating to these acquisitions.
In addition to the acquisitions listed above made by the Company, the Company’s joint venture with Nuveen
Real Estate consummated its second acquisition in December 2022. (See Note 5.)
Accumulated Depreciation
The following is a summary of accumulated depreciation by major classes of assets (in thousands):
Site and Land Improvements
Buildings and Improvements
Rental Homes and Accessories
Equipment and Vehicles
Total Accumulated Depreciation
NOTE 4 – MARKETABLE SECURITIES
December 31, 2022
December 31, 2021
$ 225,926
11,294
104,481
21,397
$ 363,098
$ 199,482
10,020
87,104
19,467
$ 316,073
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, 2022 (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:
Alerislife Inc.
Diversified HealthCare Trust
Franklin Street Properties Corporation
Industrial Logistics Properties Trust
Kimco Realty Corporation
Office Properties Income Trust
Orion Office REIT, Inc.
Pennsylvania Real Estate Investment Trust
Realty Income Corporation
Urstadt Biddle Properties, Inc.
Total Common Stock
B
C
C
B
D
7.250%
6.500%
6.625%
7.375%
6.875%
12
20
20
40
20
12
171
220
87
890
562
18
15
185
100
$257
494
500
1,000
498
2,749
45
2,920
2,219
1,729
16,677
36,418
293
2,316
10,910
2,049
75,576
$168
235
505
97
38
1,043
6
111
601
285
18,850
7,496
158
17
11,716
1,895
41,135
Total Marketable Securities
$78,325
$42,178
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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
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
As of December 31, 2021, the Company’s securities portfolio included 2.7 million shares of common stock
of Monmouth Real Estate Investment Corporation (“MREIC”), representing 2.7% of the total MREIC shares
outstanding. The Company’s Chairman of the Board was also the Chairman of MREIC and there were three other
Company Directors who were also directors and shareholders of MREIC. In February 2022, MREIC was acquired
by a third party pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the Company
and MREIC’s other shareholders receiving a cash payment of $21.00 per share in cancellation of their MREIC
common shares. The merger consideration received by the Company on February 28, 2022 for its 2.7 million shares
of MREIC common stock totaled approximately $55.7 million. These shares had been acquired by the Company at a
cost of approximately $25 million, which resulted in a gain of approximately $30.7 million. The Company also sold
other securities in its portfolio with a total cost of $24.7 million at a loss of $24.3 million. As of December 31, 2022,
2021 and 2020, the securities portfolio had net unrealized holding losses of $36.1 million, $14.3 million and $39.4
million, respectively.
NOTE 5- INVESTMENT IN JOINT VENTURE
In December 2021, the Company and Teachers Insurance and Annuity Association of America, through
Nuveen Real Estate (its asset management division) (“Nuveen” or “Nuveen Real Estate”), established a joint venture
for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under
development and/or newly developed and meet certain other investment guidelines. The terms of the joint venture
are set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC Agreement”) entered
into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement provides
for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment
period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments
by up to an additional $100 million and to extend the commitment period for up to an additional four years. The LLC
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Agreement calls for committed capital to be funded 60% by Nuveen and 40% by the Company on a parity basis. The
Company serves as managing member of the joint venture and is responsible for day-to-day operations of the joint
venture and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions
(including investments, dispositions, financings, major capital expenditures and annual budgets). The Company
receives property management and other fees from the joint venture.
The Company serves as managing member of the joint venture and will be responsible for day-to-day
operations of the joint venture and management of its properties, subject to obtaining Nuveen’s approval of major
decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). For its
role as managing member and property manager, the Company will receive asset management and property
management fees. In addition, the Company will be entitled to receive a promote percentage once each member of
the joint venture has recouped its invested capital and received a 7.5% net unlevered internal rate of return.
After December 8, 2024 or, if later, the second anniversary of the joint venture’s acquisition and placing in
service of a manufactured housing or recreational vehicle community, Nuveen will have a right to initiate the sale of
one or more of the communities owned by the joint venture. If Nuveen elects to initiate such a sale process, the
Company may exercise a right of first refusal to acquire Nuveen’s interest in the community or communities to be
sold for a purchase price corresponding to the greater of the appraised value of such communities or the amount
required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. In addition, the Company
will have the right to buy out Nuveen’s interest in the joint venture at any time after December 8, 2031 at a purchase
price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a 7.5% net
unlevered internal rate of return on Nuveen’s investment.
The LLC Agreement between the Company and Nuveen provides that until the capital contributions to the
joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for the
Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet the
joint venture’s investment guidelines. These guidelines call for the joint venture to acquire manufactured housing
and recreational vehicle communities that have been developed within the previous two years and are less than 20%
occupied, are located in certain geographic markets, are projected to meet certain cash flow and internal rate of return
targets, and satisfy certain other criteria. The Company has agreed to offer Nuveen the opportunity to have the joint
venture acquire any manufactured housing community or recreational vehicle community that meets these investment
guidelines. If Nuveen determines not to pursue or approve any such acquisition, the Company would be permitted to
acquire the property outside the joint venture. Nuveen provided the Company with written waivers of the
exclusivity provision of the LLC Agreement with regard to two property acquisitions that may have fit the investment
guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint venture.
Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from
developing, owning, operating or managing manufactured housing communities or recreational vehicle communities
within a 10-mile radius of any community owned by the joint venture. However, this restriction does not apply with
respect to investments by the Company in existing communities operated by the Company.
Nuveen will have the right to remove and replace the Company as managing member of the joint venture and
manager of the joint venture’s properties if the Company breaches certain obligations or certain events occur. Upon
such removal, Nuveen may elect to buy out the Company’s interest in the joint venture at 98% of the value of the
Company’s interest in the joint venture. If Nuveen does not exercise such buy-out right, the Company may, at
specified times, elect to initiate a sale of the communities owned by the joint venture, subject to a right of first refusal
on the part of Nuveen. The LLC Agreement contains restrictions on a party’s right to transfer its interest in the joint
venture without the approval of the other party.
While the Company considers the LLC Agreement with Nuveen to be an important agreement, the Company
has concluded that the LLC Agreement does not fall within the definition of a "material contract" as defined by SEC
rules. The LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture acquire
a manufactured housing community or recreational vehicle community that meets the investment guidelines. If
Nuveen decides not to acquire the community through the joint venture, however, the Company is free to purchase
the community on its own outside of the joint venture. Based upon this, and in light of the Company’s relationship
and its dealings with Nuveen since entering into the LLC Agreement, the Company has concluded that there is no
meaningful restriction on the Company's ability to acquire communities that meet the investment guidelines and that
the other provisions of the LLC Agreement do not impose any material obligations or restrictions on the Company.
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On December 22, 2021, the joint venture closed on the acquisition of Sebring Square, a newly developed all-
age, manufactured home community located in Sebring, Florida, for a total purchase price of $22.2 million. This
community contains 219 developed homesites situated on approximately 39 acres. On December 23, 2022, the joint
venture closed on the acquisition of Rum Runner, a newly developed all-age, manufactured home community also
located in Sebring, Florida for a total purchase price of $15.1 million. This community contains 144 developed
homesites. situated on approximately 20 acres. The Company manages these communities on behalf of the joint
venture (See Note 14).
The Company and Nuveen are continuing to seek opportunities to acquire additional manufactured housing
and/or recreational vehicle communities that are under development and/or newly developed and meet certain other
investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made
by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed
in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio,
consisting of the Sebring Square and Rum Runner communities. While the terms and conditions of such new joint
venture entities have not been fully negotiated, it is expected that invested capital would continue to be funded 60%
by Nuveen and 40% by the Company on a parity basis and that other terms would be similar to those of the existing
joint venture, except that the amounts of the parties’ respective capital commitments will be determined on a property-
by-property basis.
NOTE 6 - OPPORTUNITY ZONE FUND
In July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company recognized
as a result of the MREIC merger, in its opportunity zone fund, UMH OZ Fund, LLC (“OZ Fund”), a new entity formed by the
Company. The OZ Fund was created to acquire, develop and redevelop manufactured housing communities requiring
substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department
pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically
distressed areas. The OZ Fund was designed to allow the Company and other investors in the OZ Fund to defer the tax on
recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax
benefits. UMH manages the OZ Fund and will receive certain management fees as well as a 15% carried interest in
distributions by the OZ Fund to the other investors (subject to first returning investor capital with a 5% preferred return). UMH
will have a right of first offer to purchase the communities from the OZ Fund at the time of sale at their then-current appraised
value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View, located in Orangeburg, South
Carolina, for approximately $5.2 million (See Note 3). As of December 31, 2022, the Company’s investment in the OZ Fund
represented 77% of the total capital contributed to the OZ Fund and is consolidated in the Company’s Consolidated Financial
Statements. Other investors in the OZ Fund include certain officers and directors of the Company. Subsequent to year end,
the OZ Fund acquired Mighty Oak, located in Albany, Georgia, for approximately $3.7 million (See Note 17).
NOTE 7 – LOANS AND MORTGAGES PAYABLE
Loans Payable
The Company may purchase securities on margin. The interest rates charged on the margin loans at
December 31, 2022 and 2021 was 5.0% and 0.75%, respectively. These margin loans are collateralized by the
Company’s securities portfolio and are due on demand. The Company must maintain a coverage ratio of
approximately 2 times. At December 31, 2022 and 2021, there were no margin loans outstanding.
The Company has revolving credit agreements totaling $73.5 million with 21st Mortgage Corporation (“21st
Mortgage”), Customers Bank and Northpoint Commercial Finance to finance inventory purchases. Interest rates on
these agreements range from 4.15% to prime with a minimum of 6%. As of December 31, 2022 and 2021, the total
amount outstanding on these lines was $64.1 million and $10.9 million, respectively, with a weighted average interest
rate of 7.70% and 4.38%, respectively.
In June 2020, the Company expanded its revolving line of credit with OceanFirst Bank (“OceanFirst Line”)
from $15 million to $20 million. This line is secured by the Company’s eligible notes receivable. Interest was reduced
from prime plus 25 basis points to prime with a floor of 3.25%. The amendment also extended the maturity date from
June 1, 2020 to June 1, 2022, which was extended to June 1, 2023. As of December 31, 2022 the amount outstanding
on this revolving line of credit was $10 million and the interest rate was 7.50%. As of December 31, 2021, the amount
outstanding on this revolving line of credit was $6 million and the interest rate was 3.25%.
-86-
On October 7, 2020, the Company entered into a revolving line of credit with FirstBank secured by rental
homes and rental home leases in several of our manufactured home communities. This facility allows for proceeds of
$20 million and is expandable to $30 million with an accordion feature. The facility has a maturity date of November
29, 2022, which was extended to November 29, 2023. Interest is payable at prime plus 25 basis points with a floor of
3.5%, adjusted on the first day of each calendar quarter. As of December 31, 2022 the amount outstanding on this
revolving line of credit was $5.1 million and the interest rate was 6.5%. As of December 31, 2021, the amount
outstanding on this revolving line of credit was $5 million and the interest rate was 3.5%.
Unsecured Line of Credit
On November 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit
Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”).
The Facility is syndicated with two banks led by BMO Capital Markets Corp. (“BMO”), as sole lead arranger and sole
book runner, with Bank of Montreal as administrative agent, and includes JPMorgan Chase Bank, N.A. (“J.P.
Morgan”) as the sole syndication agent. The Amendment provided for an increase from $50 million in available
borrowings to $75 million in available borrowings with a $50 million accordion feature, bringing the total potential
availability up to $125 million, subject to certain conditions including obtaining commitments from additional lenders.
The Amendment also extended the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a
one-year extension available at the Company’s option, subject to certain conditions including payment of an extension
fee. Availability under the Facility is limited to 60% of the value of the unencumbered communities which the
Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The First Amendment increased
the value of the Borrowing Base communities by reducing the capitalization rate applied to the Net Operating Income
(“NOI”) generated by the communities in the Borrowing Base from 7.5% to 7.0%. On February 5, 2021, the Company
entered into a Second Amendment to Amended and Restated Credit Agreement with BMO to further reduce the
capitalization rate from 7.0% to 6.5%.
On November 7, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the
“Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The expanded
Facility is syndicated with two banks, BMO and JPMorgan, as joint arrangers and joint book runners, with Bank of
Montreal as administrative agent. The Second Amended Credit Agreement provides for an increase from $75 million
in available borrowings to $100 million in available borrowings with a $400 million accordion feature, bringing the
total potential availability up to $500 million, subject to certain conditions including obtaining commitments from
additional lenders. The Second Amended Credit Agreement also extends the maturity date of the Facility from
November 29, 2022 to November 7, 2026, with a further one-year extension available at the Company’s option, subject
to certain conditions including payment of an extension fee. Availability under the amended Facility is limited to 60%
of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset
pool (“Borrowing Base”). The value of the Borrowing Base communities is based on a capitalization rate of 6.5%
applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base.
Interest rates on borrowings are based on the Company’s overall leverage ratio and is equal to the Secured
Overnight Financing Rate (“SOFR”) plus 1.50% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%. Based
on the Company’s current leverage ratio, borrowings under the Facility will bear interest at SOFR plus 1.60% or at
BMO’s prime lending rate plus 0.60%, which results in an interest rate of 5.88% and 1.60% at December 31, 2022
and 2021, respectively.
As of December 31, 2022 and 2021, the amount outstanding under this Facility was $75 million and $25
million, respectively.
-87-
The aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows
(in thousands):
Year Ended December 31,
2023
2024
2025
2026
2027
Thereafter
$ 79,226
-0-
-0-
75,000
-0-
-0-
Total Loans Payable
Unamortized Debt Issuance Costs
Total Loans Payable, net of
Unamortized Debt Issuance Costs
154,226
(695)
$ 153,531
Series A Bonds
On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, (“2027
Bonds”), in an offering to investors in Israel. The Company received $98.7 million, net of offering expenses. The 2027
Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS) and were issued pursuant to a Deed
of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as
trustee. The 2027 Bonds pay interest at a rate of 4.72% per year. Interest on the 2027 Bonds is payable semi-annually on
August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and on the final maturity date of
February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future downgrade by two
or more notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the Deed
of Trust, the interest rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate,
would not exceed 1.25% per annum.
Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time
on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock
Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable
early redemption amount calculated in accordance with the Deed of Trust. Upon the occurrence of an event of default or
certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to affect an early
repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The
Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining
approval of the holders of the 2027 Bonds.
The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all
of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants,
including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to
shareholders equity and to earnings, and customary events of default. As of December 31, 2022, the Company is in
compliance with these covenants. The 2027 Bonds were offered solely to investors outside the United States and were not
offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933).
Mortgages Payable
Mortgages Payable represents the principal amounts outstanding, net of unamortized debt issuance costs.
Interest is payable on these mortgages at fixed rates ranging from 2.62% to 6.35%. The weighted average interest rate
was 4.0% and 3.8% as of December 31, 2022 and 2021, respectively, including the effect of unamortized debt issuance
costs. The weighted average interest rate as of December 31, 2022 and 2021 was 3.9% and 3.8%, respectively, not
including the effect of unamortized debt issuance costs. The weighted average loan maturity of the Mortgage Notes
Payable was 5.1 and 5.2 years at December 31, 2022 and 2021, respectively.
-88-
The following is a summary of mortgages payable at December 31, 2022 and 2021 (in thousands):
Property
At December 31, 2022
Due Date
Interest Rate
Balance at December 31,
2021
2022
Allentown
Brookview Village
Candlewick Court
Catalina
Cedarcrest Village
Clinton Mobile Home Resort
Cranberry Village
D & R Village
Fairview Manor
Fohl Village
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
Oak Tree
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 (4 properties)
Various (5 properties)
Various (6 properties)
Various (13 properties)
Various (28 properties)*
Various (28 properties)
Total Mortgages Payable
Unamortized Debt Issuance Costs
Total Mortgages Payable, net of Unamortized Debt Issuance Costs
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
11/22/32
09/01/25
06/06/23
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
12/15/32
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
02/01/23
01/07/26
09/01/25
02/01/27
08/01/28
07/01/29
07/01/23
10/1/32
12/06/22
08/01/27
03/01/23
09/01/30
09/01/30
* Rental home addition to the Fannie Mae credit facility consisting of 28 properties.
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4.06%
3.92%
4.10%
3.00%
3.71%
4.06%
3.92%
3.85%
3.85%
5.93%
4.10%
4.618%
3.92%
4.12%
4.10%
3.96%
3.21%
3.92%
5.16%
4.10%
5.413%
4.45%
5.60%
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%
5.24%
4.75%
4.18%
4.065%
4.25%
2.62%
$11,992
2,473
4,002
4,311
10,662
3,147
6,783
6,828
14,388
9,490
7,463
6,382
1,864
15,080
7,102
7,616
5,910
3,603
2,549
4,935
-0-
11,322
12,000 -
1,865
14,659
1,493
13,414
4,444
-0-
5,000
5,566
2,963
5,683
3,080
4,197
7,229
2,144
5,306
8,369
12,799
12,408
21,430
7,230
34,027
-0-
12,048
43,037
24,935
100,481
513,709
(4,771)
$508,938
$12,295
2,539
4,104
4,586
10,956
3,227
6,965
7,013
14,739
-0-
7,652
6,650
1,914
15,419
7,282
7,811
6,031
3,700
2,604
5,060
2,825
11,576
-0-
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
-0-
102,882
456,702
(4,135)
$452,567
At December 31, 2022 and 2021, mortgages were collateralized by real property with a carrying value of $1.1
billion and $950.9 million, respectively, before accumulated depreciation and amortization. Interest costs amounting to
$2.7 million, $1.5 million and $1.3 million were capitalized during 2022, 2021 and 2020, respectively, in connection with
the Company’s expansion program. At December 31, 2022, the Company owned 134 communities of which 36 are
unencumbered.
Recent Financing Transactions
During the year ended December 31, 2022
In August 2020, the Company financed 28 of its previously unencumbered communities, containing
approximately 4,100 sites, under a Federal National Mortgage Association (“Fannie Mae”) credit facility through Wells
Fargo Bank, N.A. for total proceeds of approximately $106 million. On March 15, 2022, the Company completed the
addition of approximately 1,100 homes to this credit facility for total proceeds of approximately $25.6 million. This
addition is coterminous with the remaining term of the existing facility, which matures in 2030. Interest is at a fixed rate
of 4.25%.
On September 26, 2022, the Company completed the addition of two tranches to its Fannie Mae credit facility
through Wells Fargo Bank, N.A., for total proceeds of approximately $34.0 million. One tranche consists of four
communities (the “Community Tranche”) and the other tranche consists of approximately 250 homes located in those
communities (the “Home Tranche”). Both tranches have a loan term of 10 years with the Community Tranche amortizing
over 30 years and the Home Tranche amortizing over 17 years. Interest is at a fixed rate of 5.24%.
On November 22, 2022, in conjunction with the acquisition of Fohl Village (See Note 3), the Company
obtained a mortgage totaling $9.5 million with OceanFirst Bank. The initial interest rate on this mortgage is fixed at
5.93% until November 22, 2027 and then adjusted by adding 200 basis points to the weekly average yield on the U.S.
Treasury Securities, adjusted to a constant maturity of 5 years, with a floor of 4.5%, through maturity date. This
mortgage matures on November 22, 2032, with principal repayments based on a 30-year amortization schedule.
On December 15, 2022, in conjunction with the acquisition of Oak Tree (see Note 3), the Company obtained
a mortgage totaling $12.0 million with OceanFirst Bank. The initial interest rate on this mortgage is fixed at 5.6%
until December 15, 2027 and then adjusted by adding 200 basis points to the weekly average yield on the U.S. Treasury
Securities, adjusted to a constant maturity of 5 years, with a floor of 4.5%, through maturity date. This mortgage
matures on December 15, 2032, with principal repayments based on a 30-year amortization schedule.
During the year ended December 31, 2021
On August 17, 2021, the Company obtained a Federal Home Loan Mortgage Corporation (“Freddie Mac”)
mortgage totaling $6.1 million through Wells Fargo Bank, N.A. (“Wells Fargo”) on Holly Acres. The interest rate on
this mortgage is fixed at 3.21%. This mortgage matures on September 1, 2031, with principal repayments based on a
30-year amortization schedule.
The aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):
Year Ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total
$ 70,323
11,983
138,373
37,967
42,674
212,389
$ 513,709
NOTE 8 – STOCK COMPENSATION PLAN
On June 13, 2013, the shareholders approved and ratified the Company's 2013 Stock Option and Stock Award
Plan (the “2013 Plan”) authorizing the grant of stock options or restricted stock awards to directors, officers and key
-90-
employees of options to purchase up to 3 million shares of Common Stock. The 2013 Plan replaced the Company's
2003 Stock Option Plan (the “2003 Plan”), which, pursuant to its terms, terminated in 2013. The outstanding options
under the 2003 Plan, as amended, remain outstanding until exercised, forfeited or expired.
On June 14, 2018, the shareholders approved and ratified an amendment and restatement (and renaming) of
the 2013 Plan (now referred to as the Amended and Restated 2013 Incentive Award Plan) (the “Amended and Restated
2013 Plan”) The amendment and restatement made two substantive changes: (1) provide an additional 2 million
common shares for future grant of option awards, restricted stock awards, or other stock-based awards; and (2) allow
for the issuance of other stock-based awards.
On June 16, 2021, the shareholders approved and ratified an amendment of the Company’s Amended and
Restated 2013 Plan. The amendment provides for an additional 3 million common shares for future grants of option
awards, restricted stock awards, or other stock-based awards.
The Compensation Committee has the exclusive authority to administer and construe the Amended and
Restated 2013 Plan and shall determine, among other things: persons eligible for awards and who shall receive them;
the terms and conditions of the awards; the time or times and conditions subject to which awards may become vested,
deliverable, exercisable, or as to which any may apply, be accelerated or lapse; and amend or modify the terms and
conditions of an award with the consent of the participant.
Generally, the term of any stock option may not be more than 10 years from the date of grant. The option
price may not be below the fair market value at date of grant. If and to the extent that an award made under the
Amended and Restated 2013 Plan is forfeited, terminated, expires or is canceled unexercised, the number of shares
associated with the forfeited, terminated, expired or canceled portion of the award shall again become available for
additional awards under the Amended and Restated 2013 Plan.
The Company accounts for stock options and restricted stock in accordance with ASC 718-10,
Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be calculated
and amortized over the service period (generally equal to the vesting period).
Stock Options
During the year ended December 31, 2022, forty-six employees were granted options to purchase a total of
570,800 shares. During the year ended December 31, 2021, forty-six employees were granted options to purchase a
total of 767,900 shares. During the year ended December 31, 2020, forty-one employees were granted options to
purchase a total of 715,000 shares. The fair value of these options for the years ended December 31, 2022, 2021 and
2020 was approximately $2.6 million, $2.1 million and $686,000, respectively, based on assumptions noted below
and is being amortized over the vesting period. The remaining unamortized stock option expense was $3.6 million as
of December 31, 2022, which will be expensed ratably through 2027.
The Company calculates the fair value of each option grant on the grant date using the Black-Scholes option-
pricing model which requires the Company to provide certain inputs, as follows:
• The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular
dividends over the estimated life of the option.
• Expected volatility is based on the historical volatility of the Company’s stock over a period relevant to the
related stock option grant.
• The risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same
life as the estimated life of the Company’s option awards.
• Expected life of the options granted is estimated based on historical data reflecting actual hold periods.
• Estimated forfeiture is based on historical data reflecting actual forfeitures.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for grants in the following years:
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Dividend yield
Expected volatility
Risk-free interest rate
Expected lives
Estimated forfeitures
2022
2021
2020
3.47%
25.09%
2.63%
10
-0-
4.66%
24.59%
1.44%
10
-0-
5.33%
24.57%
0.89%
10
-0-
During the year ended December 31, 2022, options to fourteen employees to purchase a total of 404,160
shares were exercised. During the year ended December 31, 2021, options to thirty-five employees to purchase a total
of 709,980 shares were exercised. During the year ended December 31, 2020, options to ten employees to purchase
a total of 62,500 shares were exercised. During the year ended December 31, 2021, options to one employee to
purchase a total of 400 shares were forfeited. During the year ended December 31, 2020, options to two employees to
purchase a total of 23,000 shares were forfeited or expired.
A summary of the status of the stock options outstanding under the Company’s stock compensation plans as
of December 31, 2022, 2021 and 2020 and changes during the years then ended are as follows (in thousands):
2022
2021
2020
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
3,324
570
(404)
-0-
-0-
$14.25
22.88
10.38
-0-
-0-
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
3,490
15.96
3,324
14.25
3,266
12.03
1,879
2,556
2,556
$4.50
$2.77
$0.96
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The following is a summary of stock options outstanding as of December 31, 2022 (in thousands):
Date of Grant
Number of
Employees
Number of
Shares
Option Price
Expiration
Date
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
03/28/22
09/09/22
3
7
2
18
16
4
1
2
19
1
39
2
41
46
45
1
45
184
60
397
291
40
25
60
403
10 *
622 *
14 *
159 *
609 *
471 *
100 *
3,490
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
23.81
18.52
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
03/28/32
09/09/32
* Exercisable over 5 years.
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying
awards and the quoted price of the Company’s Common Stock for the options that were in-the-money. The aggregate
intrinsic value of options outstanding as of December 31, 2022, 2021 and 2020 was $8.2 million, $42.9 million and
$9.3 million, respectively, of which $5.5 million, $39.9 million and $5.7 million relate to options exercisable. The
intrinsic value of options exercised in 2022, 2021 and 2020 was $373,000, $3.6 million and $283,000, respectively,
determined as of the date of option exercise. The weighted average remaining contractual term of the above options
was 6.7, 7.6 and 6.4 years as of December 31, 2022, 2021 and 2020, respectively. For the years ended December 31,
2022, 2021 and 2020, amounts charged to stock compensation expense relating to stock option grants, which is
included in General and Administrative Expenses, totaled $1.3 million, $325,000 and $396,000, respectively.
Restricted Stock
On January 29, 2021, the Company awarded special restricted stock grants totaling 146,572 shares to five
employees for their successful efforts on the August 2020 groundbreaking Federal National Mortgage Association
(“Fannie Mae”) financing at 2.62%, the proceeds of which were used to redeem our 8% Series B Cumulative
Redeemable Preferred Stock, Liquidation Preference $25.00 per share. The grant date fair value of the restricted stock
grants awarded on January 29, 2021 was $4.3 million, which will be expensed over the vesting period. Vesting of
these grants is subject to both time and performance-based vesting criteria as follows:
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.
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On January 12, 2022, the Company awarded a total of 25,000 shares of restricted stock to five employees.
On March 25, 2022, the Company awarded a total of 78,000 shares of restricted stock to two employees, pursuant to
their employment agreements. On January 13, 2021, the Company awarded a total of 25,000 shares of restricted stock
to five employees. On March 18, 2021, the Company awarded a total of 108,500 shares of restricted stock to four
employees. On January 8, 2020, the Company awarded a total of 15,000 shares of restricted stock to three employees.
On October 23, 2020, the Company awarded a total of 19,700 shares of restricted stock to two participants, pursuant
to their employment agreements. The grant date fair value of the restricted stock grants awarded to participants (other
than the performance based awards granted in January 2021) was $2.5 million, $2.5 million and $512,000 for the years
ended December 31, 2022, 2021 and 2020, respectively. These grants primarily vest in equal installments over five
years. As of December 31, 2022, there remained a total of $8.7 million of unrecognized restricted stock compensation
related to outstanding non-vested restricted stock grants awarded and outstanding at that date. Restricted stock
compensation is expected to be expensed over a remaining weighted average period of 2.9 years. For the years ended
December 31, 2022, 2021 and 2020, amounts charged to stock compensation expense related to restricted stock grants,
which is included in General and Administrative Expenses, totaled $3.7 million, $3.1 million and $931,000,
respectively.
A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2022,
2021 and 2020, and changes during the year ended December 31, 2022, 2021 and 2020 are presented below (in
thousands):
2022
2021
2020
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Grant Date
Fair Value
Shares
Shares
Weighted-
Average
Grant Date
Fair Value
Shares
434
103
20
(86)
471
$16.66
23.98
18.10
20.69
$17.58
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
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 2022, 21,492 unrestricted shares of Common Stock were granted as directors’ fees with a weighted
average fair value on the grant date of $20.94 per share. During 2021, 16,500 unrestricted shares of Common Stock
were granted as directors’ fees with a weighted average fair value on the grant date of $14.78 per share. During 2020,
11,000 unrestricted shares of Common Stock were granted as directors’ fees with a weighted average fair value on the
grant date of $16.13 per share.
As of December 31, 2022, there were 1.7 million shares available for grant as stock options, restricted stock
or other stock-based awards under the 2013 Plan.
NOTE 9 – 401(k) PLAN
All full-time employees who are over 21 years old are eligible for the Company’s 401(k) Plan (“Plan”).
Under this Plan, an employee may elect to defer his/her compensation, subject to certain maximum amounts, and have
it contributed to the Plan. Employer contributions to the Plan are at the discretion of the Company. During 2022,
2021 and 2020, the Company made matching contributions to the Plan of up to 100% of the first 3% of employee
salary and 50% of the next 2% of employee salary. The total expense relating to the Plan, including matching
contributions amounted to $984,000, $752,000 and $1.1 million in 2022, 2021 and 2020, respectively.
-94-
NOTE 10 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Transactions with Monmouth Real Estate Investment Corporation
As of December 31, 2021, the Company’s securities portfolio included 2.7 million shares of common stock
of Monmouth Real Estate Investment Corporation (“MREIC”), representing 2.7% of the total MREIC shares
outstanding. The Company’s Chairman of the Board was also the Chairman of MREIC and there were three other
Company Directors who were also directors and shareholders of MREIC. In February 2022, MREIC was acquired
by a third party pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the Company
and MREIC’s other shareholders receiving a cash payment of $21.00 per share in cancellation of their MREIC
common shares. The merger consideration received by the Company on February 28, 2022 for its 2.7 million shares
of MREIC common stock totaled approximately $55.7 million. These shares had been acquired by the Company at a
cost of approximately $25 million, which resulted in a gain of approximately $30.7 million.
Employment Agreements
On January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms.
Anna T. Chew, Mr. Craig Koster and Mr. Brett Taft. The agreements are effective as of January 1, 2023 and provide
for base compensation, incentive bonuses, and certain customary fringe benefits, including vacation, life insurance
and health benefits and the right to participate in the Company’s 401(k) retirement plan (see Note 17).
Other Matters
Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owned a 24%
interest in the entity that is the landlord of the property where the Company’s corporate office space is located. As of
January 2023, Mr. Eugene Landy transferred this ownership to Mr. Samuel A. Landy, the President and Chief
Executive Officer and a director of the Company, and other family members. The lease of the Company’s corporate
office space extends through April 30, 2027 and requires monthly lease payments of $23,098 through April 30, 2022
and $23,302 from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share
of real estate taxes and common area maintenance. Management believes that the aforesaid rents are no more than
what the Company would pay for comparable space elsewhere.
Further, Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel
Landy, who is also an officer of the Company, owns a 0.96% interest, and the Samuel Landy Family Limited Partnership
(of which Daniel Landy is the sole general partner) own a 0.96% interest in the qualified opportunity zone fund, UMH OZ
Fund, LLC (“OZ Fund”), recently formed by the Company. In addition, one of the Company’s independent directors owns
a 0.96% interest in the OZ Fund.
NOTE 11 – SHAREHOLDERS’ EQUITY
As of December 31, 2022, our authorized capital stock consisted of 170,413,800 shares, classified as
154,048,469 shares of Common Stock, par value $0.10 per share (“Common Stock”), 199,331 shares of 8.0% Series
B Preferred Stock, par value $0.10 per share (“Series B Preferred Stock”), 3,866,000 shares of 6.75% Series C
Preferred Stock, par value $0.10 per share (“Series C Preferred Stock”), 9,300,000 shares of Series D Preferred Stock,
par value $0.10 per share (“Series D Preferred Stock”), and 3,000,000 shares of excess stock, par value $0.10 per
share. On January 10, 2023, the Company filed with the State Department of Assessments and Taxation of the State
of Maryland articles supplementary (the “Articles Supplementary”) reclassifying and designating 4,400,000 shares of
the Company’s Common Stock as shares of Series D Preferred Stock. After giving effect to the filing of the Articles
Supplementary on January 10, 2023, the authorized capital stock of the Company consists of 170,413,800 shares,
classified as 149,648,469 shares of Common Stock, 199,331 shares of Series B Preferred Stock, 3,866,000 shares of
Series C Preferred Stock, 13,700,000 shares of Series D Preferred Stock and 3,000,000 shares of excess stock, par
value $0.10 per share. We previously redeemed all outstanding shares of the Series B Preferred Stock and Series C
Preferred Stock and do not intend to issue any new shares of the Series B Preferred Stock or Series C Preferred Stock.
The excess stock is designed to help us protect our status as a REIT under the Internal Revenue Code.
-95-
Common Stock
On February 8, 2022, the Company’s Common Stock was approved for listing on the TASE. Trading of the
Common Stock on the TASE began on February 9, 2022. The Company’s Common Stock continues to be listed on
the NYSE.
The Company has a Dividend Reinvestment and Stock Purchase Plan (“DRIP”), as amended. Under the
terms of the DRIP, shareholders who participate may reinvest all or part of their dividends in additional shares of the
Company at a discounted price (approximately 95% of market value) directly from the Company, from authorized but
unissued shares of the Company’s Common Stock. Shareholders may also purchase additional shares at this
discounted price by making optional cash payments monthly. Optional cash payments must be not less than $500 per
payment nor more than $1,000 unless a request for waiver has been accepted by the Company. On January 15, 2020,
the Company increased the monthly maximum for the purchase of shares for cash under its DRIP from $1,000 to
$5,000. On February 11, 2021, the Company reduced the monthly maximum from $5,000 to $1,000.
Amounts received in connection with the DRIP for the years ended December 31, 2022, 2021 and 2020 were
as follows (in thousands):
2022
2021
2020
Amounts Received
Less: Dividends Reinvested
Amounts Received, net
Number of Shares Issued
$7,808
(2,783)
$5,025
430
$9,773
(3,506)
$6,267
503
$9,154
(3,151)
$6,003
720
Common Stock At-The-Market Sales Program
On August 16, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Common ATM
Program”) with BMO Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point
Research & Trading, LLC, and Janney Montgomery Scott LLC, as distribution agents (the “Distribution Agents”)
under which the Company was permitted to offer and sell shares of the Company’s Common Stock, having an
aggregate sales price of up to $100 million from time to time through the Distribution Agents. Sales of the shares of
Common Stock under the 2021 Common ATM Program were made in “at the market offerings” as defined in Rule
415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or on any
other existing trading market for the Common Stock, as applicable, or to or through a market maker or any other
method permitted by law, including, without limitation, negotiated transactions and block trades. The shares of
Common Stock sold under the 2020 Common ATM Program were offered and sold pursuant to the 2020 Registration
Statement and pursuant to the Company’s prospectus dated June 1, 2020 included in the 2020 Registration Statement
and the related prospectus supplement, dated August 16, 2021. The 2021 Common ATM Program replaced the
Company’s previous 2020 Common ATM Program. In January 2022, 300,000 shares of Common Stock were issued
and sold under the 2021 Common ATM Program at a weighted average price of $26.82 per share, generating gross
proceeds of $8.0 million and net proceeds of $7.9 million, after offering expenses. Following the sales of Common
Stock during 2021 and January 2022 under the 2021 Common ATM Program, no additional shares remained available
for sale under the 2021 Common ATM Program.
On March 7, 2022, the Company entered into a new Equity Distribution Agreement (the “2022 Common
ATM Program”) with the Distribution Agents under which the Company may offer and sell shares of the Company’s
Common Stock, having an aggregate sales price of up to $150 million from time to time through the Distribution
Agents, as agents or principals. Sales of the shares of Common Stock under the 2022 Common ATM Program are
made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, including, without
limitation, sales made directly on or through the NYSE or to or through a market maker or any other method permitted
by law, including, without limitation, negotiated transactions and block trades. The Distribution Agents are not
required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts
consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents
and the Company. The Company began selling shares under the 2022 Common ATM Program on March 8, 2022 and
through December 31, 2022, 4.7 million shares of Common Stock were issued and sold at a weighted average price
of $20.18 per share, generating gross proceeds of $94.6 million and net proceeds of $92.9 million, after offering
-96-
expenses. As of December 31, 2022, $55.4 million of Common Stock remained eligible for sale under the 2022
Common ATM Program.
Issuer Purchases of Equity Securities
On January 12, 2022, the Board of Directors reaffirmed our Common Stock Repurchase Program (the
“Repurchase Program”) that authorized us to repurchase up to $25 million in the aggregate of the Company’s Common
Stock. Purchases under the Repurchase Program were permitted to be made using a variety of methods, which may
include open market purchases, privately negotiated transactions or block trades, or by any combination of such
methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and
timing of any purchases would be based on business, market and other conditions and factors, including price,
regulatory and contractual requirements or consents, and capital availability. The Repurchase Program did not require
the Company to acquire any particular amount of Common Stock and may be suspended, modified or discontinued at
any time at the Company's discretion without prior notice. Although the Repurchase Program remains in effect, the
Company did not make any repurchases of Common Stock during 2022.
Preferred Stock
6.75% Series C Cumulative Redeemable Preferred Stock
On July 26, 2022, the Company voluntarily redeemed all 9.9 million issued and outstanding shares of its
6.75% Series C Preferred Stock at a redemption price equal to the $25.00 per share liquidation preference plus accrued
and unpaid dividends to, but not including, the July 26, 2022 redemption date in an amount of $0.2578 per share, for
a total payment of $25.2578 per share, or $249.6 million in aggregate. As a result of our redemption, the Company
recognized a preferred share redemption charge of approximately $8.2 million in 2022, primarily related to the original
issuance costs.
6.375% Series D Cumulative Redeemable Preferred Stock
On January 22, 2018, the Company issued 2 million shares of its new 6.375% Series D Cumulative
Redeemable Preferred Stock, Liquidation Preference $25.00 Per Share (“Series D Preferred Stock”) at an offering
price of $25.00 per share in an underwritten registered public offering. The Company received net proceeds from the
sale of these 2 million shares, after deducting the underwriting discount and other estimated offering expenses, of
approximately $48.2 million and has used the net proceeds of the offering for general corporate purposes, which
included the purchase of manufactured homes for sale or lease to customers, expansion of its existing communities,
acquisitions of additional properties and repayment of indebtedness on a short-term basis.
Dividends on the Series D Preferred Stock shares are cumulative from January 22, 2018 and are payable
quarterly in arrears on March 15, June 15, September 15, and December 15 at an annual rate of $1.59375 per share.
The Series D Preferred Stock, par value $0.10 per share, has no maturity and will remain outstanding
indefinitely unless redeemed or otherwise repurchased. On and after January 22, 2023, the Series D Preferred Stock
is redeemable at the Company’s option for cash, in whole or, from time to time, in part, at a price per share equal to
$25.00, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption
Upon the occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant
to which the shares of Series D Preferred Stock were offered, each holder of the Series D Preferred Stock will have
the right to convert all or part of the shares of the Series D Preferred Stock held into Common Stock of the Company,
unless the Company elects to redeem the Series D Preferred Stock.
Holders of the Series D Preferred Stock generally have no voting rights, except if the Company fails to pay
dividends for nine or more quarterly periods, whether or not consecutive, or with respect to certain specified events.
In conjunction with the issuance of the Company’s Series D Preferred Stock, in January 2018 the Company
filed with the Maryland SDAT Articles Supplementary setting forth the rights, preferences and terms of the Series D
Preferred Stock shares and reclassifying 2.3 million shares of Common Stock as shares of Series D Preferred Stock.
-97-
During 2022, 2021 and 2020, the Company sold additional shares of Series D Preferred Stock pursuant to its
at-the-market sales programs, and amended its charter in connection therewith, as described below.
Preferred Stock At-The-Market Sales Programs
On July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (“Preferred
ATM Program”) with B. Riley, as distribution agent, under which the Company may offer and sell shares of the
Company’s Series C Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $100
million. Sales of shares under the Preferred ATM Program are made in “at the market offerings” as defined in Rule
415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any
other existing trading market for the Series C Preferred Stock or Series D Preferred Stock, as applicable, or to or
through a market maker or any other method permitted by law, including, without limitation, negotiated transactions
and block trades. Shares of Series C Preferred Stock and/or Series D Preferred Stock sold under the Preferred ATM
Program are offered and sold pursuant to the Company’s 2020 Registration Statement and pursuant to the Company’s
prospectus dated June 1, 2020 included in the 2020 Registration Statement and the related prospectus supplement
dated July 22, 2020. The Preferred ATM Program replaced the Company’s previous at-the-market sales program for
its Series C Preferred Stock and/or Series D Preferred Stock. On August 22, 2022, the Company disclosed that in
light of the redemption of the Company’s Series C Preferred Stock, it does not intend to issue any new shares of Series
C Preferred Stock and accordingly any future sales under the Preferred ATM Program would solely be shares of Series
D Preferred Stock. During the year ended December 31, 2022, 406,000 shares of Series D Preferred Stock were issued
and sold at a weighted average price of $22.90 per share, generating total gross proceeds of $9.3 million and total net
proceeds of $9.1 million, after offering expenses. As of December 31, 2022, $2.9 million in shares of Series D
Preferred Stock remained eligible for sale under the Preferred ATM Program.
On January 10, 2023, the Company entered into a new Preferred Stock At-The-Market Sales Program (“2023
Preferred ATM Program”) (see Note 17).
NOTE 12 – DISTRIBUTIONS
Common Stock
The following cash distributions, including dividends reinvested, were paid to common shareholders during
the three years ended December 31, 2022, 2021 and 2020 (in thousands except per share amounts):
Quarter Ended
Amount
Per Share
Amount
Per Share
Amount
Per Share
2022
2021
2020
March 31
June 30
September 30
December 31
$10,406
10,890
10,960
11,154
$0.20
0.20
0.20
0.20
$8,048
8,629
9,016
9,327
$0.19
0.19
0.19
0.19
$7,417
7,417
7,454
7,520
$43,410
$0.80
$35,020
$0.76
$29,808
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 11, 2023, the Company declared a 2.5% increase in the cash dividend, raising it from a quarterly
$0.20 per share to $0.205 per share, beginning with the dividend to be paid on March 15, 2023 to shareholders of
record as of the close of business on February 15, 2023.
Preferred Stock
The following dividends were paid to holders of our Series B Preferred Stock during the years ended
December 31, 2020 (in thousands except per share amounts):
-98-
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
$1,901
1,900
1,900
1,035
Dividend
per Share
$0.50
0.50
0.50
0.2722
$6,736
$1.7722
The following dividends were paid to holders of our Series C Preferred Stock during the years ended
December 31, 2022, 2021 and 2020 (in thousands except per share amounts):
Declaration
Date
Record Date
Payment Date
Dividend
1/12/2022
4/1/2022
7/1/2022
2/15/2022
5/16/2022
8/15/2022
3/15/2022
6/15/2022
9/15/2022
$4,170
4,170
2,548
Dividend
per Share
$0.421875
0.421875
0.257800
1/15/2021
4/1/2021
7/1/2021
10/1/2021
1/15/2020
4/2/2020
7/1/2020
10/1/2020
2/16/2021
5/17/2021
8/15/2021
11/15/2021
2/18/2020
5/15/2020
8/17/2020
11/16/2020
3/15/2021
6/15/2021
9/15/2021
12/15/2021
3/16/2020
6/15/2020
9/15/2020
12/15/2020
$10,888
$1.101550
$4,170
4,170
4,170
4,170
$0.421875
0.421875
0.421875
0.421875
$16,680
$1.68750
$4,113
4,113
4,128
4,170
$0.421875
0.421875
0.421875
0.421875
$16,524
$1.68750
The following dividends were paid to holders of our Series D Preferred Stock during the years ended
December 31, 2022, 2021 and 2020 (in thousands except per share amounts):
Declaration
Date
1/12/2022
4/1/2022
7/1/2022
10/3/2022
Record Date
Payment Date
Dividend
2/15/2022
5/16/2022
8/15/2022
11/15/2022
3/15/2022
6/15/2022
9/15/2022
12/15/2022
$3,430
3,430
3,430
3,433
Dividend
per Share
$0.3984375
0.3984375
0.3984375
0.3984375
$13,723
$1.59375
-99-
Record Date
Payment Date
Dividend
Declaration
Date
1/15/2021
4/1/2021
7/1/2021
10/1/2021
1/15/2020
4/2/2020
7/1/2020
10/1/2020
2/16/2021
5/17/2021
8/15/2021
11/15/2021
2/18/2020
5/15/2020
8/17/2020
11/16/2020
3/15/2021
6/15/2021
9/15/2021
12/15/2021
3/16/2020
6/15/2020
9/15/2020
12/15/2020
Dividend
per Share
$0.3984375
0.3984375
0.3984375
0.3984375
$2,869
3,430
3,430
3,430
$13,159
$1.59375
$2,076
2,076
2,082
2,449
$0.3984375
0.3984375
0.3984375
0.3984375
$8,683
$1.59375
On January 11, 2023, the Board of Directors declared a quarterly dividend of $0.3984375 per share for the
period from December 1, 2022 through February 28, 2023, on the Company's Series D Preferred Stock payable March
15, 2023 to shareholders of record as of the close of business on February 15, 2023.
NOTE 13 – FEDERAL INCOME TAXES
Characterization of Distributions
The following table characterizes the distributions paid for the years ended December 31, 2022, 2021 and
2020:
2022
2021
2020
Amount
Percent
Amount
Percent
Amount
Percent
Common Stock
Ordinary income $
Capital gains
Return of capital
$
Preferred Stock - Series B
Ordinary income $
Capital gains
Return of capital
$
-0-
-0-
0.80
0.80
-0-
-0-
-0-
-0-
Preferred Stock - Series C
Ordinary income $
Capital gains
Return of capital
0.432071
-0-
0.669479
-0-%
-0-%
100.00%
100.00%
37.33%
-0-%
62.67%
-0-% $
-0-%
100.00%
0.024636
0.002008
0.733356
3.24% $
0.26%
96.50%
100.00% $
0.76
100.00% $
-0-
-0-
0.72
0.72
-0-% $
-0-%
-0-%
-0-% $
-0-
-0-
-0-
-0-
-0-% $
-0-%
-0-%
0.661633
-0-
1.110567
-0-% $
1.772200
100.00%
39.22% $
-0-%
60.78%
1.560268
0.127232
-0-
92.46% $
7.54%
-0-%
0.630008
-0-
1.057492
37.33%
-0-%
62.67%
$
1.101550
100.00% $
1.687500
100.00% $
1.687500
100.00%
-100-
2022
2021
2020
Amount
Percent
Amount
Percent
Amount
Percent
Preferred Stock - Series D
Ordinary income $
Capital gains
Return of capital
0.625130
-0-
0.968620
39.22% $
-0-%
60.78%
1.473586
0.120164
-0-
92.46% $
7.54%
-0-%
0.595008
-0-
0.998742
37.33%
-0-%
62.67%
$
1.593750
100.00% $
1.593750
100.00% $
1.593750
100.00%
In addition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT
Subsidiary (“TRS”), is subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are
accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for
temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases and
for operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts
are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not
that they will be realized based on consideration of available evidence, including tax planning strategies and other
factors. For the year ended December 31, 2022, S&F had operating income for financial reporting purposes of
$71,000. For the years ended December 31, 2021 and 2020, S&F had operating losses for financial reporting purposes
of $1.4 million and $273,000, respectively. Therefore, a valuation allowance has been established against any deferred
tax assets relating to S&F. For the years ended December 31, 2022, 2021 and 2020, S&F recorded $16,000, $10,000
and $10,000, respectively, in federal, state and franchise taxes.
NOTE 14 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
The Company is subject to claims and litigation in the ordinary course of business. Management does not
believe that any such claim or litigation will have a material adverse effect on the business, assets, or results of
operations of the Company.
The Company and S&F have an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which
21st Mortgage can provide financing for home purchasers in the Company’s communities. The Company does not
receive referral fees or other cash compensation under the agreement. If 21st Mortgage makes loans to purchasers
and those purchasers default on their loans and 21st Mortgage repossesses the homes securing such loans, the
Company has agreed to purchase from 21st Mortgage each such repossessed home for a price equal to 80% to 95% of
the amount under each such loan, subject to certain adjustments. This agreement may be terminated by either party
with 30 days written notice. As of December 31, 2022 the total loan balance under this agreement was approximately
$1.1 million. Additionally, 21st Mortgage previously made loans to purchasers in certain communities we acquired.
In conjunction with these acquisitions, the Company has agreed to purchase from 21st Mortgage each repossessed
home, if those purchasers default on their loans. The purchase price ranges from 55% to 100% of the amount under
each such loan, subject to certain adjustments. As of December 31, 2022, the total loan balance owed to 21st Mortgage
with respect to homes in these acquired communities was approximately $1.1 million. Although this agreement is
still active, this program is not being utilized by the Company’s new customers as a source of financing.
S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad
Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash
compensation under the agreement. Customer loan applications are initially submitted to Triad for consideration by
Triad’s portfolio of outside lenders. If a loan application does not meet the criteria for outside financing, the
application is then considered for financing under the COP Program. If the loan is approved under the COP Program,
then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included in Notes and
Other Receivables is approximately $58.2 million of loans that the Company acquired under the COP Program as of
December 31, 2022.
The Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of
December 8, 2021 with an affiliate of Nuveen, which governs the joint venture between the Company and Nuveen.
The LLC Agreement provides for the parties to initially fund up to $70 million of equity capital for acquisitions during
a 24-month commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the
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parties’ total commitments by up to an additional $100 million and to extend the commitment period for up to an
additional four years. The Company is required to fund 40% of the committed capital and Nuveen is required to fund
60%. All such funding will be on a parity basis. The Company and Nuveen are continuing to seek opportunities to
acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or
newly developed and meet certain other investment guidelines. The Company and Nuveen have informally agreed
that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose
and that the existing joint venture entity formed in December 2021 will not consummate additional acquisitions but
will maintain its existing property portfolio. While the terms and conditions of such new joint venture entities have
not been fully negotiated, it is expected that invested capital would continue to be funded 60% by Nuveen and 40%
by the Company on a parity basis and that other terms would be similar to those of the existing joint venture, except
that the amounts of the parties’ respective capital commitments will be determined on a property-by-property basis.
(See Note 5).
NOTE 15 - FAIR VALUE MEASUREMENTS
The Company follows ASC 825, Fair Value Measurements, for financial assets and liabilities recognized at
fair value on a recurring basis. The Company measures certain financial assets and liabilities at fair value on a recurring
basis, including marketable securities. The fair value of these certain financial assets and liabilities was determined
using the following inputs at December 31, 2022 and 2021 (in thousands):
Fair Value Measurements at Reporting Date Using
December 31, 2022:
Equity Securities - Preferred Stock
Equity Securities - Common Stock
Total
December 31, 2021:
Equity Securities - Preferred Stock
Equity Securities - Common Stock
Total
Total
$1,043
41,135
$42,178
$1,740
112,008
$113,748
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$1,043
41,135
$42,178
$1,740
112,008
$113,748
$-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
-102-
estimated fair value of fixed rate mortgage notes payable is based on discounting the future cash flows at a year-end
risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining
maturities. These fair value measurements fall within level 2 of the fair value hierarchy. As of December 31, 2022,
the fair and carrying value of fixed rate mortgages payable amounted to $503.5 million and $513.7 million,
respectively. As of December 31, 2021, the fair and carrying value of fixed rate mortgages payable amounted to
$458.4 million and $456.7 million, respectively.
NOTE 16 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the years ended December 31, 2022, 2021 and 2020 was $27.0 million, $19.7
million and $18.3 million, respectively. Interest cost capitalized to land development during the years ended
December 31, 2022, 2021 and 2020 was $2.7 million, $1.5 million and $1.3 million, respectively.
During the year ended December 31, 2020, the Company assumed mortgages totaling $2.7 million, for the
acquisition of a community.
During the years ended December 31, 2022, 2021 and 2020, land development costs of $26.3 million, $25.9
million and $14.4 million, respectively were transferred to investment property and equipment and placed in service.
During the years ended December 31, 2022, 2021 and 2020, the Company had dividend reinvestments of
$2.8 million, $3.5 million and $3.2 million, respectively which required no cash transfers.
NOTE 17 – SUBSEQUENT EVENTS
Management has evaluated subsequent events for disclosure and/or recognition in the financial statements
through the date that the financial statements were issued.
Common ATM Program
Since January 1, 2023, the Company issued and sold an additional 1.9 million shares of its Common Stock
under the 2022 Common ATM Program at a weighted average price of $16.99 per share, generating gross proceeds
of $32.7 million and net proceeds of $32.2 million, after offering expenses. As of February 10, 2023, $22.8 million
of Common Stock remained eligible for sale under the 2022 Common ATM Program.
Preferred ATM Program
On January 10, 2023, the Company entered into an At Market Issuance Sales Agreement (“2023 Preferred
ATM Program”) with B. Riley Securities, Inc., as distribution agent (the “Distribution Agent”) under which the
Company may offer and sell shares of the Company’s 6.375% Series D Cumulative Redeemable Preferred Stock,
$0.10 par value per share, with a liquidation preference of $25.00 per share (the “Series D Preferred Stock”), having
an aggregate sales price of up to $100 million from time to time through the Distribution Agent, as agent or principal.
Sales of the shares of Series D Preferred Stock under the Sales Agreement, if any, will be in “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without
limitation, sales made directly on or through the New York Stock Exchange (the “NYSE”) or on any other existing
trading market for the Series D Preferred Stock, as applicable, or to or through a market maker or any other method
permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agent is
not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts
consistent with its normal trading and sales practices, on mutually agreed terms between the Distribution Agent and
the Company.
Since January 1, 2023, the Company issued and sold an additional 640,000 shares of its Preferred Stock under
the 2023 Preferred ATM Program at a weighted average price of $22.77 per share, generating gross proceeds of $14.6
million and net proceeds of $14.4 million, after offering expenses. As of February 17, 2023, $85.4 million of Preferred
Stock remained eligible for sale under the 2023 Preferred ATM Program.
-103-
Restricted Stock Awards
On January 11, 2023, the Company awarded approximately 25,000 shares of restricted stock to five
employees.
Employment Agreements
On January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms.
Anna T. Chew, Mr. Craig Koster and Mr. Brett Taft. The agreements are effective as of January 1, 2023 and have
initial terms of three years which will be renewed automatically thereafter for additional successive one (1) year terms
commencing on the third anniversary and each subsequent anniversary of the effective date unless otherwise
terminated pursuant to the terms of each agreement. The agreements provide for base compensation, incentive
bonuses, long term equity compensation awards, which shall be subject to performance-based and time-based vesting
requirements, compensation on termination, including change of control, and certain customary fringe benefits,
including vacation, life insurance and health benefits and the right to participate in the Company’s 401(k) retirement
plan.
Acquisitions
On January 19, 2023, the Company acquired Mighty Oak, a newly developed all-age, manufactured home
community located in Albany, Georgia, for approximately $3.7 million through the Company’s OZ Fund. This
community contains a total of 118 developed homesites that are situated on approximately 26 acres.
Loans and Mortgages Payable
On February 24, 2023, the Company amended its unsecured line of credit to expand available borrowings
from $100 million to $180 million.
On February 27, 2023, the Company paid off a mortgage of approximately $43.1 million with proceeds from
additional borrowings on our lines of credit of $20 million, in addition to available cash on hand.
NOTE 18– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2021 and
through 2022. This information has been prepared utilizing the historical financial statements of the Company and
the effect of additional revenue and expenses from the properties acquired during this period, after giving effect to
certain adjustments including (a) rental and related income; (b) community operating expenses; (c) interest expense
resulting from the assumed increase in mortgages and loans payable related to the new acquisitions and (d)
depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not
indicative of the results of operations that would have been achieved had the acquisitions reflected herein been
consummated on the dates indicated or that will be achieved in the future (in thousands).
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,
2022
2021
$174,746
76,747
(37,536)
(0.69)
(0.69)
$165,078
70,098
19,298
0.42
0.41
-104-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (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
Monaca, Pa
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
Center Manor
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R
Dallas Mobile Home Toronto,OH
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Fohl Village
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Garden View Estates
Green Acres
Gregory Courts
New Springfield,OH
Dothan, AL
Lodi,OH
Bedford, OH
Mantua, OH
Millville, NJ
Elizabeth, PA
Canton, OH
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Orangeburg, SC
Chambersburg, PA
Honey Brook, PA
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
5,602
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
18,052
7,004
977
4,082
5,294
18,141
5,044
584
1,220
19,352
3,045
1,116
2,211
4,199
339
12,709
4,051
12,451
2,856
2,521
7,185
2,968
14,179
3,832
211
1,442
2,302
1,282
1,551
507
3,900
8,502
6,639
6,266
15,341
4,526
3,281
5,037
230
3,834
3,897
4,855
7,071
618
1,546
1,411
11,463
3,394
100
2,889
10,512
4,399
6,186
13,120
1,171
214
1,332
250 $
2,650
114
561
70
1,796
1,120
372
38
824
573
159
176
1,008
320
198
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
1,018
440
75
372
643
1,215
156
63
370
$
11,992
$
(2)
-0-
-0-
(2)
12,799 (6)
43,037 (2)
(4)
2,473
(7)
-0-
4,002
24,935 (1)
4,311
10,662
-0-
(1)
(3)
(1)
-0-
3,147
(1)
(2)
-0-
(1)
100,481 (1)
6,783
(1)
-0-
(1)
6,828
(1)
(1)
-0-
(1)
-0-
(1)
14,388
(1)
9,490
(2)
7,463
-0-
12,048 (3)
6,382
-0-
-0-
(2)
-105-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (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
Dublin,OH
Inkerman, PA
Erie, MI
Export, PA
Elkhart, IN
Kutztown, PA
Lower Burrell, PA
Marysville, OH
Greensburg, PA
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Dothan, AL
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Butler, PA
Taylor, PA
Marysville, OH
New Middletown, OH
Nappanee, IN
Hayden Heights
Heather Highlands
Hidden Creek
High View Acres
Highland
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Hillside Estates
Holiday Mobile Village Nashville, TN
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
La Vista Estates
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Mandell Trails
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
Narvon, PA
Mountaintop
West Mifflin, PA
New Colony
Erie, MI
Northtowne Meadows
Elkhart, IN
Oak Ridge
Jackson, NJ
Oak Tree
Tunkhannock, PA
Oakwood Lake
Olmsted Falls, OH
Olmsted Falls
West Grove, PA
Oxford
Elkhart, IN
Parke Place
Perrysburg, OH
Perrysburg Estates
Pikewood Manor
Elyria, OH
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
Wooster, OH
Wooster, OH
Memphis, TN
Jonestown, PA
Avoca, PA
$
1,864
-0-
-0-
$
(1)
(2)
15,080
(1)
(1)
(5)
7,102
7,616
5,910
(1)
(1)
7,230 (5)
-0-
3,603
-0-
2,549
4,935
(1)
-0-
-0-
-0-
34,028
(4)
(1)
(2)
-0-
-0-
-0-
-0-
-0-
(3)
(4)
(1)
(3)
(1)
11,322
(2)
12,000
-0-
1,865
14,659
(6)
1,493
13,414
-0-
-0-
(4)
-0-
12,408 (7)
-0-
(1)
(5)
-0-
4,444
(1)
(2)
-106-
248 $
573
614
825
510
145
961
1,277
484
1,632
491
194
141
399
686
121
236
713
104
290
574
433
113
2,470
674
810
152
549
2,146
767
94
78
114
330
280
134
429
1,272
500
1,134
379
569
175
4,317
399
1,053
38
670
282
150
1,739
236
301
814
270
337
1,485
63
2,148 $
2,152
20,717
4,264
7,084
1,695
1,464
3,034
2,679
5,618
13,808
3,591
3,516
865
2,784
3,324
1,403
3,165
4,391
1,458
1,104
2,070
1,135
4,905
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
21,766
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
1,098
15,951
821
864
6,176
12,768
10,894
5,775
3,889
15,385
10,823
1,463
6,193
2,316
6,414
5,291
14,840
817
3,002
15,519
2,198
6,621
2,831
378
8,322
9,474
5,644
11,693
1,456
8,671
123
15,605
774
4,370
1,703
2,049
1,961
4,404
3,999
310
2,683
2,585
2,934
6,860
6,591
17,873
11,058
9,825
3,178
17,266
7,199
9,568
3,119
2,639
14,395
5,027
9,854
776
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (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
Southwind
Spreading Oaks
Springfield Meadows
Suburban Estates
Summit Estates
Summit Village
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
Jackson, NJ
Athens, OH
Springfield, OH
Greensburg, PA
Ravenna, OH
Marion, IN
Somerset, PA
Eagleville, PA
Goodlettsville, TN
Olmsted Falls, 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
$
21,430 (8) $
-0-
-0-
5,000
(1)
-0-
5,566
2,963
5,683
(2)
(2)
(5)
3,080
-0-
(2)
(3)
(3)
(1)
4,197
(1)
7,229
2,144
-0-
(1)
(8)
5,306
8,368
-0-
513,709
$
$
100 $
67
1,230
299
198
522
287
450
411
823
650
284
996
323
1,380
191
72
742
424
196
1,184
896
260
77
157
1,808
437
269
73,208 $
603 $
1,327
3,093
5,837
2,779
2,821
6,114
2,674
1,867
3,527
6,307
2,267
6,542
3,191
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
584,215 $
3,426
4,381
2,994
5,430
4,781
4,059
3,997
970
3,916
2,426
6,545
2,655
10,155
1,267
4,982
1,250
78
5,878
6,216
2,958
4,151
6,942
6,546
5,512
2,334
10,536
7,402
1,959
722,104
-107-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/22
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
Center Manor
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R
Dallas Mobile Home
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Fohl Village
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Garden View Estates
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
Hidden Creek
High View Acres
Highland
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
Monaca, Pa
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
Canton, OH
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Orangeburg, SC
Chambersburg, PA
Honey Brook, PA
Dublin,OH
Inkerman, PA
Erie, MI
Export, PA
Elkhart, IN
1,500
2,650
114
561
70
1,796
1,120
372
123
828
766
159
176
1,008
408
201
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
1,023
440
75
372
1,420
1,266
158
63
370
248
573
618
825
510
$
20,671 $
11,311
2,290
11,764
6,996
5,107
23,845
8,827
12,599
5,332
5,095
14,272
5,379
25,914
5,610
5,810
3,829
4,351
3,398
2,164
3,809
6,218
10,885
8,565
9,162
22,043
6,449
5,365
5,415
1,633
4,538
6,626
7,154
11,310
1,719
3,918
2,688
10,311
9,024
18,147
9,893
11,489
8,481
10,703
31,210
6,213
798
2,552
3,246
18,103
21,534
5,128
13,260
22,171
13,961
2,404
12,325
7,066
6,903
24,965
9,199
12,722
6,160
5,861
14,431
5,555
26,922
6,018
6,011
3,947
4,475
5,282
2,301
3,951
6,414
10,952
8,739
9,367
22,652
6,631
5,727
5,476
1,816
4,930
6,902
7,380
11,611
1,838
3,967
2,793
12,846
10,354
19,170
10,333
11,564
8,853
12,123
32,476
6,371
861
2,922
3,494
18,676
22,152
5,953
13,770
$
(8,000)
(3,517)
(590)
(618)
(2,121)
(1,051)
(7,584)
(2,851)
(4,016)
(493)
(377)
(3,809)
(1,411)
(6,146)
(3,301)
(175)
(1,106)
(1,264)
(558)
(696)
(1,451)
(1,594)
(2,736)
(2,188)
(2,360)
(6,451)
(3,702)
(1,429)
(2,039)
(336)
(2,475)
(1,497)
(1,571)
(477)
(504)
(1,096)
(716)
(6,520)
(956)
(110)
(3,631)
(4,847)
(1,192)
(3,054)
(3,398)
(82)
(253)
(792)
(920)
(7,532)
(323)
(898)
(4,642)
-108-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/22
Column F
Site, Land
& Building
Improvements
Name
Location
Land
and Rental Homes
Total
$
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Hillside Estates
Holiday Mobile Village
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
La Vista Estates
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Mandell Trails
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
Oak Tree
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
Kutztown, PA
Lower Burrell, PA
Marysville, OH
Greensburg, PA
Nashville, TN
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Dothan, AL
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Butler, PA
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
Jackson, NJ
Tunkhannock, PA
Olmsted Falls, 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 Veron, PA
Magnolia, OH
Nashville, TN
Somerset, PA
Columbiana, OH
$
404
961
1,277
484
1,632
491
194
141
399
686
122
353
718
140
290
726
433
113
2,537
674
818
152
549
2,182
767
94
336
114
330
280
249
448
1,313
500
1,149
379
569
155
4,317
407
1,071
145
732
307
505
1,753
236
517
814
270
337
1,489
63
14,204
12,358
8,809
6,568
21,003
24,631
5,054
9,709
3,181
9,198
8,614
16,126
3,977
7,357
16,977
3,150
8,691
3,966
5,216
17,755
14,022
8,835
18,414
6,961
14,100
1,163
16,157
1,768
8,164
5,205
3,599
6,071
28,222
11,523
22,061
4,322
5,616
3,945
17,201
10,630
39,923
11,149
11,100
5,328
19,403
22,276
10,353
4,322
4,843
16,336
8,406
11,900
4,163
$
14,608
13,319
10,086
7,052
22,635
25,122
5,248
9,850
3,580
9,884
8,736
16,479
4,695
7,497
17,267
3,876
9,124
4,079
7,753
18,429
14,840
8,987
18,963
9,143
14,867
1,257
16,493
1,882
8,494
5,485
3,848
6,519
29,535
12,023
23,210
4,701
6,185
4,100
21,518
11,037
40,994
11,294
11,832
5,635
19,908
24,029
10,589
4,839
5,657
16,606
8,743
13,389
4,226
Accumulated
Depreciation
$
(8,693)
(1,744)
(1,468)
(1,644)
(4,465)
(5,843)
(1,284)
(2,612)
(602)
(1,807)
(374)
(7,378)
(73)
(595)
(6,500)
(612)
(3,418)
(947)
(107)
(6,144)
(2,161)
(2,432)
(4,046)
(912)
(3,546)
(369)
(3,461)
(558)
(2,540)
(1,067)
(883)
(699)
(3,655)
(3,803)
(67)
(1,176)
(1,682)
(2,416)
(4,111)
(1,275)
(5,192)
(5,069)
(4,306)
(1,559)
(9,216)
(3,183)
(4,768)
(1,230)
(1,315)
(6,585)
(2,790)
(5,208)
(1,458)
-109-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (in thousands)
Column A
Description
Column E (9) (10)
Gross Amount at Which Carried at 12/31/22
Column F
Site, Land
& Building
Improvements
Name
Location
Land
and Rental Homes
Total
Southwind
Spreading Oaks
Springfield Meadows
Suburban Estates
Summit Estates
Summit Village
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
Jackson, NJ
Athens, OH
Springfield, OH
Greensburg, PA
Ravenna, OH
Marion, IN
Somerset, PA
Eagleville, PA
Goodlettsville, TN
Olmsted Falls, 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
$
100
67
1,230
299
198
522
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
$
4,029
5,708
6,087
11,267
7,560
6,880
10,111
3,432
5,783
5,778
12,852
4,922
16,697
4,458
10,330
5,520
1,824
9,021
10,028
3,973
8,185
13,121
8,299
6,353
2,637
23,857
20,108
3,565
$
4,129
5,775
7,317
11,566
7,758
7,402
10,398
4,094
6,194
6,776
13,502
5,206
17,693
4,781
11,710
5,800
1,896
9,763
10,452
4,234
9,369
14,017
8,559
6,430
2,772
25,665
20,545
3,834
Accumulated
Depreciation
$
(2,372)
(2,597)
(997)
(3,819)
(1,981)
(1,518)
(3,540)
(1,121)
(1,829)
(1,970)
(3,994)
(1,214)
(4,515)
(1,073)
(3,029)
(1,990)
(670)
(1,827)
(5,294)
(579)
(4,314)
(1,987)
(4,002)
(2,017)
(1,104)
(5,499)
(4,510)
(910)
$
80,964
$
1,298,563
$
1,379,527
$
(340,776)
-110-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022
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
Center Manor
Chambersburg
Chelsea
Cinnamon Woods
City View
Clinton
Collingwood
Colonial Heights
Countryside Estates
Countryside Estates
Countryside Village
Cranberry
Crestview
Cross Keys
Crossroads Village
D&R
Dallas Mobile Home
Deer Meadows
Deer Run
Evergreen Estates
Evergreen Manor
Evergreen Village
Fairview Manor
Fifty One Estates
Fohl Village
Forest Creek
Forest Park
Fox Chapel Village
Frieden Manor
Friendly Village
Garden View Estates
Green Acres
Gregory Courts
Hayden Heights
Heather Highlands
Hidden Creek
High View Acres
Highland
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
Monaca, Pa
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
Canton, OH
Elkhart, IN
Cranberry Twp, PA
Cheswick, PA
Schuylkill Haven, PA
Perrysburg, OH
Orangeburg, SC
Chambersburg, PA
Honey Brook, PA
Dublin,OH
Inkerman, PA
Erie, MI
Export, PA
Elkhart, IN
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
2022
2012
2012
2017
2011
2011
2012
2012
2012
2014
2011
1986
2012
1979
2017
1978
2014
2014
2021
2014
2014
2014
1985
2019
2022
2013
1982
2017
2012
2019
2022
2012
2013
2014
1992
2022
2017
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
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
1957
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's
1972
1996-1997
prior to 1980
1975
1969
1970
1962
1978
1970
1973
1970
1993
1984
1969
-111-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022
Column A
Description
Name
Location
Highland Estates
Hillcrest Crossing
Hillcrest Estates
Hillside Estates
Holiday Mobile Village
Holiday Village
Holly Acres
Hudson Estates
Huntingdon Pointe
Independence Park
Iris Winds
Kinnebrook
La Vista Estates
Lake Erie Estates
Lake Sherman
Lakeview Meadows
Laurel Woods
Little Chippewa
Mandell Trails
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
Oak Tree
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
Kutztown, PA
Lower Burrell, PA
Marysville, OH
Greensburg, PA
Nashville, TN
Elkhart, IN
Erie, PA
Peninsula, OH
Tarrs, PA
Clinton, PA
Sumter, SC
Monticello, NY
Dothan, AL
Fredonia, NY
Navarre, OH
Lakeview, OH
Cresson, PA
Orrville, OH
Butler, PA
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
Jackson, NJ
Tunkhannock, PA
Olmsted Falls, 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 Veron, PA
Magnolia, OH
Nashville, TN
Somerset, PA
Columbiana, OH
Jackson, NJ
Athens, OH
Springfield, OH
Column G
Column H
Column I
Date
Acquired
Depreciable
Life
1979
2017
2017
2014
2013
2015
2015
2014
2015
2014
2021
1988
2022
2020
1987
2016
2001
2013
2022
2010
2017
2012
2015
2018
2013
2013
1985
2012
2010
2017
2012
2019
2019
2013
2022
2010
2012
1974
2017
2018
2018
1969
1995
2010
1983
2018
1986
2013
2014
1985
2011
2004
2012
1969
1996
2016
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
1971
1971
1995
1980
1967
1966
1977/2007
1956
2000
1987
1972
1972
1972
1965-1975
prior to 1980
1995
prior to 1980
1968
1969
1972
1960s to 2015
1957
1965-1973
1998
1970-1978
1995
1955
1969
1972
1977-1986
1972
1975
1988, 1995, 1999
1990
1958
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
-112-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022
Column A
Description
Column G
Column H
Column I
Name
Location
Date of
Construction
Date
Acquired
Depreciable
Life
Suburban Estates
Summit Estates
Summit Village
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
Greensburg, PA
Ravenna, OH
Marion, IN
Somerset, PA
Eagleville, PA
Goodlettsville, TN
Olmsted Falls, 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
1968/1980
1969
2000
1970
1960
1964
1952/1997
1956/1990
1974
1960-1970
1970
1970
1961
1999
1968
prior to 1980
1960
1997
1970/1996
prior to 1980
prior to 1980
1964
1974
1968
1963
2010
2014
2018
2010
2013
2011
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
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, 2022
(1) Represents one mortgage note payable secured by twenty-eight properties and one mortgage notes payable secured by the rental home
therein.
(2) Represents one mortgage note payable secured by thirteen properties.
(3) Represents one mortgage note payable secured by six properties.
(4) Represents one mortgage note payable secured by four properties.
(5) Represents one mortgage note payable secured by four properties.
(6) Represents one mortgage note payable secured by two properties.
(7) Represents one mortgage note payable secured by two properties.
(8) Represents one mortgage note payable secured by two properties.
(9) Reconciliation
/----------FIXED ASSETS-----------/
(in thousands)
12/31/21
12/31/22
12/31/20
Balance – Beginning of Year
$1,198,104
$1,100,256
$1,008,104
Additions:
Acquisitions
Improvements
Total Additions
Deletions
85,553
108,544
194,097
(12,674)
8,546
94,213
102,759
(4,911)
7,835
88,684
96,519
(4,367)
Balance – End of Year
$1,379,527
$1,198,104
$1,100,256
/-----ACCUMULATED DEPRECIATION-----/
(in thousands)
12/31/21
12/31/20
12/31/22
Balance – Beginning of Year
$295,740
$254,369
$216,332
Additions:
Depreciation
Total Additions
Deletions
46,650
46,650
(1,614)
43,064
43,064
(1,693)
39,525
39,525
(1,488)
Balance – End of Year
$340,776
$295,740
$254,369
(10)
The aggregate cost for Federal tax purposes approximates historical cost.
-114-
Our Vision
UMH Properties, Inc. has a 55-year history of providing quality affordable housing using manufactured
homes in communities. UMH owns and operates a portfolio of manufactured home communities consisting
of 135 communities with 25,700 developed homesites situated in eleven states. UMH also has an ownership
interest in and operates two communities in Florida, containing 363 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 Cover:
LAKE SHERMAN VILLAGE, Navarre, OH
BOARD OF
DIRECTORS
OFFICERS & EXECUTIVE
MANAGEMENT
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
Executive Vice President, Chief
Financial Officer and Treasurer
KIERNAN CONWAY
Principal and Research Director of
Red Shoe Economics, LLC
Chief Economist of CCIM Institute
MATTHEW I. HIRSCH
Attorney-At-Law
Law Office of Matthew I. Hirsch
EUGENE W. LANDY
Chairman of the Board
MICHAEL P. LANDY
Former President and Chief
Executive Officer of Monmouth Real
Estate Investment Corporation
SAMUEL A. LANDY
President and Chief Executive
Officer
STUART LEVY
Vice President of Real Estate Finance
of Helaba-Landesbank Hessen-
Thüringen
WILLIAM E. MITCHELL
Partner, Strategy Capital LLC
ANGELA D. PRUITT-
MARRIOTT
Crisis Communication Specialist of
Sitrick and Company
KENNETH K. QUIGLEY, JR.
Attorney-At-Law
President of Curry College
EUGENE W. LANDY
Chairman of the Board
SAMUEL A. LANDY
President and Chief Executive
Officer
ANNA T. CHEW
Executive Vice President, Chief
Financial Officer and Treasurer
CRAIG KOSTER
Executive Vice President, General
Counsel and Secretary
BRETT TAFT
Executive Vice President and Chief
Operating Officer
DANIEL LANDY
Executive Vice President of UMH
and President of UMH OZ Fund, LLC
JEFFREY V. YORICK
Executive Vice President of
Engineering
REGINA BEASLEY
Senior Vice President
AYAL DREIFUSS
Senior Vice President of Rental
Operations
CHRISTINE LINDSEY
Senior Vice President
ROBERT VAN SCHUYVER
Senior Vice President
JEFFREY WOLFE
Senior Vice President of Field
Operations
ABBY KARNOFSKY
Vice President of Marketing
JEREMY LANDY
Vice President of Community Media
Relations
KRISTIN LANGLEY
Vice President and Controller
JAMES O. LYKINS
Vice President of Capital Markets
NELLI MADDEN
Vice President of Investor Relations
AARON POTTER
Vice President of ESG
T.C. SHEPPARD
Vice President of Consumer Finance
BRITTNEE SPERLING
Assistant Controller
CORPORATE
INFORMATION
CORPORATE OFFICE
3499 Route 9 North, Freehold, NJ
07728
TRANSFER AGENT &
REGISTRAR
EQ + AST
6201 15th Avenue, Brooklyn, NY
11219
COMMON STOCK LISTING
NYSE: UMH
TASE: 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
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UMH PROPERTIES, INC.
Established in 1968
3499 Route 9 North | Freehold, NJ 07728
www.umh.reit 732.577.9997 NYSE: UMH
UMH PROPERTIES, INC.
2022 ANNUAL REPORT