2024 ANNUAL REPORT
2024 ANNUAL REPORT
UMH PROPERTIES, INC.
UMH Properties, Inc. has a 56-year history of providing quality affordable housing using
manufactured homes in communities. UMH owns, or has an interest in, and operates a portfolio
of manufactured home communities consisting of 139 communities with 26,300 developed
homesites situated in twelve states. Additionally, we have 10,300 rental homes that we own within
these communities. Included in the 139 communities are two communities in Florida, containing
363 sites that UMH owns and operates through its joint venture with Nuveen Real Estate. In
addition, UMH owns approximately 2,400 acres of land for the development of new sites.
Manufactured home communities satisfy a fundamental need of 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 which include our employees, our residents and our neighbors.
Our Vision
On Our Cover:
CRANBERRY VILLAGE ESTATES, Cranberry Township, PA
Acquired in 1986
51%
FIVE-YEAR
30%
ONE-YEAR
Total
Shareholder
Return
565
NEW RENTAL
UNITS ADDED
4.9%
INCREASE IN
COMMON STOCK DIVIDEND
10.3%
INCREASE IN
SAME PROPERTY NOI
2024
Year in
Review
234%
TEN-YEAR
8%
INCREASE IN
SALES VOLUME
Manufactured Home Community
Operator of the Year
WELLINGTON ESTATES, Export, PA
Acquired in 2017
DEAR FELLOW
SHAREHOLDERS
UMH is proud to report another strong year of operating
and financial results. Our portfolio of manufactured
housing communities is amongst the best in the
nation. We are the 7th largest owner of communities
with 139 communities containing 26,300 developed
homesites. Additionally, we own 10,300 rental homes
that we own within these communities. We built this
portfolio by investing in value-add communities
and making improvements to the infrastructure,
completing deferred maintenance and bringing in new
homes for sale and for rent. Our business plan has
been to identify and acquire value-add manufactured
home communities in good locations where there is a
demand for affordable housing. Once we acquire these
communities, we immediately commence a capital
improvement strategy, which upgrades the quality
of the infrastructure and adds essential amenities.
Then, we utilize our professional management to
infill the community with homes for sale or rent. As
occupancy rises, so does our income and the value
of our community. This business plan has resulted
in the rapid increase in value of our acquisitions. In
some cases, appraised values show that many of these
communities have doubled in value over a 10-year
period.
Our high-quality communities have strong demand
for both sales and rentals which has resulted in the
increased profitability of our sales division, a double
digit increase in both community NOI and same
property NOI and an increase in Normalized FFO per
diluted share. Normalized FFO per diluted share in 2024
was $0.93 per diluted share, representing an increase of
8% over 2023. Additionally, normalized FFO increased
to $69.5 million, representing an increase of 27% over
2023. Our gross sales increased by 8% and our income
from sales increased by 53%. Same property NOI
increased by 10%, or $11.5 million. We have a business
plan that is proven to deliver outstanding results for
our shareholders while providing a much-needed
product for our residents. We believe that we are well
positioned to deliver similar results for years to come
as we continue to fill our 3,300 vacant sites, develop
our vacant land and invest in compelling acquisition
opportunities as they become available.
We are proud that 100% of our income is considered
“social” by Sustainalytics, MSCI and HUD. We are
careful to treat our residents and associates fairly,
recognizing that all contractual relations require good
faith and fair dealing. We are responsible operators that
take pride in the community lifestyle we provide for
our residents. We are proud to invest in communities
and improve the quality of life for our residents while
growing the supply of affordable housing in each market
that we serve.
$0
$25
$50
$75
$100
$125
$150
COMMUNITY NET OPERATING INCOME
($ in millions)
2024
2023
2022
2021
2020
2019
$94.8
$66.9
$80.2
79% Increase
$91.0
$108.4
$119.7
0
$50
$100
$150
$200
$250
$300
2024
2023
2022
2021
2020
2019
TOTAL REVENUE
($ in millions)
Rental Revenue
Sales of Manufactured Homes
Interest/Dividend Income
$156.7
$172.2
$194.6
$202.7
$228.2
$249.1
59% Increase
Page 2
2024 ANNUAL REPORT
The low-cost producer of a quality product always wins.
UMH is the low-cost producer of 1,000 sq. ft. to 2,400
sq. ft. three-bedroom, two-bath housing on a 5,000
sq. ft. lot with a shed. Most of our lots have their own
driveway and curbside garbage pickup. We provide
a housing product most people must see to believe.
A household with an annual income of $40,000 can
rent a home from UMH for approximately $1,000 per
month and will only need one month’s rent and one
month’s security deposit to move in. Approximately
10,300 households are very pleased to rent homes from
UMH. We maintain waiting lists for our rental homes,
as evidenced by our 94% rental home occupancy, 98%
rent collection, and below 30% annual rental home
turnover with repair and maintenance costs of just
$400 per unit, per year.
In 2025, we will reap the benefits of the prior year’s
5% rent increase (approximately $10 million in new
revenue), the planned addition of 800 rental units
(approximately $10 million in new revenue) and
increased home sales at the community expansions
and new communities we built with our joint venture
partner, Nuveen Real Estate. Our communities increase
in value because of improved operating performance
and improved economics and demographics of the
surrounding areas.
Eugene Landy, our Chairman and Founder, leads us
through economic cycles and black swan events while
keeping us focused on the power of compounding
interest and its ability to create wealth for all of
us. Under his leadership, we continue to grow the
company, grow earnings, and provide the Nation with
much needed quality affordable housing.
The UMH team is proud to go to work each day
knowing that our shareholders and residents depend
on us to make them proud and provide them with
financial security and quality housing. We strive to
increase earnings per share and market value per share
for our shareholders. We are proud to have increased
the dividend for a fourth consecutive year as the best
form of good corporate governance is returning capital
to our shareholders. We believe that our success on the
operational front should translate to growing FFO and
future dividend increases.
Many thanks to our investment banks, regional banks,
analysts, officers, directors, employees, national and
state associations, and to all of our supporters who
we have made and joined and stayed with us over our
56-year history. All we accomplish is because we do it
together and we thank each of you for being a part of
our mission to profitably provide quality housing in
factory-built homes for sale or rent.
Very truly yours,
SAMUEL A. LANDY
President and Chief Executive Officer
March 2025
UMH TEAM ACCEPTING THE AWARD
“COMMUNITY OPERATOR OF THE YEAR”
AT THE MHI 2024 CONGRESS & EXPO
Page 3
2024 ANNUAL REPORT
UMH provides needed quality affordable housing. Our
executive team, board of directors, vice presidents,
regional
managers,
community
managers
and
maintenance staff have created a first-class portfolio
of manufactured home communities that our
investors should be proud to own. The quality of our
communities is apparent when touring our assets.
Drone videos of our communities are available at
www.umh.reit and truly show the high quality of UMH’s
communities and the standard of living provided
through manufactured housing. We take great pride in
executing our business plan while working to provide
quality affordable housing. Our mission is now more
important than ever before. The United States has a
massive shortage of affordable housing estimated to
be in the millions of units. The combination of higher
interest rates and low inventory has decreased housing
affordability. Most new homes being built are not at an
affordable price point.
Other than manufactured housing, there are limited
options available at a price point under $500,000. We
work every day to expand the supply of affordable
housing through manufactured housing. We are
acquiring and improving and expanding existing
communities, developing new communities through
our joint ventures, and financing home sales at
reasonable rates through our third party lending
program. All these verticals are social in nature and
increase the supply and attainability of manufactured
housing while generating exceptional operating results.
Manufactured housing today is not the manufactured
housing of the past. Manufactured housing is the
product of now and the future. Manufactured
homes are built in factories, shielded from weather
related elements, using a controlled environment for
efficiency and quality, with components assembled and
inspected before being transported to the final site. The
HUD code, the only federal building code, supersedes
local building codes. This creates great efficiencies
and allows manufacturers to create a superior product
which can be produced in any market. Conventional
homes typically cost more than $300,000 and
manufactured homes can be built for half that price
or less. Our asset class is the only asset class that can
provide quality affordable housing without utilizing
government subsidies.
The path to maximizing shareholder value is by
creating and owning needed housing and treating our
residents equitably. We need satisfied residents as well
as satisfied investors. Investors should be proud to own
UMH because 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. We take
pride in improving the communities and the quality
of life that is provided by living in a UMH community.
Community living creates great efficiencies for us
and for our customers. We can provide amenities
that other types of housing cannot provide. Many of
our communities have clubhouses, basketball and
pickleball courts, pools, fitness centers and more. We
have made a great deal of progress, but our industry is
only beginning to be discovered.
The future is bright. UMH has been a leader in the
industry. We have worked with our manufacturers and
MHI on innovations to advance our product. These
advancements include installing GAF solar shingles
on our homes at the factory and helping obtain HUD
approval of the duplex manufactured home. These
developments should help reduce the overall cost of
housing for both the developer and the consumer. We
are advocating opportunity zone legislation to provide
added long-term capital as well as encouraging
favorable zoning for manufactured housing.
We have a culture of caring for our communities,
residents and all our shareholders. We are proud of
all that we have accomplished over the past 56 years
and expect to accomplish much more over the coming
years.
Very truly yours,
EUGENE W. LANDY
Chairman of the Board
March 2025
LETTER FROM
THE CHAIRMAN
Page 4
2024 ANNUAL REPORT
SAMUEL A. LANDY’S
RV/MH HALL OF FAME INDUCTION
SAMUEL A. LANDY, President and CEO of UMH Properties, Inc.
LAURIE LANDY, Founder and President of Special Strides
SAMUEL A. LANDY, President and CEO of UMH Properties, Inc.
On August 19, 2024, Samuel A. Landy was inducted into RV/MH Hall of Fame in recognition of his personal lifetime
efforts to source governmental recognition for the manufactured housing industry.
UMH TEAM AND PARTNERS
Page 5
2024 ANNUAL REPORT
HUDSON ESTATES, Peninsula, OH
Acquired in 2014
PROPERTY PORTFOLIO
PROPERTY PORTFOLIO
AND YEAR IN REVIEW
AND YEAR IN REVIEW
•
Increased Rental and Related Income by 9%;
•
Increased Community Net Operating Income
(“NOI”) by 10%;
•
Increased Normalized Funds from Operations
(“Normalized FFO”) by 27%;
•
Increased Normalized FFO per diluted share by 8%
from $0.86 per diluted share in 2023 to $0.93 per
diluted share in 2024;
•
Increased Same Property NOI by 10%;
•
Increased Same Property Occupancy by 70 basis
points from 87.1% to 87.8%;
•
Improved our Same Property expense ratio from
40.5% at yearend 2023 to 39.7% at yearend 2024;
•
Increased Sales of Manufactured Homes by 8%;
•
Amended our unsecured credit facility to expand
available borrowings by $80 million from $180
million to $260 million syndicated with BMO
Capital Markets Corp., JPMorgan Chase Bank,
N.A. and Wells Fargo, N.A.;
•
Raised our quarterly common stock dividend by
4.9% to $0.215 per share or $0.86 annually;
•
Increased our Total Market Capitalization by 23%
to over $2.5 billion at yearend;
•
Increased our Equity Market Capitalization by 48%
to over $1.5 billion at yearend;
•
Reduced
our
Net
Debt
to
Total
Market
Capitalization from 31.3% in 2023 to 20.8% in
2024;
•
Issued and sold approximately 12.5 million shares
of Common Stock through our At-the-Market Sale
Programs at a weighted average price of $17.92 per
share, generating gross proceeds of $224.5 million
and net proceeds of $220.6 million, after offering
expenses;
•
Issued and sold approximately 1.2 million shares
of Series D Preferred Stock through our At-the-
Market Sale Program at a weighted average price
of $23.41 per share, generating gross proceeds of
$28.5 million and net proceeds of $28.0 million,
after offering expenses;
•
Subsequent to yearend and through February 26,
2025, issued and sold approximately 270,000 shares
of Common Stock through our At-the-Market Sale
Program at a weighted average price of $18.18 per
share, generating gross proceeds of $4.9 million
and net proceeds of $4.8 million, after offering
expenses; and
•
Subsequent to yearend and through February 26,
2025, issued and sold approximately 49,000 shares
of Series D Preferred Stock through our At-the-
Market Sale Program at a weighted average price of
$23.03 per share, generating gross proceeds and net
proceeds of $1.1 million, after offering expenses.
During 2024, UMH made substantial progress on multiple fronts – generating solid operating results, achieving
strong growth and improving our financial position. We have:
UMH TEAM
OUR ACCOMPLISHMENTS
Page 8
2024 ANNUAL REPORT
ME
NE
VT
NY
MA
RI
CT
NJ
PA
DE
MD
OH
MI
IN
WV
VA
KY
NC
SC
TN
GA
FL
AL
MS
IL
WI
SITES PER STATE
26,259 SITES
MI
4%
FL
1%
GA
1%
AL
1%
PA
30%
OH
28%
IN
15%
TN
8%
NY
5%
NJ
5%
MD
1%
SC
1%
TOTAL ACREAGE
8,133 ACRES
Total Shale Region Acreage - 3,958
Total Non Shale Region Acreage - 4,175
Developed
34%
Vacant
17%
Developed
36%
Vacant
13%
VACANT ACREAGE PER STATE
2,436 ACRES
IN
8%
PA
23%
NJ
7%
NY
20%
TN
14%
OH
21%
MI
1%
MD
2%
SC
3%
AL
1%
Joint Venture:
61 acres in the process of being
developed into a manufactured
home community
137 communities and 25,900 sites
220 acres to be developed into a
manufactured home community
Marcellus and Utica Shale Regions
2 communities and 400 sites
PROPERTY PORTFOLIO
Page 9
2024 ANNUAL REPORT
“UMH’s 56 years of providing quality affordable housing have laid the foundation for our
continued growth and expansion. We look forward to executing on our business plan, adding
to the supply of affordable housing and generating meaningful returns for our shareholders.”
- Samuel A. Landy, President and Chief Executive Officer
COMPELLING BUSINESS PLAN
DEER RUN, Dothan, AL
Acquired in 2021
Since 2010, UMH has tripled the size of the company by
acquiring 107 communities containing approximately
18,800 developed homesites. These communities were
acquired with a blended occupancy rate of 73% for a
total purchase price of $616 million or $33,000 per site.
We have improved the overall quality of housing at each
of these locations which has driven increased demand,
occupancy, and income. The improvements we make
to the communities and the correlated increases in
occupancy and revenue result in a substantial increase
in property values. UMH can capture the value created
through financing and refinancing these communities.
We are optimistic that compelling acquisition
opportunities will become available to us in 2025.
With over $99.7 million in cash and full availability of
our $260 million unsecured credit facility, we are well
positioned with a strong balance sheet to execute on
these opportunities as they become available to us. With
a reduced cost of capital, we should be able to be active
in the value-add and stabilized acquisition markets.
VALUE-ADD ACQUISITIONS
Page 10
2024 ANNUAL REPORT
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 10,300 rental homes
that are 94% occupied. Our average rents are $990 per
month. With 3,300 vacant sites, UMH has the ability to
grow revenue through the investment in 800 or more
rental units per year for the next five years. Our rental
home investments typically yield an unlevered return of
approximately 10% annually.
In 2024, UMH added 565 new rental homes to our
portfolio. The new rental homes resulted in increased
same property occupancy of 70 basis points, or 216
units. This, along with our 5% annual rent increases,
generated an increase in same property income of 9%
and an increase in same property NOI of 10%.
0
2,000
4,000
6,000
8,000
10,000
12,000
2024
2023
2022
2021
2020
2019
GROWTH OF RENTAL HOME PORTFOLIO
8,300
8,700
9,100
10,000
Increase of 2,900 homes - 39%
10,300
7,400
RENTAL HOME OPERATIONS
SADDLE CREEK, Dothan, AL
Acquired in 2022
Page 11
2024 ANNUAL REPORT
$0
$10
$20
$30
$40
2024
2023
2022
2021
2020
2019
INCREASE IN SALES
# of Homes Sold
Sales ($ in millions)
$18.0
299
$20.3
323
$27.1
370
$25.3
301
$31.2
341
$33.5
394
0
100
200
300
400
500
In 2024, our taxable REIT subsidiary, UMH Sales and
Finance, Inc., had another strong year. Gross revenue
from home sales was $33.5 million. We sold 394 homes,
of which 136 were new and 258 were used. Our average
sales price for new homes was $151,000 and our average
sales price for used homes was $50,000. As we continue
to improve the overall quality of our communities, we are
experiencing an increase in sales demand. Additionally,
we are opening several well-located expansions that
should generate additional sales and sales profits.
In 2024, we financed, through our third-party lending
program, $19.8 million of our home sales, which was
59% of our total home sales. We have grown our portfolio
of manufactured home loans to $89.2 million. The
portfolio has an average interest rate of approximately
7.1%. Manufactured homes are approximately 50%
less expensive than stick-built homes, but historically
manufactured home loans cost 40% more. These higher
interest rates reduce the affordability of our product.
However, our interest rates are now 6.75%, which is in
line with conventional mortgage rates, which helps to
increase sales and demonstrates the affordability of our
product.
SALES & FINANCE
CINNAMON WOODS, Conowingo, MD
Acquired in 2017
CINNAMON WOODS, Conowingo, MD
Acquired in 2017
Page 12
2024 ANNUAL REPORT
In 2024, we completed the construction of 190 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 300 or more sites
in 2025. Our goal is for home sales in expansions to
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
and substantially increase the value of the existing
community.
We have an additional 2,400 vacant acres, which can
potentially be developed into 9,600 homesites. This
vacant land adjoining our properties and our vacant
sites give us the ability to internally grow the company
for the foreseeable future.
SITES ENGINEERED FOR EXPANSION
0
500
1,000
1,500
2,000
2028 and
thereafer
2027
2026
2025
296
683
807
1,585
VACANT LAND EXPANSIONS
DUCK RIVER ESTATES, Columbia, TN
Opened in 2021
MEADOWS OF PERRYSBURG, Perrysburg, OH
Acquired in 2018
Page 13
2024 ANNUAL REPORT
In 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 181 developed homesites, of which
approximately 45% 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, of which approximately 23% are
occupied. The community is situated on 26 acres.
Tax Advantages
Tax Advantages
Investing in the OZ Fund minimizes the tax effect of
capital gains to our shareholders. During 2022, UMH
realized considerable capital gains through its securities
portfolio. These capital gains, along with capital gains
invested by outside investors, are tax-deferred until
December 31, 2026. For outside investors, capital
remaining in the OZ Fund for at least 10 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 10-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 10-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 the
government’s 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. Under President Trump’s first
administration, the Opportunity Zone program was
created. In the president’s and other current government
officials’ communications, the Opportunity Zone
program has been more positively discussed than the
past administration. These sentiments may lead to an
opening to boost the opportunity zone tax incentive,
which could enable UMH to access more long-term
patient capital and grow UMH’s pipeline of acquisitions.
GARDEN VIEW ESTATES, Orangeburg, SC
Acquired in 2022
MIGHTY OAK, Albany, GA
Acquired in 2023
OPPORTUNITY ZONE FUND
Page 14
2024 ANNUAL REPORT
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, however 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
can now 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 relationship with Nuveen Real Estate.
The purpose of this 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 has a 60% equity position
while UMH has a 40% share in the joint venture. UMH
earns assets under management fees, development fees
and a 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 and look forward to investing in
and developing many communities together.
Through this joint venture relationship, we own two
communities in Sebring, FL, containing 363 sites. We are
making progress installing and filling homes at both the
Sebring Square and Rum Runner communities. These
communities are highly amenitized with a clubhouse,
swimming pool, bocce ball courts, pickleball courts, dog
park and more. These are some of the highest quality
communities in the country. Additionally, through
this joint venture relationship, we are managing the
development of a 113-site community in Honey Brook,
PA. Construction began in the fourth quarter of 2023
and is expected to be completed by the end of the
second quarter of 2025. We have already begun to order
our first few homes and once received, we will begin
installing homes for sale and for rent. This community
will also have high quality amenities, such as two
playgrounds, walking trail, basketball court, soccer field
and a serenity garden. We look forward to developing
communities like these throughout the country.
HONEY RIDGE, Honey Brook, PA
Opening in 2025
SEBRING SQUARE, Sebring, FL
Acquired in 2021
JOINT VENTURE
RUM RUNNER, Sebring, FL
Acquired in 2022
Page 15
2024 ANNUAL REPORT
At UMH, we believe that the true measure of
sustainability is based on sound practices that are
inherent and essential to operational performance.
These practices enhance both the effectiveness and
efficiency of our company, resulting in tangible impacts.
UMH’s sustainability approach is multifaceted. We first
focus on sustainable social infrastructure by offering
affordable monthly housing rates and best in class
financing terms. Additionally, the company is dedicated
to smart, conscious environmental initiatives. We
proudly carry out this mission thanks to the hard work
of our entire team and the strong leadership provided
by our governance.
It is important that our sustainability approach
aligns with the interests of residents, local officials,
shareholders, and other stakeholders. In our view,
sustainability is an ongoing progression that should
benefit everyone involved. It should not be a tradeoff
between environmental responsibility and shareholder
satisfaction, there are solutions that can foster prosperity
for all, and our portfolio exemplifies this belief.
Throughout 2024, UMH continued to increase its
positive impact on the country’s social infrastructure
by delivering over 500 attainable rental housing units
across our portfolio. Without relying on government
subsidies, our rents remain affordable for low-income
earners, and our best-in-class interest rates on chattel
financing help serve underserved markets with access
to financing. Beyond quality housing and affordability,
we prioritize safety by implementing a range of
measures, including Flock Safety cameras and other
security initiatives, to protect residents and employees
throughout the year.
The Company also continues to purchase energy-
efficient ENERGY STAR and Zero Energy Ready
homes built in ISO 14001-certified factories. We
are excited to introduce an innovative solar shingle
product on ENERGY STAR rated homes. We are
currently working on installing these shingles on the
Zero Energy homes we purchase, which will help make
their operational use net zero. This product offers a
significant benefit to our customers through reductions
in their electric utility bills. Sustainability highlights are
provided below; a more in depth analysis is available
in our annual Sustainability Report on our website at
www.umh.reit.
•
Electric Vehicle Infrastructure: To encourage the
use of electric vehicles, the Company has installed
EV chargers at our corporate office and is reviewing
our community portfolio to identify additional
installation locations.
•
Community Safety Enhancements: We have
strengthened
our
relationships
with
local
authorities and invested in new technologies, such
as Flock Safety cameras, to improve safety for both
residents and employees.
•
Commitment to Human Rights: The Company has
implemented a formal Human Rights Policy.
•
Transition to Renewable Energy: In Pennsylvania,
the Company transitioned the supply of 2.7 million
kWh of electricity to renewable sources as our
first step toward expanding our renewable energy
adoption. We are also in the process of finalizing
our first solar power purchase agreement.
SUSTAINABILITY
INSTALLATION OF SOLAR SHINGLES
AT CHAMPION HOMES, INC. FACTORY
IN PARTNERSHIP WITH GAF ENERGY
Page 16
2024 ANNUAL REPORT
THE “UMH TINY” SINGLE SECTION DUPLEX HOME IN PARTNERSHIP WITH CAVCO INDUSTRIES, INC. (two photos on the left)
THE UMH MULTI SECTION DUPLEX HOME IN PARTNERSHIP WITH CHAMPION HOMES, INC. (two photos on the right)
At the 2024 Innovative Housing Showcase in
Washington, D.C., the Company introduced the first
HUD Code home featuring solar shingles, which can
provide roughly 70–80% of the home’s electric needs.
The shingles were installed at the factory and shipped
on the home to the National Mall. This home is a multi-
section duplex, a recent development in the industry,
with each unit operating independently as a one-bath,
two-bedroom, 800 sq. ft. space. The additional unit
helps drive down costs for potential residents while also
enabling UMH to capitalize more effectively on each lot.
During the same showcase, UMH introduced what was
dubbed the “UMH Tiny,” a singlewide unit converted
into two separate units. This home results in two units
of approximately 500 sq. ft. each, featuring one bedroom
and one bathroom per unit. This innovation required a
change in HUD code regulations to better align with
the definitions of regular single-family homes in the
traditional market.
SHOWCASING INNOVATIVE DUPLEXES IN D.C.
UMH DUPLEX HOMES DISPLAYED AT THE INNOVATIVE HOUSING SHOWCASE, Washington, D.C. / June 2024
Page 17
2024 ANNUAL REPORT
UMH Properties, Inc. common shares are traded on the New York Stock Exchange (NYSE:UMH) and Tel Aviv Stock Exchange (TASE:UMH).
COMPANY GROWTH
RECENT SHARE ACTIVITY
$2,021.6
$1,914.4
Equity Market Capitalization
Preferred Equity
Total Debt
$1,509.3
$1,585.1
0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$2,373.2
($ in millions)
2024
2023
2022
2021
2020
2019
$2,481.7
64% Increase
2024
2023
High
Low
Distribution
High
Low
Distribution
First Quarter
$16.46
$14.09
$0.205
$18.87
$ 13.73
$0.205
Second Quarter
16.61
14.73
0.215
16.61
14.47
0.205
Third Quarter
20.64
15.83
0.215
16.85
13.77
0.205
Fourth Quarter
20.42
18.13
0.215
15.57
13.26
0.205
Total Distribution
$0.85
$0.82
Normalized FFO per Share
$0.93
$0.86
Share Volume
Opening Price
Closing Price
Dividend Paid
Total Return
(in thousands)
2024
107,236
$15.32
$18.88
$0.85
29.54%
2023
103,908
16.10
15.32
0.82
0.16%
2022
73,683
27.33
16.10
0.80
-38.65%
2021
61,549
14.81
27.33
0.76
91.42%
2020
39,972
15.73
14.81
0.72
-0.71%
2019
40,567
11.84
15.73
0.72
40.21%
Page 18
2024 ANNUAL REPORT
(Dollars in thousands except per share amounts) (unaudited)
Operating Information
December 31, 2024
December 31, 2023
Number of Communities(1)
139
135
Total Sites(1)
26,259
25,766
Rental and Related Income
$
207,019
$
189,749
Community Operating Expenses
$
87,354
$
81,343
Community NOI
$
119,665
$
108,406
Expense Ratio
42.2%
42.9%
Sales of Manufactured Homes
$
33,533
$
31,176
Number of Homes Sold
394
341
Number of Rentals Added, net
364
871
Net Income
$
21,441
$
7,851
Net Income (Loss) Attributable to Common Shareholders
$
2,472
$
(8,714)
Adjusted EBITDA excluding Non-Recurring Other Expense
$
113,958
$
101,870
FFO Attributable to Common Shareholders
$
66,259
$
51,069
Normalized FFO Attributable to Common Shareholders
$
69,489
$
54,533
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic
74,114
63,068
Diluted
74,912
63,681
Net Income (Loss) Attributable to Common Shareholders per Share
Basic and Diluted
$
0.03
$
(0.15)
FFO per Share
Basic
$
0.89
$
0.81
Diluted
$
0.88
$
0.80
Normalized FFO per Share
Basic
$
0.94
$
0.86
Diluted
$
0.93
$
0.86
Dividends per Common Share
$
0.85
$
0.82
Balance Sheet
Total Assets
$
1,563,728
$
1,427,577
Total Liabilities
$
647,819
$
720,783
Market Capitalization
Total Debt, Net of Unamortized Debt Issuance Costs
$
614,722
$
690,017
Equity Market Capitalization
$
1,546,449
$
1,041,422
Series D Preferred Stock
$
320,572
$
290,180
Total Market Capitalization
$
2,481,743
$
2,021,619
FINANCIAL HIGHLIGHTS
(1) Includes Duck River Estates and River Bluff Estates, two newly constructed communities in 2024, and Sebring Square and Rum Runner, two communities owned in a joint
venture with Nuveen Real Estate in which the company has a 40% interest for 2024.
Page 19
2024 ANNUAL REPORT
$0
$50
$100
$150
$200
$250
8,000
8,500
9,000
9,500
10,000
10,500
Occupied Rentals
Total Rentals
9,835
9,244
$111.9
$76.2
$188.1
$204.5
$81.1
$123.4
2024
2023
2024
2023
Community NOI
Community
Operating Expenses
Rental and
Related Income
SAME PROPERTY PERFORMANCE
SAME PROPERTY RENTAL OCCUPANCY
10,157
9,544
10.3% Increase
6.4% Increase
8.7% Increase
3.3% Increase
3.2% Increase
December 31, 2024
December 31, 2023
Total Sites
25,501
25,441
Occupied Sites
22,378
22,162
Occupancy %
87.8%
87.1%
Number of Properties
133
133
Total Rentals
10,157
9,835
Occupied Rentals
9,544
9,244
Rental Occupancy
94.0%
94.0%
Monthly Rent Per Site
$546
$519
Monthly Rent Per Home Including Site
$990
$933
($ in millions)
SAME PROPERTY STATISTICS
Page 20
2024 ANNUAL REPORT
COMPANY
COMPANY
10-K
10-K
FOREST PARK VILLAGE GARDEN, a Tribute to Gloria Landy
Cranberry Township, PA
-1-
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, 2024
[ ]
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)
Maryland
22-1890929
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer identification number)
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, $0.10 par value
UMH
New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value
UMH PRD
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. X Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. X Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). X Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer
X
Accelerated filer
Non-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, 2024 was $1.2 billion. Presuming that such directors and executive officers are affiliates of the
registrant, the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2024 was $1.1 billion.
The number of shares outstanding of issuer's common stock as of February 25, 2025 was 82,461,602 shares.
Documents Incorporated by Reference:
-Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2025 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, 2024.
-2-
TABLE OF CONTENTS
PART I ....................................................................................................................................... 3
Item 1 – Business ..................................................................................................................... 3
Item 1A – Risk Factors ........................................................................................................... 10
Item 1B – Unresolved Staff Comments ...................................................................................... 25
Item 1C – Cybersecurity .......................................................................................................... 25
Item 2 – Properties ................................................................................................................. 27
Item 3 – Legal Proceedings ...................................................................................................... 41
Item 4 – Mine Safety Disclosures .............................................................................................. 41
PART II .................................................................................................................................... 41
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities .............................................................................................................. 41
Item 6 – [Reserved] ................................................................................................................ 43
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ....... 43
Item 7A – Quantitative and Qualitative Disclosures about Market Risk ............................................ 54
Item 8 – Financial Statements and Supplementary Data ................................................................. 54
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....... 55
Item 9A – Controls and Procedures ........................................................................................... 55
Item 9B – Other Information .................................................................................................... 56
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections ................................... 56
PART III ................................................................................................................................... 57
Item 10 – Directors, Executive Officers and Corporate Governance ................................................. 57
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
-3-
PART I
Item 1 – Business
General Development of Business
UMH Properties, Inc. (“UMH”), together with its predecessors and consolidated subsidiaries, are referred to
herein as “we”, “us”, “our”, or “the Company”, unless the context requires otherwise.
UMH is a Maryland corporation that operates as a self-administered and self-managed qualified real estate
investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code (the “Code”). The Company elected
REIT status effective January 1, 1992 and intends to maintain its qualification as a REIT in the future. As a qualified
REIT, with limited exceptions, the Company will not be taxed under Federal and certain state income tax laws at the
corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs,
refer to Sections 856-860 of the Code.
UMH was incorporated in the state of New Jersey in 1968. On September 29, 2003, UMH changed its state
of incorporation from New Jersey to Maryland by merging with and into a Maryland corporation. Our executive
office is located in Freehold, New Jersey.
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. In 2022, the Company also formed an opportunity zone fund, UMH OZ Fund, LLC (“OZ
Fund”), to acquire, develop and redevelop manufactured home 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”). The purpose of this program is to encourage long-
term investment in economically distressed areas. The Company currently holds a 77% interest in the OZ Fund. Our
OZ Fund currently owns two communities, located in South Carolina and Georgia.
As of December 31, 2024, the Company operated 139 manufactured home communities, 137 of which are
communities in which the Company owns either a 100% or majority interest, containing a total of approximately
26,300 developed homesites on which approximately 10,300 Company-owned rental homes are situated. The 139
communities include (i) two communities in central Florida owned through a joint venture with Nuveen Real Estate
(“Nuveen” or “Nuveen Real Estate”) in which the Company has a 40% interest (Sebring Square and Rum Runner),
(ii) two communities in Tennessee, the Countryside Village expansion (Duck River Estates) and the Allentown
expansion (River Bluff Estates), that were previously part of other Company-owned communities but are now
considered separate communities, and (iii) two communities acquired through the Company’s OZ Fund. These 139
communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan,
Alabama, South Carolina, Florida and Georgia (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 or semi-attached, 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 homeowner leases the site from the Company on which the manufactured home
is located. 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 rules and
regulations and maintenance.
Manufactured homes are accepted by the public as a viable and economically attractive alternative to
conventional site-built single-family housing. The affordability of the modern manufactured home makes it a very
attractive housing alternative. Depending on the region of the country, prices per square foot for a new manufactured
-4-
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, environmentally friendly and streamlined
process as compared to a site-built home. In addition, manufactured homes are built in factories, shielded from the
weather related elements, using a controlled environment for efficiency and quality, with components assembled and
inspected before being transported to the final site.
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, splash pads, tennis & pickleball courts, dog parks and playgrounds.
Municipal water and sewer services are available in some manufactured home communities, while other communities
supply these services on-site.
Typically, our leases are on an annual or month-to-month basis, renewable upon the consent of both parties.
The community manager sells or leases homes to fill vacant sites, 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 multifamily 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 communities 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 manufactured homes to prospective
tenants. As of December 31, 2024, UMH owned approximately 10,300 rental homes, representing approximately
40% 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. In addition to leasing manufactured homes to residents, the Company sells and
finances, through a third-party lending program with Triad Financial Services, the sale of manufactured homes in our
communities through its 100% owned, fully consolidated subsidiary 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
can 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 107 communities containing approximately 18,800 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
other markets in the southeastern United States.
The Company also evaluates its 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
-5-
complete expansions translates to greater value creation and cash flow through operating efficiencies. The Company
has approximately 2,400 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 relationship with Nuveen Real Estate also provides
a source of financing for acquisitions of newly developed communities and development of new communities.
The Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of
Directors (the “Board”), such an acquisition is advantageous to the Company. During the years ended December 31,
2024 and 2023, 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 1.6% of undepreciated
assets (which is the Company’s total assets excluding accumulated depreciation) at December 31, 2024. These liquid
real estate holdings provide additional diversification, liquidity and income. The Company, from time to time, may
purchase these securities on margin when the interest and dividend yields exceed the cost of funds. However, we do
not intend to increase our investments in our REIT securities portfolio.
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 located within New York and New Jersey 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 2025 will be approximately $20 to $30 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. Our benefits programs are designed to achieve employee
satisfaction and advancement. As of February 20, 2025, the Company had approximately 513 employees, including
officers. Approximately half of our management team and 42% of our total employee population are female. Over
40% of our employees are 40 years of age or older and 24% are over 60 years of age. During each year, the Company
hires additional part-time and seasonal employees as groundskeepers and lifeguards and to conduct emergency repairs.
-6-
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, 2024:
Name
Age
Position
Eugene W. Landy
91
Chairman of the Board of Directors and Founder
Samuel A. Landy
64
President and Chief Executive Officer
Anna T. Chew
66
Executive Vice President, Chief Financial Officer and
Treasurer
Craig Koster
49
Executive Vice President, General Counsel and Secretary
Brett Taft
35
Executive Vice President and Chief Operating Officer
Sustainability 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 Vice President of Sustainability and Urban Development, and are regularly
reviewed by the Board and the Sustainability Subcommittee of the Nominating and Corporate Responsibility
Committee of the Board.
Investments in the Company’s common stock and preferred stock may be considered qualified sustainability
investments. Sustainalytics, which is a leading independent sustainability and corporate governance research ratings
and analytics firm, reviewed our Sustainable Finance Framework and agreed that we not only provide a social good
in the form of providing affordable housing, but also an environmental good for our conservation initiatives. The
framework is also in line with United Nations Sustainable Development Goals 6, 7 and 11.
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 sufficient revenue to maintain our profitability.
•
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.
-7-
•
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.
•
Many of our costs may be adversely impacted by continued heightened inflation.
•
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 relationship 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 property that is determined to be held for sale
to customers.
•
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.
-8-
General Risk Factors
•
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.
•
If we fail to maintain an effective system of internal controls, we may not be able to accurately report
financial results, which could result in a loss of investor confidence and adversely affect the market price
of our common stock.
•
Some of our directors and officers may have conflicts of interest with respect to certain related party
transactions and other business interests.
•
We may amend our business policies without shareholder approval.
•
Third-party expectations relating to environmental, social and governance factors may impose
additional costs and expose us to new risks.
•
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 may fluctuate significantly.
•
The market price and trading volume of our Series D Preferred Stock may fluctuate significantly.
•
Future issuance or sale of additional shares of Preferred Stock or Common Stock or other securities
could adversely affect the trading prices of our outstanding Series D Preferred Stock and Common 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 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.
•
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.
•
We are subject to restrictions that may impede our ability to effect a change in control.
•
We cannot assure you that we will be able to pay distributions regularly.
•
Dividends on our capital stock do not qualify for the reduced federal tax rates available for some
dividends (i.e., they are not qualified 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 operate in an intensely competitive business environment. We may not be as successful as our
competitors incorporating AI into our business or adapting to a rapidly changing marketplace.
•
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 OZ 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.
•
We face various risks and uncertainties related to public health crises, pandemics or other highly
infectious or contagious diseases.
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 the safe harbor from civil liability provided for such statements by the
Private Securities Litigation Reform Act of 1995 (set forth in 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”)).
-9-
Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking
statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals,
strategies, future events, performance and underlying assumptions and other statements that are not historical facts.
Forward-looking statements can be identified by their use of forward-looking words, such as “may,” “will,”
“anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those
words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future
performance, taking into account all information currently available to us. Forward-looking statements are not
predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible
events or factors, not all of which are known to us. Some of these factors are described below and under the headings
“Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”. These and other risks, uncertainties and factors could cause our actual results to differ materially from
those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the
date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those
events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important
factors that could cause actual results to differ materially from our expectations include, among others:
•
changes in the real estate market conditions and general economic conditions;
•
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 or increase rental rates and occupancy levels;
•
changes in market rates of interest;
•
inflation and increases in costs, including personnel, insurance 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;
•
litigation, judgments or settlements, including costs associated with prosecuting or defending claims and
any adverse outcomes;
•
changes in real estate and zoning laws and regulations;
•
legislative or regulatory changes, including changes to laws governing the taxation of REITs;
•
risks and uncertainties related to pandemics or other highly infectious or contagious diseases; 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”).
-10-
You should not place undue reliance on these forward-looking statements, as events described or implied in
such statements may not occur. The forward-looking statements contained in this Annual Report on Form 10-K speak
only as of the date hereof and the Company expressly disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or otherwise.
Available Information
Additional information about the Company can be found on the Company’s website which is located
at www.umh.reit. Information contained on or hyperlinked from our website is not incorporated by reference into and
should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. The Company
makes available, free of charge, on or through its website, annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
Item 1A – Risk Factors
Our business faces many risks. The following risk factors may not be the only risks we face but address what
we believe may be the material risks concerning our business at this time. If any of the risks discussed in this report
were to occur, our business, prospects, financial condition, results of operation and our ability to service our debt
and make distributions to our shareholders could be materially and adversely affected and the market price per share
of our stock could decline significantly. Some statements in this report, including statements in the following risk
factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding
Forward-Looking Statements.”
Real Estate Industry Risks
General economic conditions and the concentration of our properties in certain states may affect our
ability to generate sufficient revenue to maintain our profitability. 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 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 or other highly infectious or contagious diseases;
•
increased operating costs, including insurance premiums, real estate taxes and utilities; and
-11-
•
the enactment of rent control laws or laws taxing the owners of manufactured homes.
Our income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be
rented on favorable terms. If we were unable to promptly relet or renew the leases for a significant number of sites,
or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then our business and
results of operations could be adversely affected. In addition, certain expenditures associated with each property (such
as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income
from the property.
We may be unable to compete with our larger competitors for acquisitions, which may increase prices for
communities. The real estate business is highly competitive. We compete for manufactured home community
investments with numerous other real estate entities, such as individuals, corporations, REITs and other enterprises
engaged in real estate activities. In many cases, the competing companies 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
prices 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 the 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;
-12-
•
we may incur construction and development costs for a community which exceed our original
estimates due to increased materials, labor or other costs, which could make completion of the
community uneconomical and we may not be able to increase rents to compensate for the increase
in development costs which may impact our profitability;
•
we may be unable to secure long‑term financing on completion of development resulting in
increased debt service and lower profitability; and
•
occupancy rates and rents at a newly developed community may fluctuate depending on several
factors, including market and economic conditions, which may result in the community not being
profitable.
If any of the above were to occur, our business and results of operations could be adversely affected.
We may be unable to sell properties when appropriate because real estate investments are illiquid. Real
estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property
portfolio promptly in response to changes in economic or other conditions. In addition, the Code limits our ability to
sell our properties. The inability to respond promptly to changes in the performance of our property portfolio could
adversely affect our financial condition and ability to service our debt and make distributions to our shareholders.
Our ability to sell manufactured homes may be affected by various factors, which may in turn adversely
affect our profitability. S&F operates in the manufactured home market offering homes for sale to tenants and
prospective tenants of our communities. The market for the sale of manufactured homes may be adversely affected
by the following factors:
•
downturns in economic conditions which adversely impact the housing market;
•
an oversupply of, or a reduced demand for, manufactured homes;
•
the ability of manufactured home manufacturers to adapt to change in the economic climate and the
availability of units from these manufacturers;
•
the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened
lending criteria; and
•
an increase or decrease in the rate of manufactured home repossessions which provide aggressively
priced competition to new manufactured home sales.
Any of the above listed factors could adversely impact our rate of manufactured home sales, which would
result in a decrease in profitability.
Licensing laws and compliance could affect our profitability. Our subsidiary S&F is subject to the Secure
and Fair Enforcement for Mortgage Licensing Act of 2008 (“SAFE Act”), which requires that we obtain appropriate
licenses pursuant to the Nationwide Mortgage Licensing System & Registry in each state where S&F conducts
business. There are extensive federal and state requirements mandated by the SAFE Act and other laws pertaining to
financing, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and there can be no assurance
that we will obtain or renew our SAFE Act licenses, which could result in fees and penalties and have an adverse
impact on our ability to continue with our home financing activities.
The termination of our third-party lending program could adversely affect us. S&F currently relies
exclusively on its third-party lending program for all loan origination and servicing activity. As a result, the
termination of our third-party lending program could impact our ability to continue with our home financing activities.
Many of our costs may be adversely impacted by continued heightened inflation. A sustained or further
increase in inflation could have an adverse impact on our general and administrative and operating expenses, including
the costs of personnel, professional fees, insurance, utilities, security, and the purchase of manufactured homes, and
otherwise adversely affect our business and results of operations. While we expect to recover some cost increases
through increases in our rental rates, there can be no assurance that higher operating expenses resulting from
inflationary pressures will be fully offset by higher rental rates. As a result, to the extent the inflation rate exceeds the
annual rent increases we are able to institute, we may not adequately mitigate the impact of inflation, which may
adversely affect our business, financial condition, results of operations, and cash flows.
-13-
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete
development projects, including, but not limited to, costs of construction equipment and materials, labor and services
from third-party contractors and suppliers. Higher construction costs could adversely impact our development projects
and thereby our business, financial condition and results of operations.
Costs associated with taxes and regulatory compliance may reduce our revenue. We are subject to
significant regulation that inhibits our activities and may increase our costs. Local zoning and use laws, environmental
statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities.
These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the
Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could
result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional
requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply
with such requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may
adversely affect our funds from operations and our ability to pay or refinance our debt. Similarly, changes in laws
increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on
discharges or other conditions may result in significant unanticipated expenditures, which would adversely affect our
business and results of operations.
Laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and
to what extent owners or operators of property can charge renters for provision of utilities. Such laws can also regulate
the operations and performance of utility systems and may impose fines and penalties on real property owners or
operators who fail to comply with these requirements. The laws and regulations may also require capital investment
to maintain compliance.
Rent control legislation may harm our ability to increase rents. State and local rent control laws in certain
jurisdictions may limit our ability to increase rents and to recover increases in operating expenses and the costs of
capital improvements. In 2019, the State of New York enacted the Housing Stability and Tenant Protection Act of
2019, which, among other things, set maximum collectible rent increases. Rent control also affects three of our
manufactured home communities in New Jersey. Enactment of such laws has been considered at various times in
other jurisdictions. We presently expect to continue to maintain properties, and may purchase additional properties,
in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.
Environmental liabilities could affect our profitability. Under various federal, state and local laws,
ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of
certain hazardous substances at, on, under or in such property, as well as certain other potential costs relating to
hazardous or toxic substances. Such laws often impose such liability without regard to whether the owner knew of,
or was responsible for, the presence of such hazardous substances. A conveyance of the property, therefore, does not
relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be
required by law to investigate and clean up hazardous substances released at or from the properties we currently own
or operate or have in the past owned or operated. We may also be liable to the government or to third parties for
property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the
contaminated site in favor of the government for damages and costs the government incurs in connection with the
contamination. Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real
estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for
the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another
person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-
containing materials and for the release of such materials into the air. These laws may provide for third parties to seek
recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.
In connection with the ownership, operation, management, and development of real properties, we may be considered
an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs, and also
may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or
disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the
removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our
investment properties which would have a material adverse effect on our business, assets, or results of operations.
However, we cannot assure you that environmental liabilities will not arise in the future and that such liabilities will
not have a material adverse effect on our business, assets or results of operations.
-14-
Of the 139 manufactured home communities we operated as of December 31, 2024, 45 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.
In connection with the management of its properties or upon acquisition or financing of a property, the
Company authorizes the preparation of Phase I or similar environmental reports (which involves general inspections
without soil sampling or ground water analysis) completed by independent environmental consultants. Based upon
such environmental reports and the Company’s ongoing review of its properties, as of the date of this Annual Report,
the Company is not aware of any environmental condition with respect to any of its properties which it believes would
be reasonably likely to have a material adverse effect on its financial condition and/or results of operations. However,
these reports cannot reflect conditions arising after the studies were completed, and no assurances can be given that
existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or
neighboring owner or operator did not create any material environmental condition not known to us, or that a material
environmental condition does not otherwise exist as to any one or more properties.
Some of our properties are subject to potential natural or other disasters. Certain of our manufactured home
communities are located in areas that may be subject to natural disasters, including our manufactured home
communities in flood plains, in areas that may be adversely affected by tornados and in coastal regions that may be
adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other
severe weather conditions. The occurrence of natural disasters may delay redevelopment or development projects,
increase investment costs to repair or replace damaged properties, increase future property insurance costs and
negatively impact the tenant demand for lease space. To the extent insurance is unavailable to us or is unavailable on
acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results
of operations could be adversely affected.
Climate change may adversely affect our business. To the extent that significant changes in the climate
occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and
temperature, all of which may result in physical damage to or a decrease in demand for properties located in these
areas or affected by these conditions. Should the impact of climate change be material in nature, including significant
property damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or
results of operations may be adversely affected. In addition, changes in federal, state and local legislation and
regulations based on concerns about climate change could result in increased capital expenditures on our properties
(for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding
increase in revenue, resulting in adverse impacts to our net income.
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our
properties which could adversely affect our business. We compete with other owners and operators of manufactured
home community properties, some of which own properties similar to ours in the same submarkets in which our
properties are located. The number of competitive manufactured home community properties in a particular area
could have a material adverse effect on our ability to attract tenants, lease sites and maintain or increase rents charged
at our properties or at any newly acquired properties. In addition, other forms of multifamily residential properties,
such as private and federally funded or assisted multifamily 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, but not limited to, 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
-15-
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 relationship 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 joint
venture arrangements with Nuveen Real Estate to acquire manufactured home communities that are recently
developed or under development. It is possible that our joint venture partner, Nuveen Real Estate, may have business
interests, goals, priorities or concerns that are different from our business interests, goals, priorities or concerns.
Although we manage the joint venture entities and their properties, we do not have full control over decisions and
require approval of Nuveen Real Estate for major decisions. As a result, we may face the risk of disputes, including
potential deadlocks in making decisions. In addition, the joint venture agreements provide that until the capital
contributions to the joint venture entities 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 entities 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 applicable joint venture entity at 98% of its value. There are also significant restrictions on our ability to exit
the joint venture. Any of these provisions could adversely affect us.
Financing Risks
We face risks generally associated with our debt. We finance a portion of our investments in properties and
marketable securities through debt. We are subject to the risks normally associated with debt financing, including the risk
that our cash flow will be insufficient to meet required payments of principal and interest. In addition, debt creates other
risks, including:
•
rising interest rates on our variable rate debt;
•
inability to repay or refinance existing debt as it matures, which may result in forced disposition of
assets on disadvantageous terms;
•
refinancing terms less favorable than the terms of existing debt; and
•
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 Series D
Preferred Stock and Common Stock and any other securities we issue. Additional debt financing may substantially
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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
may vote to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT.
We could therefore become more highly leveraged, resulting in an increased risk of default on our obligations and in
an increase in debt service requirements, which could adversely affect our financial condition and results of operations
and our ability to pay distributions to shareholders.
We are subject to risks associated with the current interest rate environment, and changes in interest rates
may affect our cost of capital and, consequently, our financial results. Changing interest rates may have
unpredictable effects on markets, may result in heightened market volatility, may slow economic growth and/or cause
a recession, 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 and could result in the decline of the market price of our
Series D Preferred Stock and Common Stock and any other securities we issue, which may adversely impact our
ability and willingness to raise equity capital on favorable terms, including through our At-the-Market Sale Programs
(as defined below). 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 privatize or 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 using our third-party lending program
with Triad Financial Services. We allow banks and outside finance companies the first opportunity to finance these
sales. We are subject to the following risks in financing these homes:
•
the borrowers may default on these loans and not be able to make debt service payments or pay
principal when due;
•
the default rates may be higher than we anticipate;
•
demand for consumer financing may not be as great as we anticipate or may decline;
•
the value of property securing the installment notes receivable may be less than the amounts owed;
and
•
interest rates payable on the installment notes receivable may be lower than our cost of funds.
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Additionally, there are many regulations pertaining to our home sales and financing activities. There are
significant consumer protection laws and the regulatory framework may change in a manner which may adversely
affect our operating results. The regulatory environment and associated consumer finance laws create a risk of greater
liability from our home sales and financing activities and could subject us to additional litigation. We are also
dependent on licenses granted by state and other regulatory authorities, which may be withdrawn or which may not
be renewed and which could have an adverse impact on our ability to continue with our home sales and financing
activities.
Risks Related to our Status as a REIT
If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a
REIT. To qualify as a REIT, we must, among other things, satisfy two gross income tests, under which specified
percentages of our gross income must be certain types of passive income, such as rent. For the rent paid pursuant to our
leases to qualify for purposes of the gross income tests, the leases must be respected as true leases for federal income tax
purposes and not be treated as service contracts, joint venture 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:
•
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 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 property that is determined to be held for sale to
customers. 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,
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however, that we will only make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully
assert that one or more of such sales are prohibited transactions.
We may be adversely affected if we fail to qualify as a REIT. If we fail to qualify as a REIT, we will not be
allowed to deduct distributions to shareholders in computing our taxable income and will be subject to federal income
tax at regular corporate rates and possibly increased state and local taxes. In addition, we might be barred from
qualification as a REIT for the four years following the year of disqualification. The additional tax incurred at regular
corporate rates would reduce significantly the cash flow available for distribution to shareholders and for debt service.
Furthermore, we would no longer be required to make any distributions to our shareholders as a condition to REIT
qualification. Any distributions to shareholders would be taxable as ordinary income to the extent of our current and
accumulated earnings and profits, although such dividend distributions to non-corporate shareholders would be subject
to a maximum federal income tax rate of 20% (and potentially a federal tax on net investment income 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
continually 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 Trump 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.
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
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similar arrangements between unrelated parties, and may assess the above 100% penalty tax or make other reallocations
of income or loss. This would result in unexpected tax liability which would adversely affect our cash flows.
Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our income
and property. For example, we will be taxed at regular corporate rates on any undistributed taxable income, including
undistributed net capital gains; provided, however, that properly designated undistributed capital gains will effectively
avoid taxation at the shareholder level. We may be subject to other Federal income taxes and may also have to pay some
state income or franchise taxes because not all states treat REITs in the same manner as they are treated for federal income
tax purposes.
General Risk Factors
Global and regional economic conditions could materially adversely affect our 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 impact our 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 our suppliers. Further, our business and properties could be materially
adversely affected by changes in national and international political, environmental and socioeconomic circumstances
(including wars, terrorist acts or security operations) and their impact on macroeconomic conditions. Coupled with changes
in Federal Reserve policies on interest rates and other economic disruptions, such circumstances may exacerbate inflation
and adversely affect economic and market conditions, the level and volatility of real estate and securities prices and the
liquidity of our investments. As military conflicts and related economic sanctions continue to evolve, it has become
increasingly difficult to predict the impact of these events.
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.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial
results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.
We are required by securities laws and provisions of our debt instruments to establish and maintain internal control over
financial reporting and disclosure controls and procedures. 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
in accordance with generally accepted accounting principles. Disclosure controls and procedures are processes designed
to ensure that information required to be disclosed is communicated to management and reported in a timely manner. We
cannot be certain that we will be successful in continuing to maintain adequate control over our financial reporting and
disclosure controls and procedures. Deficiencies, including any material weakness, in our internal control over financial
reporting that may occur could result in misstatements or restatements of our financial statements or a decline in the price
of our securities. In addition, as our business continues to grow, and as we continue to make significant acquisitions, our
internal controls will become more complex and may require significantly more resources to ensure that our disclosure
controls and procedures remain effective. Acquisitions can pose challenges in implementing the required processes,
procedures and controls in the operations of the companies that we acquire. Any companies that are acquired by us may
not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as
those required by the securities laws that currently apply to us. Moreover, the existence of any material weakness or
significant deficiency in our internal controls and procedures would require management to devote significant time and
incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not
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be able to remediate any such material weaknesses or significant deficiencies in a timely manner. If we do not maintain an
effective system of internal controls and cannot provide reliable financial reports, our reputation, operating results and
access to capital could be materially adversely affected, which could lead to a loss of confidence by investors in our
reported financial information, which in turn could adversely affect the trading price of our common stock and preferred
stock.
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 the
Company, previously owned a 24% interest in the entity that is the landlord of the property in Freehold, New Jersey where
the Company’s executive offices are located. Effective January 2023, Mr. Eugene Landy transferred this ownership to his
son, 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 these executive offices in Freehold, New
Jersey which combined the existing corporate office space with additional adjacent office space. This new lease extended
the previous lease through April 30, 2027 and required 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 and is Samuel A. Landy’s son, owns a 0.96% interest, and the Samuel Landy
Family Limited Partnership (of which Daniel Landy is the sole general partner) owns a 0.96% interest in the OZ Fund,
that was formed by the Company in 2022. In addition, one of the Company’s independent directors owns a 0.96% interest
in the OZ Fund.
We may amend our business policies without shareholder approval. Our Board determines our growth,
investment, financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our Board
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 fully serve the interests of all shareholders.
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 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
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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 rate of inflation;
•
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;
•
war, terrorist acts and epidemic disease, including pandemics or other highly infectious or contagious diseases;
•
our issuance of debt or preferred equity securities;
•
our financial condition, results of operations and prospects; and
•
the realization of any of the other risk factors presented in this Annual Report on Form 10-K.
In the past, securities class action litigation has often been instituted against companies following periods of volatility
in the price of their Common Stock. This type of litigation could result in substantial costs and divert our management’s
attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and
per-share trading price of our Common Stock.
The market price and trading volume 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.
Future issuance or sale of additional shares of Preferred Stock or Common Stock or other securities
could adversely affect the trading prices of our outstanding Series D Preferred Stock and Common Stock. Future
issuances or sales of substantial numbers of shares of our Preferred Stock or Common Stock or other securities in the
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public market, or the perception that such issuances or sales might occur, could adversely affect the per-share trading
prices of our Preferred Stock or Common Stock. The per-share trading price of our Preferred Stock or Common Stock
may decline significantly upon the sale or registration of additional shares of our Preferred Stock or Common Stock
or other securities.
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 Series D
Preferred Stock or Common 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 NYSE and the 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.
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 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
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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 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 may
determine.
•
“Business combination” provisions that provide that, unless exempted, a Maryland corporation may not
engage in certain business combinations, including mergers, dispositions of 10% or more of its assets,
certain issuances of shares of stock and other specified transactions, with an “interested shareholder” or
an affiliate of an interested shareholder for five years after the most recent date on which the interested
shareholder became an interested shareholder, and thereafter unless specified criteria are met. An
interested shareholder is defined generally as any person who beneficially owns 10% or more of the
voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding
voting stock at any time within the two-year period immediately prior to the date in question.
•
The duties of directors of a Maryland corporation do not require them to, among other things (a) accept,
recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b)
authorize the corporation to redeem any rights under, or modify or render inapplicable, any shareholders
rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland
Control Share Acquisition Act to exempt any person or transaction from the requirements of those
provisions, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an
acquisition or potential acquisition of control of the corporation or the amount or type of consideration
that may be offered or paid to the shareholders in an acquisition.
We cannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the
future is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our
subsidiaries and is subject to limitations under our financing arrangements and Maryland law. Under the Maryland General
Corporation Law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution,
the corporation would not be able to pay its debts as the debts became due in the usual course of business, or the
corporation’s total assets would be less than the sum of its total liabilities plus, unless the charter permits otherwise, the
amount that would be needed if the corporation were to be dissolved at the time of the distribution to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the
distribution. Accordingly, we cannot guarantee that we will be able to pay distributions on a regular quarterly basis in the
future.
Dividends on our capital stock do not qualify for the reduced federal tax rates available for some dividends
(i.e., they are not qualified 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
qualified 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, currently
expires after 2025.
-24-
We are subject to risks arising from litigation. We may become involved in litigation. Litigation can be
costly, and the results of litigation are often difficult to predict. We may not have adequate insurance coverage or
contractual protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation to
enforce our rights, we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we
believe are owed to us. We may have little or no control of the timing of litigation, which presents challenges to our
strategic planning.
Future terrorist attacks and military conflicts could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity. Among other things, it is possible that interest rates may be
affected by these events. An increase in interest rates may increase our costs of borrowing, leading to a reduction in our
earnings. Terrorist acts affecting our properties could also result in significant damages to, or loss of, our properties.
Additionally, we may be unable to obtain adequate insurance coverage on acceptable economic terms for losses resulting
from acts of terrorism. Our lenders may require that we carry terrorism insurance even if we do not believe this insurance
is necessary or cost effective. Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits,
we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining
obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types
would adversely affect our financial condition.
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have
other adverse effects on us and the market price of our capital stock. Uncertainty in the stock and credit markets may
negatively impact our ability to access additional financing at reasonable terms, which may negatively affect our ability to
acquire properties and otherwise pursue our investment strategy. A prolonged downturn in the stock or credit markets may
cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our investment
strategy accordingly. These types of events in the stock and credit markets may make it more difficult or costly for us to
raise capital through the issuance of the Series D Preferred Stock, Common Stock or other equity or debt securities. The
potential disruptions in the financial markets may have a material adverse effect on the market value of the Series D
Preferred Stock and Common Stock, any other securities we issue, and/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. We may be unable to identify, investigate
or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools
(including generative artificial intelligence and other machine learning techniques) that can avoid detection,
circumvent security controls, and even remove or obfuscate forensic evidence. 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. There can be no assurance that
our security measures taken to manage the risk of a security breach, cyber-attack or disruption will be effective or that
attempted security breaches, cyber-attacks or disruptions would not be successful or damaging.
-25-
As new technologies, including tools that harness generative artificial intelligence and other machine learning
techniques, rapidly develop and become accessible, the use of such new technologies by us will present additional
known and unknown risks, including, among others, the risk that confidential information may be stolen,
misappropriated or disclosed and the risk that we may rely on incorrect, unclear or biased outputs generated by such
technologies, any of which could have an adverse impact on us and our business.
We operate in an intensely competitive business environment. We may not be as successful as our
competitors incorporating AI into our business or adapting to a rapidly changing marketplace.
Our competitors may be larger, more diversified, better funded, and have access to more advanced
technology, including AI. These competitive advantages may enable our competition to innovate better and more
quickly, to compete more effectively, causing us to lose business and profitability. Burgeoning interest in AI may
increase our competition and disrupt our business model. AI may lower barriers to entry in our industry and we may
be unable to effectively compete with the products or services offered by new competitors. AI-related changes to the
products and services may affect our customers’ expectations, requirements, or tastes in ways we cannot adequately
anticipate or adapt to, causing our business to lose market share or affect our ability to operate profitably and
sustainably.
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.
Our OZ 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. Some aspects of the qualified opportunity
zone rules adopted by the Internal Revenue Service remain uncertain. Legislation may be needed to clarify certain of
the provisions in the qualified opportunity zone rules and to give proper effect to Congressional intent as expressed in
the TCJA. No assurance can be provided that additional legislation will be enacted, and even if enacted, that such
additional legislation will clearly address all items that require or would benefit from clarification. It is unclear if
additional guidance will be released, or in what manner the Treasury Department will resolve any remaining areas of
uncertainty. Accordingly, there can be no guarantee that our OZ 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.
We face various risks and uncertainties related to public health crises, pandemics or other highly infectious
or contagious diseases. Although the World Health Organization declared the public health emergency to be over, we face
various risks and uncertainties related to public health crises which may disrupt financial markets and significantly
impacted worldwide economic activity. A further epidemic, pandemic or other future health crisis, as well as mandatory
and voluntary actions taken to mitigate the public health impact of any such health crisis may have a material adverse
effect on our business, financial condition, liquidity, results of operations and prospects.
Item 1B – Unresolved Staff Comments
None.
Item 1C – Cybersecurity
-26-
The Company’s Board and its Cybersecurity Subcommittee are responsible for overseeing the Company’s
risk management program and cybersecurity is a critical element of this program. Management is responsible for the
day-to-day administration of the Company’s risk management program and its cybersecurity policies, processes, and
practices. The Company’s cybersecurity policies, standards, processes, and practices are based on recognized
frameworks established by the National Institute of Standards and Technology, the International Organization for
Standardization and other applicable industry standards and are fully integrated into the Company’s overall risk
management system and processes. In general, the Company seeks to address material cybersecurity threats through
a company-wide approach that addresses the confidentiality, integrity, and availability of the Company’s information
systems or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity
issues as they occur.
Cybersecurity Risk Management and Strategy
The Company’s cybersecurity risk management strategy focuses on several areas:
•
Identification and Reporting: The Company has implemented a comprehensive, cross-functional
approach to assessing, identifying and managing material cybersecurity threats and incidents. The
Company’s program includes controls and procedures to properly identify, classify and escalate certain
cybersecurity incidents to provide management visibility and obtain direction from management as to
the public disclosure and reporting of material incidents in a timely manner.
•
Technical Safeguards: The Company implements technical safeguards that are designed to protect the
Company’s information systems from cybersecurity threats. The company uses a managed antivirus
platform to scan for viruses, manage patching and updates, and provide remote support and monitoring
tools. Firewalls, web filtration, network intrusion prevention measures, monitoring nodes, and network
access controls are evaluated annually and improved through vulnerability assessments. All company
accounts have strong passwords and two factor authentication, where available. The Information
Technology (“IT”) Department researches emerging cybersecurity threats and keeps employees
informed on the best security practices. We have also implemented Threatlocker on our corporate
machines, a zero trust program that will prevent unapproved software to run.
•
Incident Response and Recovery Planning: The Company has established and maintains
comprehensive incident response, business continuity, and disaster recovery plans designed to address
the Company’s response to a cybersecurity incident. The Company conducts regular tabletop exercises
to test these plans and ensure personnel are familiar with their roles in a response scenario.
•
Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to
identifying and overseeing material cybersecurity threats presented by third parties, including vendors,
service providers, and other external users of the Company’s systems, as well as the systems of third
parties that could adversely impact our business in the event of a material cybersecurity incident
affecting those third-party systems, including any outside auditors or consultants who advise on the
Company’s cybersecurity systems.
•
Education and Awareness: The Company provides regular, mandatory training for all levels of
employees regarding cybersecurity threats as a means to equip the Company’s employees with effective
tools to address cybersecurity threats, and to communicate the Company’s evolving information
security policies, standards, processes, and practices.
The Company conducts periodic assessment and testing of the Company’s policies, standards, processes, and
practices in a manner intended to address cybersecurity threats and events. The Company conducts annual reviews of
backup logs, access privileges, financial transactions, and application updates. Backups are tested for integrity and
functionality. The company regularly conducts seminars on the rollout of new applications and features for employees,
as well as administering phishing testing and security awareness training. The results of such assessments, audits, and
reviews are evaluated by management and reported to the Cybersecurity Subcommittee and the Board, and the
Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information
provided by these assessments, audits, and reviews.
-27-
Governance
The Board, in coordination with the Cybersecurity Subcommittee, oversees the Company’s risk management
program, including the management of cybersecurity threats. The Board and the Cybersecurity Subcommittee each
receive regular presentations and reports on developments in the cybersecurity space, including risk management
practices, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews,
the threat environment, technological trends, and information security issues encountered by the Company’s peers and
third parties. The Board and the Cybersecurity Subcommittee also receive prompt and timely information regarding
any cybersecurity risk that meets pre-established reporting thresholds, as well as ongoing updates regarding any such
risk. On an annual basis, the Board and the Cybersecurity Subcommittee discuss the Company’s approach to
overseeing cybersecurity threats with the Company’s IT Department and members of senior management.
The IT Department, in coordination with members of senior management including the Executive Vice
President, Chief Financial Officer and Treasurer, the Executive Vice President and Chief Operating Officer and the
Executive Vice President, General Counsel and Secretary, works collaboratively across the Company to implement a
program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond
to any material cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To
facilitate the success of the Company’s cybersecurity program, cross-functional teams throughout the Company
address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with these
teams, the IT Department and senior management are informed about and monitor the prevention, detection, mitigation
and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the
Cybersecurity Subcommittee when appropriate.
The members of the IT Department have served in various roles in information technology and information
security for over six years. The IT Systems Administrators have experience in monitoring arising security threats,
creating documented cybersecurity and technology usage policies, and bringing companies into compliance with
cybersecurity regulations.
Material Effects of Cybersecurity Incidents
As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of
any previous cybersecurity incidents, that have materially affected the Company, including its business strategy,
results of operations, or financial condition, nor, in our view, are such threats currently reasonably likely to materially
affect the Company.
Item 2 – Properties
UMH Properties, Inc. is engaged in the ownership and operation of manufactured home communities. As of
December 31, 2024, the Company operated 139 manufactured home communities, 137 of which are communities in
which the Company owns either a 100% or majority interest, containing a total of approximately 26,300 developed
homesites, on which approximately 10,300 Company-owned rental homes are situated. The 139 communities include
(i) two communities in central Florida owned through a joint venture with Nuveen Real Estate in which the Company
has a 40% interest (Sebring Square and Rum Runner), (ii) two communities in Tennessee, the Countryside Village
expansion (Duck River Estates) and the Allentown expansion (River Bluff Estates), that were previously part of other
company-owned communities but are now considered separate communities, and (iii) two communities acquired
through the Company’s OZ Fund. These 139 communities are located in New Jersey, New York, Ohio, Pennsylvania,
Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. 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,
2024.
-28-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Allentown
434
97%
97%
74
168
$601
4912 Raleigh-Millington Road
Memphis, TN 38128
Arbor Estates
230
94%
96%
30
1
$900
1081 North Easton Road
Doylestown, PA 18902
Auburn Estates
42
88%
93%
13
-0-
$472
919 Hostetler Road
Orrville, OH 44667
Bayshore Estates
204
82%
86%
56
-0-
$410
105 West Shoreway Drive
Sandusky, OH 44870
Birchwood Farms
143
97%
98%
28
-0-
$591
8057 Birchwood Drive
Birch Run, MI 48415
Boardwalk
195
100%
98%
45
-0-
$498
2105 Osolo Road
Elkhart, IN 46514
Broadmore Estates
388
94%
92%
93
19
$591
148 Broadmore Estates
Goshen, IN 46528
Brookside Village
170
84%
82%
37
2
$587
107 Skyline Drive
Berwick, PA 18603
Brookview Village
190
93%
93%
50
60
$653
2025 Route 9N, Lot 137
Greenfield Center, NY 12833
Camelot Village
134
85%
91%
47
35
$382
2700 West 38th Street
Anderson, IN 46013
Camelot Woods
153
67%
63%
32
-0-
$374
124 Clairmont Drive
Altoona, PA 16601
Candlewick Court
211
83%
84%
40
-0-
$601
1800 Candlewick Drive
Owosso, MI 48867
Carsons
122
94%
96%
14
48
$474
649 North Franklin Street Lot 116
Chambersburg, PA 17201
Catalina
458
89%
84%
75
26
$551
6501 Germantown Road
Middletown, OH 45042
-29-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Cedarcrest Village
283
99%
98%
71
30
$760
1976 North East Avenue
Vineland, NJ 08360
Center Manor
95
25%
24%
16
2
$500
400 Center Manor Drive
Monaca, PA 15061
Chambersburg I & II
95
84%
92%
11
-0-
$456
5368 Philadelphia Avenue Lot 34
Chambersburg, PA 17201
Chelsea
85
95%
99%
12
-0-
$485
459 Chelsea Lane
Sayre, PA 18840
Cinnamon Woods
69
91%
98%
29
48
$656
70 Curry Avenue
Conowingo, MD 21918
City View
57
100%
93%
20
2
$368
110 Fort Granville Lot C5
Lewistown, PA 17044
Clinton Mobile Home Resort
116
100%
100%
23
1
$545
60 North State Route 101
Tiffin, OH 44883
Collingwood
102
88%
87%
20
-0-
$552
358 Chambers Road Lot 001
Horseheads, NY 14845
Colonial Heights
159
89%
97%
31
1
$421
917 Two Ridge Road
Wintersville, OH 43953
Countryside Estates
164
90%
95%
44
20
$463
1500 East Fuson Road
Muncie, IN 47302
Countryside Estates
140
90%
97%
27
-0-
$468
6605 State Route 5
Ravenna, OH 44266
Countryside Village
349
95%
98%
74
-0-
$503
200 Early Road
Columbia, TN 38401
Cranberry Village
187
97%
95%
36
-0-
$740
100 Treesdale Drive
Cranberry Township, PA 16066
Crestview
97
93%
96%
19
-0-
$442
Wolcott Hollow Road & Route 220
Athens, PA 18810
-30-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Cross Keys Village
132
92%
92%
21
2
$600
259 Brown Swiss Circle
Duncansville, PA 16635
Crossroads Village
34
79%
79%
9
-0-
$500
549 Chicory Lane
Mount Pleasant, PA 15666
Dallas Mobile Home Community
142
87%
94%
21
-0-
$347
1104 North 4th Street
Toronto, OH 43964
Deer Meadows
98
98%
94%
22
8
$438
12921 Springfield Road
New Springfield, OH 44443
Deer Run
179
72%
68%
33
-0-
$199
3142 Flynn Road Lot 194
Dothan, AL 36303
Duck River Estates
91
89%
88%
38
70
$537
1500 Whistling Duck Road
Columbia, TN 38401
D & R Village
236
94%
94%
44
-0-
$716
430 Route 146 Lot 65A
Clifton Park, NY 12065
Evergreen Estates
55
100%
100%
10
3
$468
425 Medina Street
Lodi, OH 44254
Evergreen Manor
66
95%
89%
7
-0-
$475
26041 Aurora Avenue
Bedford, OH 44146
Evergreen Village
50
92%
90%
10
4
$496
9249 State Route 44
Mantua, OH 44255
Fairview Manor
316
94%
95%
66
132
$851
2110 Mays Landing Road
Millville, NJ 08332
Fifty-One Estates
170
86%
84%
42
6
$551
Hayden Boulevard
Elizabeth, PA 15037
Fohl Village
315
81%
79%
126
44
$417
5729 Joleda Drive SW
Canton, OH 44706
Forest Creek
167
93%
98%
37
-0-
$629
855 East Mishawaka Road
Elkhart, IN 46517
-31-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Forest Park Village
247
90%
89%
79
-0-
$670
102 Holly Drive
Cranberry Township, PA 16066
Fox Chapel Village
121
95%
99%
23
2
$473
1 Greene Drive
Cheswick, PA 15024
Frieden Manor
193
98%
98%
42
99
$580
102 Frieden Manor
Schuylkill Haven, PA 17972
Friendly Village
824
61%
58%
101
-0-
$495
27696 Oregon Road
Perrysburg, OH 43551
Garden View Estates (1)
181
45%
34%
31
8
$233
100 Citrus Circle
Orangeburg, SC 29115
Green Acres
24
100%
96%
6
-0-
$480
4496 Sycamore Grove Road
Chambersburg, PA 17201
Gregory Courts
39
92%
100%
9
-0-
$798
1 Mark Lane
Honey Brook, PA 19344
Hayden Heights
115
100%
99%
25
-0-
$530
5501 Cosgray Road
Dublin, OH 43016
Heather Highlands
368
86%
84%
79
-0-
$594
109 Main Street
Inkerman, PA 18640
Hidden Creek
349
74%
73%
69
19
$408
6400 South Dixie Highway
Erie, MI 48133
High View Acres
154
84%
84%
43
-0-
$503
247 Murray Lane
Export, PA 15632
Highland
246
89%
88%
42
-0-
$516
1875 Osolo Road
Elkhart, IN 46514
Highland Estates
318
97%
97%
98
65
$754
60 Old Route 22
Kutztown, PA 19530
Hillcrest Crossing
198
90%
91%
60
16
$415
100 Lorraine Drive
Lower Burrell, PA 15068
-32-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Hillcrest Estates
219
100%
99%
46
45
$568
14200 Industrial Parkway
Marysville, OH 43040
Hillside Estates
90
86%
89%
33
16
$465
1722 Snyder Avenue
Greensburg, PA 15601
Holiday Village
347
92%
89%
53
12
$599
201 Sam Street
Nashville, TN 37207
Holiday Village
326
95%
93%
53
2
$610
1350 Co Road 3
Elkhart, IN 46514
Holly Acres Estates
153
99%
97%
30
9
$476
7240 Holly Dale Drive
Erie, PA 16509
Hudson Estates
156
99%
96%
19
-0-
$427
100 Keenan Road
Peninsula, OH 44264
Huntingdon Pointe
84
100%
98%
45
4
$391
240 Tee Drive
Tarrs, PA 15688
Independence Park
90
96%
93%
36
15
$500
355 Route 30
Clinton, PA 15026
Iris Winds
141
91%
84%
24
71
$395
1230 South Pike East Lot 144
Sumter, SC 29153
Kinnebrook
250
97%
100%
66
32
$750
351 State Route 17B
Monticello, NY 12701
Lake Erie Estates
162
71%
68%
21
-0-
$467
3742 East Main Street, Apt 1
Fredonia, NY 14757
Lake Sherman Village
259
96%
92%
63
34
$594
7227 Beth Avenue, SW
Navarre, OH 44662
Lakeview Meadows
126
74%
61%
21
32
$448
11900 Duff Road, Lot 58
Lakeview, OH 43331
Laurel Woods
210
82%
84%
43
-0-
$520
1943 St. Joseph Street
Cresson, PA 16630
-33-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Little Chippewa
61
93%
93%
13
-0-
$431
11563 Back Massillon Road
Orrville, OH 44667
Mandell Trails
140
77%
76%
54
15
$336
108 Bay Street
Butler, PA 16002
Maple Manor
317
84%
84%
71
-0-
$504
18 Williams Street
Taylor, PA 18517
Marysville Estates
305
80%
77%
58
-0-
$514
548 North Main Street
Marysville, OH 43040
Meadowood
122
98%
97%
20
-0-
$496
9555 Struthers Road
New Middletown, OH 44442
Meadows
334
83%
83%
61
-0-
$529
11 Meadows
Nappanee, IN 46550
Meadows of Perrysburg
215
90%
96%
47
37
$527
27484 Oregon Road
Perrysburg, OH 43551
Melrose Village
293
92%
92%
71
-0-
$480
4400 Melrose Drive, Lot 301
Wooster, OH 44691
Melrose West
29
100%
100%
27
3
$532
4455 Cleveland Road
Wooster, OH 44691
Memphis Blues (2)
134
93%
77%
16
78
$517
1401 Memphis Blues Avenue
Memphis, TN 38127
Mighty Oak (1)
118
23%
1%
26
-0-
$450
1203 Moultrie Road
Albany, GA 31705
Monroe Valley
44
98%
100%
11
-0-
$620
15 Old State Road
Jonestown, PA 17038
Moosic Heights
150
97%
95%
35
-0-
$526
118 1st Street
Avoca, PA 18641
Mount Pleasant Village
114
96%
96%
19
-0-
$437
1 Village Drive
Mount Pleasant, PA 15666
-34-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Mountaintop
39
95%
95%
11
2
$767
Mountain Top Lane
Narvon, PA 17555
Mountain View (3)
-0-
N/A
N/A
-0-
220
N/A
Van Dyke Street
Coxsackie, NY 12501
New Colony
113
84%
79%
16
-0-
$541
3101 Homestead Duquesne Road
West Mifflin, PA 15122
Northtowne Meadows
386
89%
89%
85
-0-
$491
6255 Telegraph Road
Erie, MI 48133
Oak Ridge Estates
205
97%
98%
40
-0-
$617
1201 Country Road 15
Elkhart, IN 46514
Oak Tree
260
97%
97%
39
2
$515
565 Diamond Road
Jackson, NJ 08527
Oakwood Lake Village
78
79%
76%
40
-0-
$599
308 Gruver Lake
Tunkhannock, PA 18657
Olmsted Falls
124
99%
98%
15
-0-
$551
26875 Bagley Road
Olmsted Falls, OH 44138
Oxford Village
224
98%
98%
59
2
$870
2 Dolinger Drive
West Grove, PA 19390
Parke Place
384
94%
91%
94
15
$501
2331 Osolo Road
Elkhart, IN 46514
Perrysburg Estates
133
92%
88%
26
7
$461
23720 Lime City Road
Perrysburg, OH 43551
Pikewood Manor
492
94%
90%
86
31
$537
1780 Lorain Boulevard
Elyria, OH 44035
Pine Ridge Village/Pine Manor
194
91%
88%
50
30
$690/$713
100 Oriole Drive
Carlisle, PA 17013
Pine Valley Estates
214
86%
82%
38
-0-
$463
1283 Sugar Hollow Road
Apollo, PA 15613
-35-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Pleasant View Estates
111
86%
85%
21
9
$516
6020 Fort Jenkins Lane
Bloomsburg, PA 17815
Port Royal Village
477
66%
65%
101
-0-
$595
485 Patterson Lane
Belle Vernon, PA 15012
Redbud Estates
566
99%
99%
128
21
$329
1800 West 38th Street
Anderson, IN 46013
River Bluff Estates
52
0%
N/A
15
14
N/A
4700 Raleigh-Millington Road
Memphis, TN 38128
River Valley Estates
231
92%
93%
60
-0-
$506
2066 Victory Road
Marion, OH 43302
Rolling Hills Estates
91
95%
91%
31
1
$500
14 Tip Top Circle
Carlisle, PA 17015
Rostraver Estates
66
88%
85%
17
66
$592
1198 Rostraver Road
Belle Vernon, PA 15012
Rum Runner (4)
144
13%
2%
20
-0-
$700
2545 Brunns Road
Sebring, FL 33870
Saddle Creek
120
12%
1%
29
7
$470
2390 Denton Road
Dothan, AL 36303
Sandy Valley Estates
363
83%
85%
102
10
$543
11461 State Route 800 N.E.
Magnolia, OH 44643
Sebring Square (4)
219
43%
33%
39
-0-
$700
30955 Sunlight Circle
Sebring, FL 33870
Shady Hills
212
92%
94%
25
-0-
$592
1508 Dickerson Pike #L3
Nashville, TN 37207
Somerset Estates/Whispering Pines
249
86%
86%
74
24
$506/$606
1873 Husband Road
Somerset, PA 15501
Southern Terrace
118
99%
100%
26
4
$461
1229 State Route 164
Columbiana, OH 44408
-36-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Southwind Village
250
98%
98%
36
-0-
$700
435 E. Veterans Highway
Jackson, NJ 08527
Spreading Oaks Village
148
95%
93%
37
24
$454
7140-29 Selby Road
Athens, OH 45701
Springfield Meadows
122
97%
98%
43
77
$478
4100 Troy Road
Springfield, OH 45502
Suburban Estates
200
96%
95%
36
-0-
$478
33 Maruca Drive
Greensburg, PA 15601
Summit Estates
141
96%
95%
25
1
$407
3305 Summit Road
Ravenna, OH 44266
Summit Village
118
93%
92%
25
33
$319
246 North 500 East
Marion, IN 46952
Sunny Acres
207
93%
98%
55
3
$474
272 Nicole Lane
Somerset, PA 15501
Sunnyside
63
89%
87%
8
1
$903
2901 West Ridge Pike
Eagleville, PA 19403
Trailmont
130
96%
98%
32
-0-
$604
122 Hillcrest Road
Goodlettsville, TN 37072
Twin Oaks I & II
141
96%
99%
21
-0-
$660
27216 Cook Road
Olmsted Falls, OH 44138
Twin Pines
222
85%
89%
48
2
$583
2011 West Wilden Avenue
Goshen, IN 46528
Valley High
75
84%
84%
13
16
$455
32 Valley High Lane
Ruffs Dale, PA 15679
Valley Hills
267
97%
97%
66
67
$461
4364 Sandy Lake Road
Ravenna, OH 44266
Valley Stream
143
79%
79%
37
6
$418
60 Valley Stream
Mountaintop, PA 18707
-37-
Number of
Occupancy
Occupancy
Weighted Average
Developed
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
at 12/31/24
at 12/31/23
Developed
Acreage
Site at 12/31/24
Valley View I
103
98%
98%
19
-0-
$682
1 Sunflower Drive
Ephrata, PA 17522
Valley View II
43
100%
100%
7
-0-
$710
1 Sunflower Drive
Ephrata, PA 17522
Valley View – Honey Brook
144
97%
99%
28
13
$788
1 Mark Lane
Honey Brook, PA 19344
Voyager Estates
259
74%
71%
72
20
$461
1002 Satellite Drive
West Newton, PA 15089
Waterfalls Village
196
85%
81%
35
-0-
$752
3450 Howard Road Lot 21
Hamburg, NY 14075
Wayside
82
98%
95%
15
14
$427
1000 Garfield Avenue
Bellefontaine, OH 43331
Weatherly Estates
271
97%
97%
41
-0-
$546
271 Weatherly Drive
Lebanon, TN 37087
Wellington Estates
202
94%
98%
46
1
$393
247 Murray Lane
Export, PA 15632
Woodland Manor
148
86%
78%
77
121
$466
338 County Route 11, Lot 165
West Monroe, NY 13167
Woodlawn Village
156
94%
92%
14
-0-
$783
265 Route 35
Eatontown, NJ 07724
Woods Edge
605
62%
63%
151
50
$508
1670 East 650 North
West Lafayette, IN 47906
Wood Valley
160
83%
81%
31
56
$459
2 West Street
Caledonia, OH 43314
Worthington Arms
222
94%
95%
36
-0-
$748
5277 Columbus Pike
Lewis Center, OH 43035
Youngstown Estates
87
64%
63%
14
59
$466
999 Balmer Road
Youngstown, NY 14174
Total
26,259
86.5%
85.8%
5,697
2,375
$545
-38-
(1) Community is owned by the OZ 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. Phases I and II, consisting of 90 sites, are fully complete and occupied. Phase III,
consisting of 44 sites, was recently completed in 2023 and in the process of being occupied. Phase IV is expected to be completed in 2025
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) Communities formed under the Company’s joint venture with Nuveen Real Estate, in which the Company holds a 40% interest and serves as
managing member.
The Company also has 2,375 undeveloped acres that may be developed into approximately 9,500 sites. We
have approximately 3,400 sites in various stages of the approval process that may be developed over the next seven
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 137 manufactured home communities owned by the Company listed above, a joint venture
entity owned by the Company and 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. In addition, this joint venture entity 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. In 2023, the
Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity
focused on the development of a new manufactured home community located in Honey Brook, Pennsylvania. The
community, once complete, is expected to contain 113 manufactured home sites situated on approximately 61 acres.
The Company recently entered into a preliminary agreement with a leading national homebuilder regarding
the potential formation of a joint venture to develop approximately 131 acres of undeveloped land adjacent to one of
the Company’s existing manufactured home communities in southern New Jersey. If necessary governmental
approvals can be obtained, the purpose of the joint venture would be to construct roads, infrastructure and other site
improvements on the property and then sell the improved lots to an affiliate of the Company’s joint venture partner,
which would construct luxury single family residential homes to sell to purchasers. It is envisioned that the joint
venture partner would fully fund the costs of required site improvements, to the extent not financed by a third-party
construction lender, and would obtain all required approvals. The Company would contribute the real property to the
joint venture and receive a percentage of the sale price of each home. If the parties elect to proceed, it is anticipated
that the joint venture partner would seek preliminary subdivision and site plan approvals over the next two years and,
if these approvals are obtained, the joint venture would then be formally established. Pursuit of this project would be
contingent upon execution of definitive documentation setting forth the terms of certain agreements between the
parties. There can be no assurance that the Company and its potential joint venture partner will reach agreement or
proceed with this arrangement or that required governmental approvals can be obtained. The parties are currently
engaged in a 90-day due diligence period during which they intend to commence preliminary discussions with the
municipality relating to the necessary approvals.
Significant Properties
The Company owned and operated manufactured home properties with an approximate cost of $1.7 billion
as of December 31, 2024. These properties consist of 137 separate manufactured home communities (including two
communities acquired through the OZ 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 a 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 605 developed sites, Redbud Estates (Indiana) with 566 developed sites, Pikewood Manor
(Ohio) with 492 developed sites, and Port Royal Village (Pennsylvania) with 477 developed sites.
Mortgages on Properties
The Company has mortgages on many of its properties. The maturity dates of these mortgages range from
2025 to 2034, with a weighted average term of 4.4 years. Interest on these mortgages is payable at fixed rates ranging
from 2.62% to 6.74%. The weighted average interest rate on our mortgages, not including the effect of unamortized
debt issuance costs, was approximately 4.2% at each of December 31, 2024 and 2023. The aggregate balances of
these mortgages, net of unamortized debt issuance costs, totaled $485.5 million and $496.5 million at December 31,
-39-
2024 and 2023, 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 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 initial joint venture entity were set forth in
a Limited Liability Company Agreement dated as of December 8, 2021 (the “First LLC Agreement”) entered into
between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The First LLC Agreement provided
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 First
LLC Agreement called 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 entity and is responsible for day-to-day
operations of the joint venture entity 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, asset management and other fees from the joint venture entity.
In addition, once each member has recouped its invested capital and received a 7.5% net unlevered internal rate of
return, 80% of distributable cash will be allocated pro rata in accordance with the members’ respective percentage
interests and the Company and Nuveen will receive a promote percentage equal to 70% (in the case of the Company)
and 30% (in the case of Nuveen) of the remaining 20% of distributable cash. After seven years the Company may
elect to consummate the crystallization of the promote.
Under the terms of the First LLC Agreement, after the later of December 8, 2024 or, the second anniversary
of the 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 entity. 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 entity 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 First LLC Agreement between the Company and Nuveen provided 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 called 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 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. Under the terms of the First LLC Agreement, if Nuveen determines not to pursue or approve
any such acquisition, the Company would be permitted to acquire the property outside the joint venture. Since the
execution of the First LLC Agreement, Nuveen has provided the Company with written waivers of the
exclusivity provision of the First 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 First LLC Agreement provides that 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
-40-
venture, subject to a right of first refusal on the part of Nuveen. The First LLC Agreement contains restrictions on a
party’s right to transfer its interest in the joint venture without the approval of the other party.
The First 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.
In December 2021, the joint venture entity 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. In December 2022, the joint
venture entity 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. This community contains 144
developed homesites situated on approximately 20 acres. The Company manages these communities on behalf of the
joint venture entity.
During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen
have continued 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.
During 2022, the Company and Nuveen 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 original 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. The Company and Nuveen also informally agreed that, unless
otherwise determined in connection with any specific future investment, capital for any such new joint venture entity
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 LLC Agreement entered into in 2021, except that the amounts of the parties’ respective
capital commitments will be determined on a property-by-property basis.
In November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a new joint
venture entity with Nuveen. The new joint venture entity was established to, directly or through one or more
subsidiaries, identify, source, originate, acquire, hold, operate, sell, lease, mortgage, maintain, own, manage, finance,
refinance, reposition, improve, renovate, develop, redevelop, pledge, hedge, exchange, and otherwise deal in and with
the rental of manufactured housing and/or recreational vehicle communities that meet other investment guidelines.
The terms of the new joint venture entity are set forth in a Limited Liability Company Agreement dated as of
November 29, 2023 (the “Second LLC Agreement”) entered into between a wholly owned subsidiary of the Company
and an affiliate of Nuveen. The Company serves as managing member of this new joint venture entity and is
responsible for day-to-day operations of the joint venture entity 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 oversite, development and other fees
from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned by the
Company, with a carrying value cost basis of $3.8 million, was contributed to the new joint venture entity. The
Company was reimbursed by Nuveen for 60% of the carrying value of this land. This new joint venture entity is
focused on the development of a new manufactured housing community on this property. The community, once
complete, is expected to contain 113 manufactured home sites situated on approximately 61 acres. This community is
expected to open at the end of the second quarter of 2025 with our first two homes on order currently.
References in this report to the Company’s joint venture relationship with Nuveen are intended to refer to its
ongoing relationship with Nuveen.
The Company accounts for its joint venture with Nuveen Real Estate under the equity method of accounting
in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.
Opportunity Zone Fund
The OZ Fund was created in July 2022 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
-41-
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. At the time of the OZ Fund’s formation, the Company invested
$8.0 million in the OZ Fund. 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 Estates, located in Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the
Company, through the OZ Fund, acquired Mighty Oak, located in Albany, Georgia, 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 Series D Preferred Stock and its Common Stock are traded on the NYSE, under the symbols
“UMHPRD” and “UMH”, respectively. Effective February 9, 2022, the Company’s Common Stock also began
trading on the TASE.
Shareholder Information
As of February 18, 2025, there were 1,210 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, 2024, effective with the second quarter dividend payment, the Company
increased its quarterly cash dividends to holders of its Common Stock from $0.205 to $0.215 per share. Total
dividends paid for 2024 were $0.85 per share.
In order to maintain our qualification as a REIT, we are required, among other things, to annually distribute
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 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.
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Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
On January 10, 2024, and again on January 7, 2025, the Board reaffirmed our Common Stock Repurchase
Program (the “Repurchase Program”) that authorizes us to repurchase up to $25 million in the aggregate of the
Company’s Common Stock. Purchases under the Repurchase Program are 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 does 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 continues in effect, the Company did not repurchase any shares of its Common Stock during 2024.
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, 2019 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.
100
99
190
117
117
151
94
132
99
110
115
118
152
125
158
197
0
50
100
150
200
250
300
2019
2020
2021
2022
2023
2024
Dollars
YEAR ENDED DECEMBER 31,
UMH PROPERTIES, INC.
FTSE Nareit ALL REITs
S & P 500
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Item 6 – [Reserved]
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
2024 Accomplishments
During 2024, 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 9%;
•
Increased Community Net Operating Income (“NOI”) by 10%;
•
Increased Normalized Funds from Operations (“Normalized FFO”) by 27%;
•
Increased Normalized FFO per diluted share by 8% from $0.86 per diluted share in 2023 to $0.93 per diluted
share in 2024;
•
Increased Same Property NOI by 10%;
•
Increased Same Property Occupancy by 70 basis points from 87.1% to 87.8%;
•
Improved our Same Property expense ratio from 40.5% at yearend 2023 to 39.7% at yearend 2024;
•
Increased Sales of Manufactured Homes by 8%;
•
Amended our unsecured credit facility to expand available borrowings by $80 million from $180 million to
$260 million syndicated with BMO Capital Markets Corp., JPMorgan Chase Bank, NA and Wells Fargo,
N.A.;
•
Raised our quarterly common stock dividend by 4.9% to $0.215 per share or $0.86 annually;
•
Increased our Total Market Capitalization by 23% to over $2.5 billion at yearend;
•
Increased our Equity Market Capitalization by 48% to over $1.5 billion at yearend;
•
Reduced our Net Debt to Total Market Capitalization from 31.3% in 2023 to 20.8% in 2024;
•
Issued and sold approximately 12.5 million shares of Common Stock through our At-the-Market Sale
Programs at a weighted average price of $17.92 per share, generating gross proceeds of $224.5 million and
net proceeds of $220.6 million, after offering expenses;
•
Issued and sold approximately 1.2 million shares of Series D Preferred Stock through our At-the-Market Sale
Program at a weighted average price of $23.41 per share, generating gross proceeds of $28.5 million and net
proceeds of $28.0 million, after offering expenses;
•
Subsequent to year end, issued and sold approximately 270,000 shares of Common Stock through our At-
the-Market Sale Program at a weighted average price of $18.18 per share, generating gross proceeds of $4.9
million and net proceeds of $4.8 million, after offering expenses; and
•
Subsequent to year end, issued and sold approximately 49,000 shares of Series D Preferred Stock through
our At-the-Market Sale Program at a weighted average price of $23.03 per share, generating gross proceeds
and net proceeds of $1.1 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-U.S.
GAAP Measures, contained in this Form 10-K for information regarding the presentation of community NOI, and for the presentation and
reconciliation of funds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.
Overview
The following discussion and analysis of the consolidated financial condition and results of operations should
be read in conjunction with the historical Consolidated Financial Statements and Notes thereto included elsewhere in
this Form 10-K.
The Company is incorporated in Maryland and operates as a self-administered, self-managed REIT with its
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. During 2022, 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
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pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in
economically distressed areas. The Company holds a 77% interest in its OZ Fund.
As of December 31, 2024, we operated 139 manufactured home communities, 137 of which are communities
in which we own either a 100% or majority interest, containing a total of approximately 26,300 developed homesites,
on which approximately 10,300 Company-owned rental homes are situated. The 139 communities include (i) two
communities in central Florida owned through a joint venture with Nuveen Real Estate in which the Company has a
40% interest (Sebring Square and Rum Runner), (ii) two communities in Tennessee, the Countryside Village
expansion (Duck River Estates) and the Allentown expansion (River Bluff Estates), that were previously part of other
Company-owned communities but are now considered separate communities, and (iii) two communities acquired
through the Company’s OZ Fund. These 139 communities are located in New Jersey, New York, Ohio, Pennsylvania,
Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. 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. On November 30, 2023, the Company expanded its joint venture relationship with
Nuveen Real Estate and formed a new joint venture entity focused on the development of a new manufactured housing
community located in Honey Brook, Pennsylvania. As with the original 2021 joint venture entity, UMH has a 40%
stake in the new joint venture entity and serves as the managing member, developer and operating member. The Honey
Brook community, once complete, is expected to contain 113 manufactured home sites situated on approximately 61
acres. This community is expected to open at the end of the second quarter of 2025 with our first two homes on order
currently.
The Company earns income from the operation of its manufactured home communities which includes
leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes,
the brokering of third party home sales, self-storage leases, oil and gas leases, cable service agreements and 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 arrangements 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.
Occupancy in our properties, as well as our ability to increase rental rates, directly affects revenues. In 2024,
total income increased 9% from the prior year due to our rental program, rent increases and the growth of our sales
business. Community NOI (as defined below) increased 10% from the prior year. Overall occupancy increased 60
basis points from 86.7% as of December 31, 2023 to 87.3% as of December 31, 2024. Same property occupancy,
which includes communities owned and operated as of January 1, 2023, increased 70 basis points from 87.1% as of
December 31, 2023 to 87.8% as of December 31, 2024. (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, 2024,
does not include the properties owned by the Company’s joint venture with Nuveen.)
Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers
substantial comparative value that should result in continued high demand.
The macro-economic environment and current housing fundamentals continue to favor home rentals. Due
to high mortgage rates and lack of inventory, the higher cost of buying a home versus renting one is at its most extreme
since 1996. According to the National Association of Realtors, reported sales of existing homes fell to 4.06 million
in 2024, the lowest level in nearly 30 years. We believe 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 2024, our portfolio
of rental homes increased by 364 homes, net of rental home sales. Occupied rental homes represent approximately
43.0% of total occupied sites. Occupancy in rental homes continues to be strong and registered at 94.0% as of
December 31, 2024. Our manufactured home communities 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 $31.9
million as of December 31, 2024, representing 1.6% of our undepreciated assets (total assets excluding accumulated
depreciation). The REIT securities portfolio provides the Company with additional diversification, liquidity and
income. As of December 31, 2024, 99% consisted of REIT common stocks and 1% of the Company’s portfolio
consisted of REIT preferred stocks. The Company does not intend to increase its investment in the REIT securities
portfolio.
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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
4.5% at December 31, 2024. At December 31, 2024, the Company had unrealized losses of $38.5 million in its REIT
securities portfolio. During 2024, the Company sold positions in securities, generating a net realized loss of $3.8
million.
The Company continues to strengthen its balance sheet. During the year ended December 31, 2024, through
an at-the-market sale program for our Common Stock that was established in March 2024 (the “March 2024 Common
ATM Program”), an at-the-market sale program for our Common Stock that was established in September 2024 (the
“September 2024 Common ATM Program”) and a prior at-the-market sale program for our Common Stock
established in 2023 (collectively, the “Common ATM Programs”), the Company issued and sold a total of 12.5 million
shares of our Common Stock, generating gross proceeds of $224.5 million and net proceeds of $220.6 million, after
offering expenses. Additionally, during 2024 the Company raised approximately $10.2 million in new capital through
the Dividend Reinvestment and Stock Purchase Plan (“DRIP”).
During the year ended December 31, 2024, through an at-the-market sale program for our Preferred Stock
that was established in January 2023 (the “2023 Preferred ATM Program,” and together with the Common ATM
Programs, the “At-the-Market Sale Programs”), the Company issued and sold a total of approximately 1.2 million
shares of our Series D Preferred Stock, generating gross proceeds of $28.5 million and net proceeds of $28.0 million,
after offering expenses.
The Company believes that its capital structure, which allows for the ownership of assets using a balanced
combination of equity obtained through the issuance of common stock, preferred stock and debt, will enhance
shareholder returns as the properties appreciate over time.
On December 31, 2024, the Company had approximately $99.7 million in cash and cash equivalents and
$260 million available on our credit facility. We also had $138 million available on our revolving lines of credit for
the financing of home sales and the purchase of inventory and $55 million available on our lines of credit secured by
rental homes and rental home 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 investing in physical
improvements, including adding rental homes onto otherwise vacant sites. As part of this plan, we intend to seek
opportunities, through our OZ Fund, to acquire communities that require substantial capital investment and are located
in qualified opportunity zones. In addition, on behalf of our joint venture arrangement with Nuveen Real Estate, we
will seek opportunities to acquire manufactured home communities that are under development and/or newly
developed and meet certain other investment guidelines. There is no guarantee that any of these additional
opportunities will 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. To the extent that funds or appropriate communities are not available, fewer
acquisitions will be made.
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.
Acquisitions in 2024 and 2023
There were no acquisitions made during 2024. On January 19, 2023, through our qualified opportunity zone
fund, we acquired Mighty Oak, a newly developed manufactured home community located in Albany, GA for
approximately $3.65 million, This community contains a total of 118 newly developed homesites that are situated on
approximately 26 total acres and was unoccupied at the date of the acquisition.
In addition, in November 2023, 61 acres of land located in Honey Brook, Pennsylvania, previously owned
by the Company, with a carrying value cost basis of $3.8 million, was contributed to an entity formed under our joint
venture with Nuveen for the purpose of developing a new manufactured housing community, which, once complete,
is expected to contain 113 sites. The Company was reimbursed by Nuveen for 60% of the carrying value of this land.
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This community is expected to open at the end of the second quarter of 2025 with our first two homes currently on
order.
Results of Operations
2024 vs. 2023
Rental and related income increased from $189.7 million for the year ended December 31, 2023 to $207.0
million for the year ended December 31, 2024, or 9%. This increase was due to increases in rental rates, same property
occupancy and additional rental homes. During 2024, the Company raised rental rates by 5% to 6% 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 87.3% and 86.7% at
December 31, 2024 and 2023, respectively. Demand for rental homes continues to be strong. As of December 31,
2024, we had approximately 10,300 rental homes with an occupancy rate of 94.0%. We continue to evaluate the
demand for rental homes and will invest in additional homes as demand dictates.
Community operating expenses increased from $81.3 million for the year ended December 31, 2023 to $87.4
million for the year ended December 31, 2024, or 7%. This increase was due to increases in payroll and payroll costs,
real estate taxes, insurance, professional fees, waste removal, water expenses and sewer expenses.
Community NOI increased from $108.4 million for the year ended December 31, 2023 to $119.7 million for
the year ended December 31, 2024, or 10%. This increase was primarily due to the increases in rental rates, occupancy
and rental homes. The operating expense ratio (defined as community operating expenses divided by rental and related
income) improved 70 basis points from 42.9% in 2023 to 42.2% for 2024. Many recently acquired communities have
deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Since most of the
community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue
to improve. Due to the Company’s 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 revenue and income from continuing operations.
Sales of manufactured homes increased from $31.2 million for the year ended December 31, 2023 to $33.5
million for the year ended December 31, 2024, or 8%. The total number of homes sold increased 16% from 341
homes in 2023 to 394 homes in 2024. Cost of sales of manufactured homes increased from $21.1 million for the year
ended December 31, 2023 to $21.9 million for the year ended December 31, 2024, or 4%. The gross profit percentage
was 35% and 32% for the years ended December 31, 2024 and 2023, respectively. Selling expenses remained
relatively stable for the years ended December 31, 2023 and 2024. Gain from the sales operations, excluding interest
on the financing of inventory, increased 53% and amounted to a gain of $4.8 million and $3.1 million for the years
ended December 31, 2024 and 2023, respectively. Many of the costs associated with sales, such as salaries, and to an
extent, advertising and promotion, are fixed. Despite high mortgage rates, home prices have continued to rise as fewer
sellers are listing homes and inventories decline resulting in the inherent relative affordability of our property type
becoming 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 rental revenue and represent an investment in the upgrading of our communities.
General and administrative expenses increased from $19.7 million for the year ended December 31, 2023 to
$21.8 million for the year ended December 31, 2024, or 11%. This increase was primarily due to an increase in payroll
and related personnel cost and an increase in meeting costs as a result of our biennial in-person employee training
meeting (which was not held during 2023). General and administrative expenses, excluding non-recurring expenses,
as a percentage of gross revenue (total income plus interest, dividends and other income) was approximately 8.7%
and 8.1% for the years ended December 31, 2024 and 2023, respectively.
Depreciation expense increased from $55.7 million for the year ended December 31, 2023 to $60.2 million
for the year ended December 31, 2024, or 8%. This increase was primarily due to the increases in rental homes during
2024 and 2023.
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Interest income increased from $5.0 million for the year ended December 31, 2023 to $7.1 million for the
year ended December 31, 2024, or 43%. This increase was primarily due to an increase in the average balance of
notes receivable from $71.5 million for the year ended December 31, 2023 to $83.9 million for the year ended
December 31, 2024 and interest earned on excess cash during 2024. The weighted average interest rate earned on
notes receivables increased 10 basis points and was 7.1% and 7.0% as of December 31, 2024 and 2023, respectively.
Dividend income decreased from $2.3 million for the year ended December 31, 2023 to $1.5 million for the
year ended December 31, 2024, or 37%. This decrease was due to reduced dividends from a combination of our
smaller securities portfolio and the weighted average yield on our dividends received from our marketable securities
investments. The weighted average yield decreased 220 basis points from 6.7% in 2023 to 4.5% in 2024.
The Company recognized a realized loss on sales of marketable securities of $3.8 million for the year ended
December 31, 2024. The Company recognized a realized gain on sales of marketable securities of $183,000 for the
year ended December 31, 2023. The increase (decrease) in fair value of marketable securities amounted to an increase
of $1.2 million and a decrease of $3.6 million for the years ended December 31, 2024 and 2023, respectively. As of
December 31, 2024, the Company had total net unrealized losses of $38.5 million in its REIT securities portfolio.
Interest expense, including amortization of financing costs, decreased from $32.5 million for the year ended
December 31, 2023 to $27.3 million for the year ended December 31, 2024, or 16%. This decrease was due to a
decrease in the average balance of mortgages and loans from $626.2 million at December 31, 2023 to $551.9 million
at December 31, 2024. The weighted average interest rate on our total debt decreased from 4.6% at December 31,
2023 to 4.4% at December 31, 2024, respectively.
2023 vs. 2022
Rental and related income increased from $170.4 million for the year ended December 31, 2022 to $189.7
million for the year ended December 31, 2023, or 11%. This increase was primarily due to the acquisitions made
during 2022, as well as increases in rental rates, same property occupancy and additional rental homes. During 2023,
the Company raised rental rates by 5% to 6% at most communities. Overall occupancy was 86.7% and 84.6% at
December 31, 2023 and 2022, respectively. Overall occupancy includes communities acquired in 2023 and 2022
which had an average occupancy of 60%, at the time of acquisition. As of December 31, 2023, we had approximately
10,000 rental homes with an occupancy rate of 94.0%.
Community operating expenses increased from $75.7 million for the year ended December 31, 2022 to $81.3
million for the year ended December 31, 2023, or 8%. This increase was primarily due to expenses pertaining to
recently acquired communities during 2022, as well as increases in payroll, rental home expenses, real estate taxes,
waste removal, water expenses and sewer expenses.
Community NOI increased from $94.8 million for the year ended December 31, 2022 to $108.4 million for
the year ended December 31, 2023, or 14%. This increase was primarily due to the acquisitions during 2022, 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 150 basis points from 44.4% in 2022 to 42.9% for 2023.
Sales of manufactured homes increased from $25.3 million for the year ended December 31, 2022 to $31.2
million for the year ended December 31, 2023, or 23%. The total number of homes sold increased from 301 homes in
2022 to 341 homes in 2023. There was a 14% increase in new homes sold from 144 new homes sold in 2022 to 164 new
homes sold in 2023. The Company’s average sales price increased 8% in 2023 and was approximately $91,000 for the
year ended December 31, 2023 and $84,000 for the year ended December 31, 2022. Cost of sales of manufactured homes
increased from $17.6 million for the year ended December 31, 2022 to $21.1 million for the year ended December 31,
2023, or 20%. The gross profit percentage was 32% and 31% for 2023 and 2022, respectively. Selling expenses increased
from $5.3 million for the year ended December 31, 2022 to $6.9 million for the year ended December 31, 2023, or 32%.
Gain from the sales operations, excluding interest on the financing of inventory, increased 24% and amounted to a gain of
$3.1 million and $2.5 million for the years ended December 31, 2023 and 2022, respectively.
General and administrative expenses increased from $19.0 million for the year ended December 31, 2022 to
$19.7 million for the year ended December 31, 2023, or 4%. This increase was due to an increase in payroll, personnel
costs and non-cash stock-based compensation. General and administrative expenses, excluding non-recurring
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expenses, as a percentage of gross revenue (total income plus interest, dividends and other income) was approximately
8.0% and 7.6% for the years ended December 31, 2023 and 2022, respectively.
Depreciation expense increased from $48.8 million for the year ended December 31, 2022 to $55.7 million
for the year ended December 31, 2023, or 14%. This increase was primarily due to the acquisitions and the increases
in rental homes during 2023 and 2022.
Interest income increased from $4.1 million for the year ended December 31, 2022 to $5.0 million for the
year ended December 31, 2023, or 22%. This increase was primarily due to an increase in the average balance of
notes receivable from $58.6 million for the year ended December 31, 2022 to $71.5 million for the year ended
December 31, 2023. The weighted average interest rate earned on these notes receivables increased 30 basis points
and was 7.0% and 6.7% as of December 31, 2023 and 2022, respectively.
Dividend income decreased from $2.9 million for the year ended December 31, 2022 to $2.3 million for the
year ended December 31, 2023, or 20%. This decrease was due to reduced dividends from a combination of our
smaller securities portfolio and the weighted average yield on our dividends received from our marketable securities
investments decreasing 90 basis points from 7.6% in 2022 to 6.7% in 2023.
The Company recognized a realized gain on sales of marketable securities of $183,000 for the year ended
December 31, 2023. The Company recognized a realized gain on sales of marketable securities of $6.4 million for
the year ended December 31, 2022 primarily as a result of the cash consideration received in the MREIC merger,
partially offset by a loss on sale of other marketable securities. The decrease in fair value of marketable securities
amounted to $3.6 million and $21.8 million for the years ended December 31, 2023 and 2022, respectively. As of
December 31, 2023, the Company had total net unrealized losses of $39.7 million in its REIT securities portfolio.
Interest expense, including amortization of financing costs, increased from $26.4 million for the year ended
December 31, 2022 to $32.5 million for the year ended December 31, 2023, or 23%. This increase was mainly due to
the interest incurred on the $102.7 million of Series A Bonds the Company issued in 2022 in an offering to investors
in Israel, an increase in the average balance of total debt and an increase in interest rates. The average balance of our
total debt was approximately $734.5 million in 2023 and $637.1 million in 2022.
Non-U.S. GAAP Measures
In addition to the results reported in accordance with U.S. GAAP, management’s discussion and analysis of
financial condition and results of operations include certain non-U.S. 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-U.S. 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 U.S. GAAP. Community NOI should not be considered
as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of
liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.
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The Company’s Community NOI for the years ended December 31, 2024, 2023 and 2022 is calculated as
follows (in thousands):
2024
2023
2022
Rental and Related Income
$207,019
$189,749
$170,434
Community Operating Expenses
(87,354)
(81,343)
(75,660)
Community NOI
$119,665
$108,406
$94,774
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 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 U.S. 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.
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The Company’s FFO and Normalized FFO attributable to common shareholders for the years ended
December 31, 2024, 2023 and 2022 are calculated as follows (in thousands):
2024
2023
2022
Net Income (Loss) Attributable to Common
Shareholders
$2,472
$(8,714)
$(36,265)
Depreciation Expense
60,239
55,719
48,769
Depreciation Expense from Unconsolidated Joint
Venture
824
692
371
Loss on Sales of Investment Property and
Equipment
113
-0-
169
(Increase) Decrease in Fair Value of Marketable
Securities
(1,167)
3,555
21,839
(Gain) Loss on Sales of Marketable Securities, net
3,778
(183)
(6,394)
FFO Attributable to Common Shareholders
66,259
51,069
28,489
Adjustments:
Redemption of Preferred Stock
-0-
-0-
12,916
Amortization
2,384
2,135
1,956
Non-Recurring Other Expense (1)
846
1,329
3,479
Normalized FFO Attributable to Common
Shareholders
$69,489
$54,533
$46,840
(1) Consists of one-time legal and professional fees ($452), costs associated with acquisition not completed ($12) and costs associated
with the liquidation/sale of inventory in a particular sales center ($382) for 2024. Consists of the previously disclosed special
bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over
the vesting period ($862), non-recurring expenses for the joint venture with Nuveen ($135), one-time legal fees ($76), fees related
to the establishment of the OZ Fund ($37), and costs associated with acquisitions and financing that were not completed ($219)
in 2023. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which
were 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.
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, lines of credit, and other incurrence of indebtedness, proceeds from the DRIP, and
access to the capital markets, including sales of Common Stock and Series D Preferred Stock through its At-the-
Market Sale Programs. In addition to cash generated through operations, the Company uses a variety of sources to
fund its cash needs, including acquisitions. The Company may sell marketable securities from its investment portfolio,
borrow on its unsecured credit facility or lines of credit, incur other indebtedness, finance and refinance its properties,
and/or raise capital through the DRIP and capital markets, including through the Company’s At-the-Market Sale
Programs. In order to provide continued financial flexibility to opportunistically access the capital markets, on March
12, 2024, the Company implemented its March 2024 Common ATM Program which allowed 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. In addition, on September 16, 2024, the Company terminated the use of its
successful March 2024 Common ATM Program and implemented a new September 2024 Common ATM Program
which 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. Additionally, during 2024 the Company
expanded the borrowing capacity on its unsecured revolving credit facility from $180 million in available borrowings
to $260 million in available borrowings.
-51-
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 continue
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
Real Estate, we will continue to 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. During the year ended December
31, 2024, the Company issued and sold 12.5 million shares of Common Stock through our Common ATM Programs
at a weighted average price of $17.92 per share, generating gross proceeds of $224.5 million and net proceeds of
$220.6 million, after offering expenses.
Through our 2023 Preferred ATM Program, the Company issued and sold a total of 1.2 million shares of our
Series D Preferred Stock generating gross proceeds of $28.5 million and net proceeds after offering expenses of $28.0
million during the year ended December 31, 2024.
As of December 31, 2024, $89.8 million of Common Stock remained available for sale under the September
2024 Common ATM Program and $17.6 million in shares of Series D Preferred Stock remained available for sale
under the 2023 Preferred ATM Program. Subsequent to year end, the Company issued and sold 270,000 shares of
Common Stock under the September 2024 Common ATM Program for gross proceeds of $4.9 million. Subsequent to
year end, the Company issued and sold a total of 49,000 shares of Preferred Stock under the 2023 Preferred ATM
Program for gross proceeds of $1.1 million.
In addition, the Company has a DRIP in which participants can purchase original issue shares of Common
Stock from the Company at a price of approximately 95% of market. During 2024, amounts received under the DRIP,
including dividends reinvested of $3.2 million, totaled $10.2 million. The Company issued a total of 623,000 shares
under the DRIP during 2024.
The Company also has the ability to finance home sales, inventory purchases and rental home purchases.
The Company has a $35 million revolving line of credit for the financing of homes that was not utilized at December
31, 2024, revolving credit facilities totaling $103.0 million to finance inventory purchases, that were not utilized at
December 31, 2024 and $55.0 million available on our lines of credit secured by rental homes and rental homes leases.
As of December 31, 2024, the Company had $99.7 million of cash and cash equivalents and marketable
securities of $31.9 million. The Company operated 139 communities (including 137 communities in which the
Company owned either a 100% interest or a majority interest and two communities owned by the Company’s joint
venture with Nuveen), of which 52 are unencumbered. Except for communities in the borrowing base for our
unsecured credit facility, these unencumbered communities can be used to raise additional funds. Our marketable
securities, unencumbered properties, and lines of credit provide the Company with additional liquidity. The Company
holds a 40% equity interest in the entities formed under its joint venture with Nuveen, which owns two newly
developed communities that are unencumbered and one community in the process of being developed that is also
unencumbered.
The Company’s focus is on real estate investments. The Company has historically financed purchases of real
estate primarily through mortgages. During 2024, total investment property, including rental homes, increased 8% or
$130.1 million. We have also expanded three communities for a total of 190 additional home sites. 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. 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 pursuant to its 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
September 2024 Common ATM Program or the 2023 Preferred ATM Program or any other at-the-market sale
-52-
programs that the Company may commence. To the extent that funds or appropriate properties are not available,
fewer acquisitions will be made.
The Company owned approximately 10,300 rental homes, or approximately 40% of our total homesites as of
December 31, 2024. During 2024, our rental home portfolio increased by 565 homes and we sold 201 rental homes,
representing a net increase of $49.8 million. The Company markets these rental homes for sale to existing residents.
The Company estimates that in 2025 it will order approximately 700 to 800 manufactured homes to use as rental units
at its properties for a total invoice cost of approximately $55 million to $60 million. Rental home rates on new homes
range from approximately $850 to $2,000 per month, including lot rent, depending on size, location and market
conditions. During 2024, the Company also invested approximately $42 million in other improvements to its
communities.
The following table summarizes cash flow activity for the years ended December 31, 2024, 2023 and 2022
(in thousands):
2024
2023
2022
Net Cash Provided by (Used in) Operating
Activities
$
81,601
$
120,077
$
(7,227)
Net Cash Used in Investing Activities
(139,865)
(165,573)
(124,877)
Net Cash Provided by Financing Activities
102,638
69,057
47,954
Net Increase (Decrease) in Cash, Cash
Equivalents and Restricted Cash
$
44,374
$
23,561
$
(84,150)
Net cash provided by (used in) operating activities decreased by $38.5 million in 2024 primarily due to an
increase in Community NOI and an increase in inventory. Net cash provided by (used in) operating activities increased
by $127.3 million in 2023 primarily due to a decrease in inventory.
Net cash used in investing activities decreased by $25.7 million in 2024, primarily due to the decrease in
purchase of investment property and equipment. Net cash used in investing activities increased by $40.7 million in
2023, primarily due to the purchase of investment property and equipment and additions to land development and the
decrease in proceeds from sales of marketable securities.
Net cash provided by financing activities increased by $33.6 million in 2024 to $102.6 million. The Company
issued and sold 12.5 million shares of its Common Stock during 2024 through the Common ATM Programs, raising
net proceeds of approximately $220.6 million. The Company also received $10.2 million, including dividends
reinvested, through the DRIP. In addition, the Company issued and sold 1.2 million shares of its Series D Preferred
Stock during 2024 through the 2023 Preferred ATM Program, raising net proceeds of approximately $28.0 million.
During 2024, the Company distributed to our common shareholders a total of $62.3 million, including dividends
reinvested. In addition, the Company also paid $19.2 million in preferred dividends during 2024. The Company also
made principal payments on its mortgages and loans, net of new debt financing, totaling $77.7 million.
Net cash provided by financing activities increased by $21.1 million in 2023 to $69.1 million. The Company
issued and sold 9.4 million shares of its Common Stock during 2023 through its then-current Common Stock at-the-
market sale programs, raising net proceeds of approximately $145.8 million. The Company also received $9.0 million,
including dividends reinvested, through the DRIP. In addition, the Company issued and sold 2.6 million shares of its
Series D Preferred Stock during 2023 through the 2023 Preferred ATM Program, raising net proceeds of
approximately $55.7 million. During 2023, the Company distributed to our common shareholders a total of $51.7
million, including dividends reinvested. In addition, the Company also paid $16.7 million in preferred dividends
during 2023. The Company also made principal payments on its mortgages and loans, net of new debt financing,
totaling $73.8 million.
Cash flows were primarily used for capital improvements, payment of dividends, 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 positive cash flows and refinancing. The
dividend payments were primarily made from cash flows from operations. Excluding expansions and rental home
purchases, the Company is budgeting approximately $20 to $30 million in capital improvements for 2025.
-53-
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 recently entered into a preliminary agreement with a leading national homebuilder regarding
the potential formation of a joint venture to develop approximately 131 acres of undeveloped land adjacent to one of
the Company’s existing manufactured home communities in southern New Jersey. If necessary governmental
approvals can be obtained, the purpose of the joint venture would be to construct roads, infrastructure and other site
improvements on the property and then sell the improved lots to an affiliate of the Company’s joint venture partner,
which would construct luxury single family residential homes to sell to purchasers. It is envisioned that the joint
venture partner would fully fund the costs of required site improvements, to the extent not financed by a third-party
construction lender, and would obtain all required approvals. The Company would contribute the real property to the
joint venture and receive a percentage of the sale price of each home. If the parties elect to proceed, it is anticipated
that the joint venture partner would seek preliminary subdivision and site plan approvals over the next two years and,
if these approvals are obtained, the joint venture would then be formally established. Pursuit of this project would be
contingent upon execution of definitive documentation setting forth the terms of certain agreements between the
parties. There can be no assurance that the Company and its potential joint venture partner will reach agreement or
proceed with this arrangement or that required governmental approvals can be obtained. The parties are currently
engaged in a 90-day due diligence period during which they intend to commence preliminary discussions with the
municipality relating to the necessary approvals.
As of December 31, 2024, the Company had total assets of $1.6 billion and total liabilities of $647.8 million.
Our net debt (net of cash and cash equivalents) to total market capitalization decreased 32% and as of December 31,
2024 and 2023 was approximately 21% and 31%, respectively. Our net debt, less securities (net of cash and cash
equivalents and marketable securities) to total market capitalization decreased 37% and as of December 31, 2024 and
2023 was approximately 19% and 30%, respectively. As of December 31, 2024, the Company has 23 mortgages
totaling $115.2 million due within the next 12 months, of which 10 mortgages totaling $45.9 million are due in the
first and second quarters of 2025. We are in the process of refinancing these mortgages with Fannie Mae. We believe
that proceeds from these refinancings will exceed their current balances.
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 and generate funds for new investments over the next several years.
Contractual Obligations
The Company has investments in entities formed under its joint venture relationship with Nuveen Real Estate
which are 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 entities. The terms of the joint venture
arrangements require the Company to fund 40% and Nuveen to fund 60% of the total capital contributions made by
the members. See Item 2 – “Properties” 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.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and
the related disclosures. Actual results could differ from these estimates.
For additional information regarding our significant accounting policies, see Note 2 of the Notes to
Consolidated Financial Statements.
-54-
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, 2024, we were exposed to risks associated with adverse changes in market prices and
interest rates. The Company's principal market risk exposure is interest rate risk. The Company’s future income, cash
flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Many
factors, including governmental monetary and tax policies, domestic and international economic and political
considerations and other factors that are beyond the Company’s control contribute to interest rate risk. The Company
mitigates this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expense while
continuously evaluating all available debt and equity resources and following established risk management policies
and procedures, which may include the periodic use of derivatives. The Company's primary strategy in entering into
derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows.
The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to
fixed rate debt. The Company does not enter into derivative instruments for speculative purposes.
The following table sets forth information as of December 31, 2024, 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
Weighted
Average
Weighted
Average
Carrying Value
Interest Rate
Carrying Value
Interest Rate
2025
$115,209
3.99%
$5,479
8.27%
2026
35,975
4.05%
-0-
-0-%
2027
38,044
4.28%
-0-
-0-%
2028
24,601
4.65%
24,033
6.15%
2029
39,820
3.40%
-0-
-0-%
Thereafter
235,622
4.26%
-0-
-0-%
Total
$489,271
4.18%(1)
$29,512
6.54%(1)
Estimated Fair
Value
$476,058
$29,512
(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, 2024 was 4.21% for mortgages payable and
6.83% for loans payable.
All mortgage loans are at fixed rates. The Company has approximately $5.5 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 $55,000.
In its investment portfolio, the Company has invested in equity securities of other REITs and is primarily exposed
to market price risk from adverse changes in market rates and conditions. The Company’s marketable securities
investments was 1.6% of undepreciated assets as of December 31, 2024. The Company does not intend to increase its
investments in its REIT securities portfolio. 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.
-55-
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,
2024 and 2023.
Item 9A – Controls and Procedures
Disclosure Controls and Procedures
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-
15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give
reasonable assurances to the timely collection, evaluation and disclosure of information that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder as of December 31, 2024.
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 U.S. 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, 2024. In
2024, Management retained the services of DLA, LLC, an independent firm, to assist management in its assessment
of the Company’s internal controls over financial reporting. 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, 2024.
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, 2024, 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, 2024, 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, 2024 and 2023, and the
-56-
related consolidated statements of income (loss), shareholders’ equity and cash flows for each of the three years in the
period ended December 31, 2024, and our report dated February 26, 2025, 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 over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
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 26, 2025
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, 2024 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.
-57-
PART III
Item 10 – Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2025 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.
Item 11 – Executive Compensation
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2025 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 2025 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 2025 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 2025 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.
-58-
PART IV
Item 15 – Exhibits, Financial Statement Schedules
Page(s)
(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
(ii)
Consolidated Balance Sheets as of December 31, 2024 and 2023
66-67
(iii)
Consolidated Statements of Income (Loss) for the years ended December 31, 2024,
2023 and 2022
68
(iv)
Consolidated Statements of Shareholders’ Equity for the years ended December 31,
2024, 2023 and 2022
69-70
(v)
Consolidated Statements of Cash Flows for the years ended December 31, 2024,
2023 and 2022
71
(vi)
Notes to Consolidated Financial Statements
72-103
(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, 2024
104-113
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.
-59-
(a) (3) The Exhibits set forth in the following index of Exhibits are filed as part of this Report.
Exhibit
No.
Description
(2)
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1
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).
(3)
Articles of Incorporation and By-Laws
3.1
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).
3.2
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).
3.3
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).
3.4
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).
3.5
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).
3.6
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).
3.7
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).
3.8
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).
3.9
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).
3.10
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).
3.11
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).
3.12
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).
-60-
Exhibit
No.
Description
3.13
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).
3.14
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).
3.15
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).
3.16
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).
3.17
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).
3.18
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).
3.19
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).
3.20
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).
3.21
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).
3.22
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).
3.23
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).
3.24
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).
3.25
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant
with the Securities and Exchange Commission on May 19, 2023, Registration No. 001-12690).
3.26
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 September 16, 2024,
Registration No. 001-12690).
-61-
Exhibit
No.
Description
3.27
Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by
reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on March 31, 2014, Registration No. 001-12690).
(4)
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
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).
4.2
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).
4.3
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)
Material Contracts
10.1
+
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).
10.2
+
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).
10.3
+
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).
10.4
+
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).
10.5
+
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).
10.7
+
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).
-62-
Exhibit
No.
Description
10.8
+
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).
10.9
+
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
+
UMH Properties, Inc. 2023 Equity Incentive Plan (incorporated by reference to the Company’s
Definitive Proxy Statement (DEF 14A) as filed with the Securities and Exchange Commission
on March 31, 2023, Registration No. 001-12690).
10.12
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).
10.13
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 April 4, 2023, Registration
No. 001-12690).
10.14
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).
10.15
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
(incorporated by reference to the Form 10-K as filed by the Registrant with the Securities and
Exchange Commission on February 28, 2023, Registration No. 001-12690).
10.16
Commitment Amount Increase Request to Second Amended and Restated Credit Agreement by
and among UMH Properties, Inc. and Bank of Montreal, as Administrative Agent (incorporated
by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on April 4, 2024, Registration No. 001-12690).
10.17
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).
10.18
Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets
Corp., J.P. Morgan Securities LLC, Wells Fargo 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 12, 2024, Registration No. 001-12690).
-63-
Exhibit
No.
Description
10.19
Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets
Corp., J.P. Morgan Securities LLC, Wells Fargo 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 September 16, 2024, Registration No. 001-12690).
(19)
*
Insider Trading Policy
(21)
*
Subsidiaries of the Registrant.
(23)
*
Consent of PKF O’Connor Davies, LLP.
(31.1)
*
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.
(31.2)
*
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.
(32)
*
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.
(97)
+
Compensation Clawback Policy (incorporated by reference to the Company’s 2023 Form 10-K as
filed with the Securities and Exchange Commission on February 28, 2024).
(101)
Interactive Data File
++
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)
101.SCH
++
Inline XBRL Taxonomy Extension Schema Document
101.CAL
++
Inline XBRL Taxonomy Extension Calculation Document
101.LAB
++
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
++
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
104
++
++
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.
-64-
SIGNATURES
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.
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 26, 2025
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.
Title
Date
/s/Eugene W. Landy
EUGENE W. LANDY
Chairman of the Board
February 26, 2025
/s/Samuel A. Landy
SAMUEL A. LANDY
President, Chief Executive Officer and Director
February 26, 2025
/s/Anna T. Chew
ANNA T. CHEW
Executive Vice President, Chief Financial Officer,
Treasurer and Director
February 26, 2025
/s/Amy Butewicz
AMY BUTEWICZ
Director
February 26, 2025
/s/Jeffrey A. Carus
JEFFREY A. CARUS
Director
February 26, 2025
/s/Kiernan Conway
KIERNAN CONWAY
Director
February 26, 2025
/s/Matthew Hirsch
MATTHEW HIRSCH
Director
February 26, 2025
/s/Michael P. Landy
MICHAEL P. LANDY
Director
February 26, 2025
/s/Stuart Levy
STUART LEVY
Director
February 26, 2025
/s/William Mitchell
WILLIAM MITCHELL
Director
February 26, 2025
/s/Angela D. Pruitt-Marriott
ANGELA D. PRUITT-MARRIOTT
Director
February 26, 2025
/s/Kenneth K. Quigley, Jr.
KENNETH K. QUIGLEY, JR.
Director
February 26, 2025
-65-
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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2024, 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, 2024, 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 26, 2025, expressed an
unqualified opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.
/s/ PKF O’Connor Davies, LLP
February 26, 2025
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, 2024 and 2023
(in thousands except per share amounts)
-ASSETS-
2024
2023
Investment Property and Equipment
Land
$ 88,037
$ 86,497
Site and Land Improvements
970,053
896,568
Buildings and Improvements
44,782
39,506
Rental Homes and Accessories
566,242
516,470
Total Investment Property
1,669,114
1,539,041
Equipment and Vehicles
31,488
29,126
Total Investment Property and Equipment
1,700,602
1,568,167
Accumulated Depreciation
(471,703)
(416,309)
Net Investment Property and Equipment
1,228,899
1,151,858
Other Assets
Cash and Cash Equivalents
99,720
57,320
Marketable Securities at Fair Value
31,883
34,506
Inventory of Manufactured Homes
34,982
32,940
Notes and Other Receivables, net
91,668
81,071
Prepaid Expenses and Other Assets
14,261
11,729
Land Development Costs
33,868
33,302
Investment in Joint Venture
28,447
24,851
Total Other Assets
334,829
275,719
TOTAL ASSETS
$ 1,563,728
$ 1,427,577
See Accompanying Notes to Consolidated Financial Statements
-67-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2024 and 2023
(in thousands except per share amounts)
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
2024
2023
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs
$ 485,540
$ 496,483
Other Liabilities:
Accounts Payable
7,979
6,106
Loans Payable, net of unamortized debt issuance costs
28,279
93,479
Series A Bonds, net of unamortized debt issuance costs
100,903
100,055
Accrued Liabilities and Deposits
15,091
15,117
Tenant Security Deposits
10,027
9,543
Total Other Liabilities
162,279
224,300
Total Liabilities
647,819
720,783
Commitments and Contingencies
Shareholders’ Equity:
Series D – 6.375% Cumulative Redeemable Preferred
Stock, $0.10 par value per share, 13,700 shares authorized as
of December 31, 2024 and 2023; 12,823 and 11,607 shares
issued and outstanding as of December 31, 2024 and 2023,
respectively
320,572
290,180
Common Stock - $0.10 par value per share, 163,714 and
153,714 shares authorized as of December 31, 2024 and 2023,
respectively; 81,909 and 67,978 shares issued and outstanding
as of December 31, 2024 and 2023, respectively
8,191
6,798
Excess Stock - $0.10 par value per share, 3,000 shares
authorized; no shares issued or outstanding as of
December 31, 2024 and 2023
-0-
-0-
Additional Paid-In Capital
610,630
433,106
Accumulated Deficit
(25,364)
(25,364)
Total UMH Properties, Inc. Shareholders’ Equity
914,029
704,720
Non-Controlling Interest in Consolidated Subsidiaries
1,880
2,074
Total Shareholders’ Equity
915,909
706,794
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 1,563,728
$ 1,427,577
See Accompanying Notes to Consolidated Financial Statements
-68-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(in thousands)
2024
2023
2022
INCOME:
Rental and Related Income
$ 207,019
$ 189,749
$ 170,434
Sales of Manufactured Homes
33,533
31,176
25,342
Total Income
240,552
220,925
195,776
EXPENSES:
Community Operating Expenses
87,354
81,343
75,660
Cost of Sales of Manufactured Homes
21,894
21,089
17,562
Selling Expenses
6,833
6,949
5,282
General and Administrative Expenses
21,772
19,703
18,979
Depreciation Expense
60,239
55,719
48,769
Total Expenses
198,092
184,803
166,252
OTHER INCOME (EXPENSE):
Interest Income
7,122
4,984
4,085
Dividend Income
1,452
2,318
2,903
Gain (Loss) on Sales of Marketable Securities, net
(3,778)
183
6,394
Increase (Decrease) in Fair Value of Marketable Securities
1,167
(3,555)
(21,839)
Other Income
794
1,082
1,240
Loss on Investment in Joint Venture
(376)
(808)
(671)
Interest Expense
(27,287)
(32,475)
(26,439)
Total Other Income (Expense)
(20,906)
(28,271)
(34,327)
Income (Loss) Before Loss on Sales of Investment Property
and Equipment
21,554
7,851
(4,803)
Loss on Sales of Investment Property and Equipment
(113)
-0-
(169)
Net Income (Loss)
21,441
7,851
(4,972)
Preferred Dividends
(19,163)
(16,723)
(23,221)
Redemption of Preferred Stock
-0-
-0-
(8,190)
Loss Attributable to Non-Controlling Interest
194
158
118
Net Income (Loss) Attributable to Common
Shareholders
$2,472
$(8,714)
$(36,265)
Net Income (Loss) Attributable to Common
Shareholders Per Share – Basic and Diluted
$0.03
$(0.15)
$(0.67)
Weighted Average Common Shares Outstanding:
Basic
74,114
63,068
54,389
Diluted
74,912
63,681
55,325
See Accompanying Notes to Consolidated Financial Statements
-69-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(in thousands)
Common Stock
Preferred
Preferred
Issued and Outstanding
Stock
Stock
Number
Amount
Series C
Series D
Balance December 31, 2021
51,651
$5,165
$247,100
$215,219
Common Stock Issued with the DRIP
430
44
-0-
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
124
12
-0-
-0-
Common Stock Issued through Stock Options
404
40
-0-
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
4,986
499
-0-
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
-0-
10,160
Redemption of Preferred Stock
-0-
-0-
(247,100)
-0-
Distributions
-0-
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
-0-
Investment from Non-Controlling Interest
-0-
-0-
-0-
-0-
Net Loss
-0-
-0-
-0-
-0-
Balance December 31, 2022
57,595
5,760
-0-
225,379
Common Stock Issued with the DRIP
612
61
-0-
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
302
30
-0-
-0-
Common Stock Issued through Stock Options
71
7
-0-
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
9,398
940
-0-
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
-0-
64,801
Distributions
-0-
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
-0-
Net Income (Loss)
-0-
-0-
-0-
-0-
Balance December 31, 2023
67,978
6,798
-0-
290,180
Common Stock Issued with the DRIP
623
62
-0-
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
496
50
-0-
-0-
Common Stock Issued through Stock Options
280
28
-0-
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
12,532
1,253
-0-
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
-0-
30,392
Distributions
-0-
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
-0-
Net Income (Loss)
-0-
-0-
-0-
-0-
Balance December 31, 2024
81,909
$8,191
$-0-
$320,572
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, 2024, 2023 and 2022
(in thousands)
See Accompanying Notes to Consolidated Financial Statements
Additional
Paid-In
Undistributed
Income
(Accumulated
Non-Controlling
Interest in
Consolidated
Total
Shareholders’
Capital
Deficit)
Subsidiary
Equity
Balance December 31, 2021
$300,020
$(25,364)
$-0-
$742,140
Common Stock Issued with the DRIP
7,764
-0-
-0-
7,808
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(12)
-0-
-0-
-0-
Common Stock Issued through Stock Options
4,155
-0-
-0-
4,195
Common Stock Issued in connection with At-The-Market
Offerings, net
100,253
-0-
-0-
100,752
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(1,085)
-0-
-0-
9,075
Redemption of Preferred Stock
8,185
(8,185)
-0-
(247,100)
Distributions
(81,061)
13,039
-0-
(68,022)
Stock Compensation Expense
4,970
-0-
-0-
4,970
Investment from Non-Controlling Interest
-0-
-0-
2,350
2,350
Net Loss
-0-
(4,854)
(118)
(4,972)
Balance December 31, 2022
343,189
(25,364)
2,232
551,196
Common Stock Issued with the DRIP
8,985
-0-
-0-
9,046
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(30)
-0-
-0-
-0-
Common Stock Issued through Stock Options
727
-0-
-0-
734
Common Stock Issued in connection with At-The-Market
Offerings, net
144,849
-0-
-0-
145,789
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(9,072)
-0-
-0-
55,729
Distributions
(60,438)
(8,009)
-0-
(68,447)
Stock Compensation Expense
4,896
-0-
-0-
4,896
Net Income (Loss)
-0-
8,009
(158)
7,851
Balance December 31, 2023
433,106
(25,364)
2,074
706,794
Common Stock Issued with the DRIP
10,151
-0-
-0-
10,213
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(50)
-0-
-0-
-0-
Common Stock Issued through Stock Options
2,891
-0-
-0-
2,919
Common Stock Issued in connection with At-The-Market
Offerings, net
219,369
-0-
-0-
220,622
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(2,377)
-0-
-0-
28,015
Distributions
(59,817)
(21,635)
-0-
(81,452)
Stock Compensation Expense
7,357
-0-
-0-
7,357
Net Income (Loss)
-0-
21,635
(194)
21,441
Balance December 31, 2024
$610,630
$(25,364)
$1,880
$915,909
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UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(in thousands)
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)
$ 21,441
$ 7,851
$ (4,972)
Non-Cash items included in Net Income (Loss):
Depreciation
60,239
55,719
48,769
Amortization of Financing Costs
2,384
2,135
1,956
Stock Compensation Expense
4,784
4,896
4,970
Provision for Uncollectible Notes and Other Receivables
2,079
2,061
1,497
(Gain) Loss on Sales of Marketable Securities, net
3,778
(183)
(6,394)
(Increase) Decrease in Fair Value of Marketable Securities
(1,167)
3,555
21,839
Loss on Sales of Investment Property and Equipment
113
-0-
169
Loss on Investment in Joint Venture
895
1,026
756
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes
(2,042)
55,528
(64,809)
Notes and Other Receivables, net of notes acquired with acquisitions
(12,676)
(15,861)
(12,740)
Prepaid Expenses and Other Assets
(558)
4,308
(636)
Accounts Payable
1,873
(281)
2,113
Accrued Liabilities and Deposits
(26)
(1,735)
(310)
Tenant Security Deposits
484
1,058
565
Net Cash Provided by (Used in) Operating Activities
81,601
120,077
(7,227)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities, net of mortgages assumed
-0-
(3,679)
(65,562)
Purchase of Investment Property and Equipment
(92,101)
(123,860)
(81,112)
Proceeds from Sales of Investment Property and Equipment
5,282
3,049
3,098
Additions to Land Development Costs
(48,567)
(37,928)
(27,185)
Purchase of Marketable Securities through automatic reinvestments
(24)
(23)
(19)
Proceeds from Sales of Marketable Securities
36
4,323
56,144
Investment in Joint Venture
(4,491)
(7,455)
(10,241)
Net Cash Used in Investing Activities
(139,865)
(165,573)
(124,877)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of mortgages assumed
-0-
57,743
59,801
Net Proceeds (Payments) from Short-Term Borrowings
(65,170)
(59,542)
107,280
Principal Payments of Mortgages and Loans
(11,864)
(70,317)
(24,294)
Proceeds from Bond Issuance
-0-
-0-
102,670
Financing Costs on Debt
(645)
(1,678)
(6,561)
Investments from Non-Controlling Interest
-0-
-0-
2,350
Proceeds from At-The-Market Preferred Equity Program, net of offering
costs
28,015
55,729
9,075
Payments on Redemption of Preferred Stock
-0-
-0-
(247,100)
Proceeds from At-The-Market Common Equity Program,
net of offering costs
220,622
145,789
100,752
Proceeds from Issuance of Common Stock in the DRIP, net of
dividend reinvestments
6,999
6,394
5,025
Proceeds from Exercise of Stock Options
2,919
734
4,195
Preferred Dividends Paid
(19,163)
(16,723)
(24,611)
Common Dividends Paid, net of dividend reinvestments
(59,075)
(49,072)
(40,628)
Net Cash Provided by Financing Activities
102,638
69,057
47,954
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
44,374
23,561
(84,150)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
64,437
40,876
125,026
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END
OF YEAR
$ 108,811
$ 64,437
$ 40,876
See Accompanying Notes to Consolidated Financial Statements
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UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 and 2023
NOTE 1 – ORGANIZATION
UMH Properties, Inc., a Maryland corporation, and its subsidiaries (“we”, “our”, “us” or “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”), 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
holds a 77% controlling interest in its qualified opportunity zone fund which it created in 2022 to acquire, develop and
redevelop manufactured housing communities located in areas designated as qualified opportunity zones by the U.S.
Treasury Department to encourage long-term investment in economically distressed areas. The consolidated financial
statements of the Company include S&F and all of its other wholly-owned subsidiaries and its qualified 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.
Description of the Business
As of December 31, 2024, the Company operated 139 manufactured home communities (137 of which are
communities in which the Company owns either a 100% or majority interest, of which two communities acquired
through the opportunity zone fund, and two communities owned through a joint venture with Nuveen Real Estate)
containing approximately 26,300 developed homesites. These communities are located in New Jersey, New York,
Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia.
These manufactured home communities are listed by trade names as follows:
MANUFACTURED HOME COMMUNITY
LOCATION
Allentown
Memphis, Tennessee
Arbor Estates
Doylestown, Pennsylvania
Auburn Estates
Orrville, Ohio
Bayshore Estates
Sandusky, Ohio
Birchwood Farms
Birch Run, Michigan
Boardwalk
Elkhart, Indiana
Broadmore Estates
Goshen, Indiana
Brookside Village
Berwick, Pennsylvania
Brookview Village
Greenfield Center, New York
Camelot Village
Anderson, Indiana
Camelot Woods
Altoona, Pennsylvania
Candlewick Court
Owosso, Michigan
Carsons
Chambersburg, Pennsylvania
Catalina
Middletown, Ohio
Cedarcrest Village
Vineland, New Jersey
Center Manor
Monaca, Pennsylvania
Chambersburg I & II
Chambersburg, Pennsylvania
Chelsea
Sayre, Pennsylvania
Cinnamon Woods
Conowingo, Maryland
City View
Lewistown, Pennsylvania
Clinton Mobile Home Resort
Tiffin, Ohio
Collingwood
Horseheads, New York
Colonial Heights
Wintersville, Ohio
Countryside Estates
Muncie, Indiana
Countryside Estates
Ravenna, Ohio
Countryside Village
Columbia, Tennessee
Cranberry Village
Cranberry Township, Pennsylvania
Crestview
Athens, Pennsylvania
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MANUFACTURED HOME COMMUNITY
LOCATION
Cross Keys Village
Duncansville, Pennsylvania
Crossroads Village
Mount Pleasant, Pennsylvania
Dallas Mobile Home Community
Toronto, Ohio
Deer Meadows
New Springfield, Ohio
Deer Run
Dothan, Alabama
Duck River Estates
Columbia, Tennessee
D & R Village
Clifton Park, New York
Evergreen Estates
Lodi, Ohio
Evergreen Manor
Bedford, Ohio
Evergreen Village
Mantua, Ohio
Fairview Manor
Millville, New Jersey
Fifty-One Estates
Elizabeth, Pennsylvania
Fohl Village
Canton, Ohio
Forest Creek
Elkhart, Indiana
Forest Park Village
Cranberry Township, Pennsylvania
Fox Chapel Village
Cheswick, Pennsylvania
Frieden Manor
Schuylkill Haven, Pennsylvania
Friendly Village
Perrysburg, Ohio
Garden View Estates
Orangeburg, South Carolina
Green Acres
Chambersburg, Pennsylvania
Gregory Courts
Honey Brook, Pennsylvania
Hayden Heights
Dublin, Ohio
Heather Highlands
Inkerman, Pennsylvania
Hidden Creek
Erie, Michigan
High View Acres
Export, Pennsylvania
Highland
Elkhart, Indiana
Highland Estates
Kutztown, Pennsylvania
Hillcrest Crossing
Lower Burrell, Pennsylvania
Hillcrest Estates
Marysville, Ohio
Hillside Estates
Greensburg, Pennsylvania
Holiday Village
Nashville, Tennessee
Holiday Village
Elkhart, Indiana
Holly Acres Estates
Erie, Pennsylvania
Hudson Estates
Peninsula, Ohio
Huntingdon Pointe
Tarrs, Pennsylvania
Independence Park
Clinton, Pennsylvania
Iris Winds
Sumter, South Carolina
Kinnebrook
Monticello, New York
Lake Erie Estates
Fredonia, New York
Lake Sherman Village
Navarre, Ohio
Lakeview Meadows
Lakeview, Ohio
Laurel Woods
Cresson, Pennsylvania
Little Chippewa
Orrville, Ohio
Mandell Trails
Butler, Pennsylvania
Maple Manor
Taylor, Pennsylvania
Marysville Estates
Marysville, Ohio
Meadowood
New Middletown, Ohio
Meadows
Nappanee, Indiana
Meadows of Perrysburg
Perrysburg, Ohio
Melrose Village
Wooster, Ohio
Melrose West
Wooster, Ohio
Memphis Blues
Memphis, Tennessee
Mighty Oak
Albany, Georgia
Monroe Valley
Jonestown, Pennsylvania
Moosic Heights
Avoca, Pennsylvania
Mount Pleasant Village
Mount Pleasant, Pennsylvania
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MANUFACTURED HOME COMMUNITY
LOCATION
Mountaintop
Narvon, Pennsylvania
New Colony
West Mifflin, Pennsylvania
Northtowne Meadows
Erie, Michigan
Oak Ridge Estates
Elkhart, Indiana
Oak Tree
Jackson, New Jersey
Oakwood Lake Village
Tunkhannock, Pennsylvania
Olmsted Falls
Olmsted Falls, Ohio
Oxford Village
West Grove, Pennsylvania
Parke Place
Elkhart, Indiana
Perrysburg Estates
Perrysburg, Ohio
Pikewood Manor
Elyria, Ohio
Pine Ridge Village/Pine Manor
Carlisle, Pennsylvania
Pine Valley Estates
Apollo, Pennsylvania
Pleasant View Estates
Bloomsburg, Pennsylvania
Port Royal Village
Belle Vernon, Pennsylvania
Redbud Estates
Anderson, Indiana
River Bluff Estates
Memphis, Tennessee
River Valley Estates
Marion, Ohio
Rolling Hills Estates
Carlisle, Pennsylvania
Rostraver Estates
Belle Vernon, Pennsylvania
Rum Runner (1)
Sebring, Florida
Saddle Creek
Dothan, Alabama
Sandy Valley Estates
Magnolia, Ohio
Sebring Square (1)
Sebring, Florida
Shady Hills
Nashville, Tennessee
Somerset Estates/Whispering Pines
Somerset, Pennsylvania
Southern Terrace
Columbiana, Ohio
Southwind Village
Jackson, New Jersey
Spreading Oaks Village
Athens, Ohio
Springfield Meadows
Springfield, Ohio
Suburban Estates
Greensburg, Pennsylvania
Summit Estates
Ravenna, Ohio
Summit Village
Marion, Indiana
Sunny Acres
Somerset, Pennsylvania
Sunnyside
Eagleville, Pennsylvania
Trailmont
Goodlettsville, Tennessee
Twin Oaks I & II
Olmsted Falls, Ohio
Twin Pines
Goshen, Indiana
Valley High
Ruffs Dale, Pennsylvania
Valley Hills
Ravenna, Ohio
Valley Stream
Mountaintop, Pennsylvania
Valley View I
Ephrata, Pennsylvania
Valley View II
Ephrata, Pennsylvania
Valley View – Honey Brook
Honey Brook, Pennsylvania
Voyager Estates
West Newton, Pennsylvania
Waterfalls Village
Hamburg, New York
Wayside
Bellefontaine, Ohio
Weatherly Estates
Lebanon, Tennessee
Wellington Estates
Export, Pennsylvania
Woodland Manor
West Monroe, New York
Woodlawn Village
Eatontown, New Jersey
Woods Edge
West Lafayette, Indiana
Wood Valley
Caledonia, Ohio
Worthington Arms
Lewis Center, Ohio
Youngstown Estates
Youngstown, New York
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(1) Entities formed under the Company’s joint venture with Nuveen Real Estate, in which the Company holds
a 40% interest and serves as managing member.
In addition to the manufactured home communities owned by the Company listed above one community is under
development located in Honey Brook, Pennsylvania. See Note 5.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company prepares its financial statements under the accrual basis of accounting, in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”). All the Company’s
subsidiaries are 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 U.S. 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 buildings and improvements or 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 2023, we acquired 1 value-add community
containing 118 sites and developed 406 expansions sites. There were no acquisitions in 2024. The Company
capitalizes payroll, benefits and stock compensation expense for those individuals responsible for and who spend their
time on the execution and supervision of development activities and capital projects. These amounts capitalized to
land development were approximately $7.5 million and $3.4 million for the years ended December 31, 2024 and 2023,
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
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commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported
at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property
is held for disposition, depreciation expense is not recorded.
The Company conducted a comprehensive review of all real estate asset classes in accordance with ASC
360-10-35-21. The process entailed the analysis of property for instances where the net book value exceeded the
estimated fair value. The Company reviewed its operating properties in light of the requirements of ASC 360-10 and
determined that, as of December 31, 2024, 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 acquisition of its manufactured home community during 2023 should be accounted for as
acquisition 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 entities formed under 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 entities. 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 the 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. 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
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basis and has the ability and intent to hold securities to recovery, therefore as of December 31, 2024 and 2023, gains
or losses on the sale of securities are based on average cost and are accounted for on a trade date basis. As of December
31, 2024, the securities portfolio represented 1.6% of undepreciated assets. The Company does not intend to increase
its investments in its REIT securities portfolio.
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, 2024 and 2023, the reserves for uncollectible accounts, notes and other receivables were
$2.5 million and $2.8 million, respectively. For the years ended December 31, 2024, 2023 and 2022 the provisions
for uncollectible notes and other receivables were $2.1 million, $2.1 million and $1.5 million, respectively. Charge-
offs and other adjustments related to repossessed homes for the years ended December 31, 2024, 2023 and 2022
amounted to $2.3 million, $1.9 million and $1.0 million, respectively.
The Company accounts for its receivables in accordance with 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, 2024
and 2023, the Company had notes receivable of $87.4 million and $77.1 million, net of a fair value adjustment of $1.8
million and $1.6 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. As of December 31, 2024, the weighted average interest rate on
these loans were approximately 7.1% and the average maturity was approximately 6 years. As of December 31, 2023,
the weighted average interest rate on these loans were approximately 7.0% and the average maturity was
approximately 7 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, 2024 and 2023, accumulated amortization amounted to $13.6 million and $11.2
million, respectively. The Company estimates that aggregate amortization expense will be approximately $2.3 million
for 2025, $2.0 million for 2026, $719,000 for 2027, $576,000 for 2028, $543,000 for 2029 and $599,000 thereafter.
Leases
The Company accounts for its 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.
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The Company is the lessee in other arrangements, primarily for our corporate office and a ground lease at
one community expiring April 12, 2099, with an option to extend for another 99-year term. As of December 31, 2024
and 2023, the right-of-use assets and corresponding lease liabilities of $3.0 million and $3.3 million, respectively, are
included in prepaid expenses and other assets and accrued liabilities and deposits on the consolidated balance sheets.
Future minimum lease payments under these leases over the remaining lease terms, exclusive of renewal
options are as follows (in thousands):
2025
$ 460
2026
460
2027
257
2028
111
2029
111
Thereafter
18,392
Total Lease Payments
$ 19,791
The weighted average remaining lease term for these leases, including renewal options is 164 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):
12/31/24
12/31/23
12/31/22
12/31/21
Cash and Cash Equivalents
$99,720
$57,320
$29,785
$116,175
Restricted Cash
9,091
7,117
11,091
8,851
Cash, Cash Equivalents
And Restricted Cash
$108,811
$64,437
$40,876
$125,026
Revenue Recognition
The Company accounts for its Sales of Manufactured Homes in accordance with Accounting Standards
Update (“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.
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Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable
securities and are presented separately but are not in the scope of ASC 606.
Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third
party and other miscellaneous income. This income is recognized when the transactions are completed and our
performance obligations have been fulfilled.
Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number
of common shares outstanding during the period (74.1 million, 63.1 million and 54.4 million in 2024, 2023 and 2022,
respectively). Diluted net income per share is calculated by dividing net income 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. In periods with a net loss, the basic loss per share equals the
diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are
anti-dilutive. For the year ended December 31, 2024, Common Stock equivalents resulting from employee stock
options to purchase 5.4 million shares of Common Stock amounted to 798,000 shares, which were included in the
computation of Diluted Net Income per Share. For the year ended December 31, 2023, employee stock options to
purchase 4.7 million shares of Common Stock were excluded from the computation of Diluted Net Loss per Share as
their effect would be anti-dilutive. 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 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 by using option pricing models, intended to estimate the fair value of the awards
at the grant date less estimated forfeitures. The compensation cost 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 for option grants and restricted stock
awards included in general and administrative expenses of $4.8 million, $4.9 million and $5.0 million have been
recognized in 2024, 2023 and 2022, respectively. During 2024, 2023 and 2022, compensation costs included a one-
time charge of $272,000, $233,000 and $433,000, respectively, for restricted stock and stock option grants awarded
to a participant who was 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).
In December 2017, the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the
Code and became effective for tax years beginning after December 31, 2017 and before January 1, 2026. Under the
TCJA, subject to certain income limitations, individual taxpayers and trusts and estates may deduct 20% of the
aggregate amount of qualified REIT dividends they receive from their taxable income. Qualified REIT dividends do
not include any portion of a dividend received from a REIT that is classified as a capital gain dividend or qualified
dividend income.
-80-
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,
2023. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest
expense. As of December 31, 2024, the tax years 2021 through and including 2024 remain open to examination by
the Internal Revenue Service. There are currently no federal tax examinations in progress.
Reclassifications
Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform
to the financial statement presentation for the current year.
Other Recent Accounting Pronouncements
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard
Update (“ASU”) 2024-03 - Income Statement – Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of income statement expenses for
public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the
income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures
within the footnotes to the financial statements. This ASU is effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods beginning after December 15, 2027 and should be applied either
(1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2)
retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The
Company anticipates making the required disclosures beginning with its Form 10-K for the year ending December 31,
2027.
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 2023
On January 19, 2023, the Company acquired Mighty Oak, a newly developed manufactured home community
located in Albany, Georgia, for approximately $3.7 million, through its qualified opportunity zone fund (See Note 6).
This community contains a total of 118 newly developed homesites that are situated on approximately 26 total acres.
The Company has evaluated this acquisition and has determined that it should be accounted for as acquisition
of assets. As such, we have allocated the total cash consideration, including transaction costs of approximately
$29,000 for 2023 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 year ended December 31, 2023 (in thousands):
2023 Acquisition
Assets Acquired:
Land
$
234
Depreciable Property
3,445
Notes Receivable and Other
-0-
Total Assets Acquired
$
3,679
Total income, community net operating income (“Community NOI”)* and net loss for the community
acquired in 2023, which is included in our consolidated statements of income (loss) for the years ended December 31,
2024 and 2023, is as follows (in thousands):
-81-
2023 Acquisition
2024
2023
Total Income
$
113
$
2
Community NOI *
$
26
$
(24)
Net Loss
$
(179)
$
(155)
*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.
Accumulated Depreciation
The following is a summary of accumulated depreciation by major classes of assets (in thousands):
December 31, 2024
December 31, 2023
Site and land improvements
$ 287,591
$ 255,928
Buildings and improvements
14,214
12,690
Rental homes and accessories
144,768
124,493
Equipment and vehicles
25,130
23,198
Total accumulated depreciation
$ 471,703
$ 416,309
NOTE 4 – MARKETABLE SECURITIES
The Company’s marketable securities primarily consist of common and preferred stock of other REITs. The
Company does not own more than 10% of the outstanding shares of any of these securities, nor does it have controlling
financial interest. The REIT securities portfolio provides the Company with additional diversification, liquidity and
income. As of December 31, 2024, the securities portfolio represented 1.6% of undepreciated assets. The Company
does not intend to increase its investments in its REIT securities portfolio.
-82-
The following is a listing of marketable securities at December 31, 2024 (in thousands):
Interest Number
Market
Series
Rate
of Shares
Cost
Value
Equity Securities:
Preferred Stock:
Cedar Realty Trust, Inc.
B
7.250%
15
$304
$219
Cedar Realty Trust, Inc.
C
6.500%
20
494
290
Total Preferred Stock
798
509
Common Stock:
Diversified Healthcare Trust
171
2,920
393
Franklin Street Properties Corporation
220
2,219
403
Industrial Logistics Properties Trust
87
1,729
318
Kimco Realty Corporation
880
16,490
20,618
Office Properties Income Trust
562
36,418
561
Orion Office REIT, Inc.
18
293
69
Realty Income Corporation
145
8,527
7,729
Regency Centers Corporation
17
1,024
1,283
Total Common Stock
69,620
31,374
Total Marketable Securities
$70,418
$31,883
The following is a listing of marketable securities at December 31, 2023 (in thousands):
Interest Number
Market
Series
Rate
of Shares
Cost
Value
Equity Securities:
Preferred Stock:
Cedar Realty Trust, Inc.
B
7.250%
13
$278
$169
Cedar Realty Trust, Inc.
C
6.500%
20
494
254
Pennsylvania Real Estate Investment Trust
B
7.375%
40
1,000
16
Pennsylvania Real Estate Investment Trust
D
6.875%
20
498
8
Total Preferred Stock
2,270
447
Common Stock:
Diversified HealthCare Trust
171
2,920
639
Franklin Street Properties Corporation
220
2,219
563
Industrial Logistics Properties Trust
87
1,729
410
Kimco Realty Corporation
880
16,490
18,753
Office Properties Income Trust
562
36,418
4,110
Orion Office REIT, Inc.
18
293
106
Pennsylvania Real Estate Investment Trust
15
2,316
7
Realty Income Corporation
145
8,527
8,309
Regency Centers Corporation
17
1,024
1,162
Total Common Stock
71,936
34,059
Total Marketable Securities
$74,206
$34,506
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Gain (loss) on sales of marketable securities, net amounted to a loss of approximately $3.8 million for the
year ended December 31, 2024 and a gain of approximately $183,000 and $6.4 million for the years ended December
31, 2023 and 2022, respectively. During 2022, Monmouth Real Estate Investment Corporation (“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 Company’s securities portfolio included 2.7 million shares of common stock of 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. The merger consideration received by the Company totaled approximately $55.7 million, which resulted in
a gain of approximately $30.7 million. During 2022, 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, 2024, 2023 and 2022, the securities portfolio
had net unrealized holding losses of $38.5 million, $39.7 million and $36.1 million, respectively.
NOTE 5- INVESTMENT IN JOINT VENTURE
In December 2021, the Company and Nuveen Real Estate (“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 initial
joint venture entity were 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 provided 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 called 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 entity and is responsible
for day-to-day operations of the joint venture entity 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, asset management and other fees from the joint
venture entity. In addition, once each member has recouped its invested capital and received a 7.5% net unlevered
internal rate of return, 80% of distributable cash will be allocated pro rata in accordance with the members’ respective
percentage interests and the Company and Nuveen will receive a promote percentage equal to 70% (in the case of the
Company) and 30% (in the case of Nuveen) of the remaining 20% of distributable cash. After 7 years the Company
may elect to consummate the crystallization of the promote.
Under the terms of the LLC Agreement, after December 8, 2024 or, if later, the second anniversary of the
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 entity. 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 entity 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 provided 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 called 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 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. Under the terms of the LLC Agreement, if Nuveen determines not to pursue or approve any such
acquisition, the Company would be permitted to acquire the property outside the joint venture. Since the execution
of the LLC Agreement, Nuveen has 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,
-84-
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 LLC Agreement provides that 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.
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.
In December 2021, the joint venture entity 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. In December 2022, the joint
venture entity 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. This community contains 144
developed homesites situated on approximately 20 acres. The Company manages these communities on behalf of the
joint venture entity.
During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen
have continued 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.
During 2022, the Company and Nuveen 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 original 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. The Company and Nuveen also informally agreed that, unless
otherwise determined in connection with any specific future investment, capital for any such new joint venture entity
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 LLC Agreement entered into in 2021, except that the amounts of the parties’ respective
capital commitments will be determined on a property-by-property basis.
In November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a new joint
venture entity with Nuveen. The new joint venture entity was established to, directly or through one or more
subsidiaries, identify, source, originate, acquire, hold, operate, sell, lease, mortgage, maintain, own, manage, finance,
refinance, reposition, improve, renovate, develop, redevelop, pledge, hedge, exchange, and otherwise deal in and with
the rental of manufactured housing and/or recreational vehicle communities that meet other investment guidelines.
The terms of the new joint venture entity are set forth in a Limited Liability Company Agreement dated as of
November 29, 2023 (the “Second LLC Agreement”) entered into between a wholly owned subsidiary of the Company
and an affiliate of Nuveen. The Company serves as managing member of this new joint venture entity and is
responsible for day-to-day operations of the joint venture entity 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 oversite, development and other fees
from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned by the
Company, with a carrying value cost basis of $3.8 million, was contributed to the new joint venture entity. The
Company was reimbursed by Nuveen for 60% of the carrying value of this land. This new joint venture entity is
focused on the development of a new manufactured housing community on this property. The community, once
complete, is expected to contain 113 manufactured home sites situated on approximately 61 acres. This community is
expected to open at the end of the second quarter of 2025 with our first two homes on order currently.
References in this report to the Company’s joint venture relationship with Nuveen are intended to refer to its
ongoing relationship with Nuveen.
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The Company accounts for its joint venture with Nuveen Real Estate under the equity method of accounting
in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.
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 Monmouth Real Estate Investment Corp. (“MREIC”) merger, in the 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 Estates,
located in Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the Company, through the OZ
Fund, acquired Mighty Oak, located in Albany, Georgia, for approximately $3.7 million. As of December 31, 2024, 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, directors and
employees of the Company.
NOTE 7 – LOANS AND MORTGAGES PAYABLE
Loans Payable
The following is a summary of our loans payable as of December 31, 2024 and 2023 (in thousands):
December 31, 2024
December 31, 2023
Amount
Rate
Amount
Rate
Margin loan
(1)
$-0-
N/A
$-0-
N/A
Unsecured line of credit
(2)
-0-
N/A
70,000
7.27%
Floorplan inventory financing
(3)
5,479
8.27%
-0-
N/A
FirstBank rental home loan
(4)
24,033
6.15%
24,683
6.15%
FirstBank rental home line of credit
(5)
-0-
N/A
-0-
N/A
Triad rental home loan
(6)
-0-
N/A
-0-
N/A
OceanFirst notes receivable
financing
(7)
-0-
N/A
-0-
N/A
Total Loans Payable
29,512
6.54%
94,683
6.98%
Unamortized debt issuance costs
(1,233)
(1,204)
Loans Payable, net of unamortized
debt issuance costs
$28,279
6.83%
$93,479
7.07%
(1)
Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately
2 times.
(2)
Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and
Wells Fargo, N.A. Total available borrowings under this facility is $260 million. Interest is based on the Company’s overall leverage ratio
and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%, and
maturity is November 7, 2026.
(3)
Represents revolving credit agreements totaling $108.5 million with 21st Mortgage Corporation (“21st Mortgage”), Customers Bank,
Northpoint Commercial Finance and Triad Financial Services (“Triad”) to finance inventory purchases. Interest rates on these agreements
range from prime minus 0.75% to SOFR plus 4%. Subsequent to year end, the Company paid down this balance.
(4)
Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15% and a maturity date of May 10,
2028.
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(5)
Represents a $25 million revolving line of credit secured by rental homes and their leases with a 5-year term and a variable interest rate of
prime.
(6)
Represents a $30 million revolving line of credit secured by rental homes and rental home leases, with an interest rate of prime plus 0.25%,
with a minimum of 5%.
(7)
Represents a $35 million revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.
On March 9, 2023, the Company entered into a $30 million revolving line of credit with Triad secured by rental
homes and rental home leases, with an interest rate of prime plus 0.25%, with a minimum of 5%.
The Company had a $20 million revolving line of credit with OceanFirst Bank (“OceanFirst Line”) secured
by the Company’s eligible notes receivable. Interest was at prime with a floor of 3.25% with a maturity date which
was extended to June 1, 2023. On July 19, 2023, the Company amended the OceanFirst Line from $20 million to $35
million. Interest is at prime with a floor of 4.75%. This line is secured by the Company’s eligible notes receivable. The
amendment also extended the maturity date to June 1, 2025.
The Company had a $20 million revolving line of credit with FirstBank secured by rental homes and rental
home leases in several of our manufactured home communities, expandable to $30 million with an accordion feature.
The facility had a maturity date of November 29, 2022, which was extended to November 29, 2023. Interest was
payable at prime plus 25 basis points with a floor of 3.5%, adjusted on the first day of each calendar quarter. On May
12, 2023, the Company entered into a $25 million term loan with FirstBank. The term loan has a 5-year term with a fixed
interest rate of 6.15%. The term loan is secured by rental homes, and their leases, in various communities throughout our
portfolio. Additionally, the Company entered into a new $25 million revolving line of credit secured by rental homes and
their leases. This new line of credit also has a 5-year term and a variable rate tied to Prime, adjusted on the first day of
each calendar quarter.
Unsecured Line of Credit
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.
On February 24, 2023, the Company amended the Facility to expand available borrowing capacity from $100
million to $180 million. On April 2, 2024, the Company expanded the borrowing capacity on the Facility from $180
million in available borrowings to $260 million in available borrowings. Interest is based on the Company’s overall
leverage ratio and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime
lending rate plus 0.50% to 1.20%.
-87-
The aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows
(in thousands):
Year Ended December 31,
2025
$ 6,176
2026
741
2027
789
2028
21,806
2029
-0-
Thereafter
-0-
Total Loans Payable
29,512
Unamortized debt issuance costs
(1,233)
Loans Payable, net of unamortized
debt issuance costs
$ 28,279
Series A Bonds
On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, or the
2027 Bonds, in an offering to investors in Israel. The Company received $98.7 million, net of offering expenses. The
2027 Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS) and were issued pursuant to
a Deed of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company,
as trustee. The 2027 Bonds 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. As of December 31, 2024, the Company is in compliance with these covenants.
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. The Company does not intend to redeem the
2027 Bonds. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds
by the TASE, the Company may be required to effect an early repayment or redemption of all or a portion of the 2027
Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain
conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.
The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all
of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants,
including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to
shareholders’ equity and to earnings, and customary events of default. 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 6.74%. The weighted average interest rate
was 4.2% as of December 31, 2024 and 2023, including the effect of unamortized debt issuance costs. The weighted
average interest rate was 4.2% as of December 31, 2024 and 2023, not including the effect of unamortized debt
issuance costs. The weighted average loan maturity of the mortgages payable was 4.4 and 5.3 years at December 31,
2024 and 2023, respectively.
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The following is a summary of mortgages payable at December 31, 2024 and 2023 (in thousands):
At December 31, 2024
Balance at December 31,
Property
Due Date
Interest Rate
2024
2023
Allentown
10/01/25
4.06%
$11,348
$11,676
Brookview Village
04/01/25
3.92%
2,333
2,405
Candlewick Court
09/01/25
4.10%
3,787
3,897
Catalina
08/19/25
3.00%
3,736
4,028
Cedarcrest Village
04/01/25
3.71%
10,042
10,357
Clinton Mobile Home Resort
10/01/25
4.06%
2,978
3,064
Cranberry Village
04/01/25
3.92%
6,400
6,595
D & R Village
03/01/25
3.85%
6,436
6,635
Fairview Manor
11/01/26
3.85%
13,647
14,024
Fohl Village
11/22/32
5.93%
9,250
9,373
Forest Park Village
09/01/25
4.10%
7,062
7,266
Hayden Heights
04/01/25
3.92%
1,758
1,812
Highland Estates
06/01/27
4.12%
14,360
14,727
Holiday Village
09/01/25
4.10%
6,720
6,915
Holiday Village- IN
11/01/25
3.96%
7,203
7,413
Holly Acres Estates
09/01/31
3.21%
5,656
5,785
Kinnebrook Village
04/01/25
3.92%
3,399
3,503
Lake Erie Estates
07/06/25
5.16%
2,430
2,491
Lake Sherman Village
09/01/25
4.10%
4,670
4,805
Northtowne Meadows
09/06/26
4.45%
10,781
11,057
Oak Tree
12/15/32
5.60%
11,679
11,843
Olmsted Falls
04/01/25
3.98%
1,761
1,814
Oxford Village
07/01/29
3.41%
13,973
14,321
Perrysburg Estates
09/06/25
4.98%
1,422
1,459
Pikewood Manor
11/29/28
6.74%
12,730
13,049
Shady Hills
04/01/25
3.92%
4,192
4,320
Suburban Estates
10/01/25
4.06%
4,731
4,868
Sunny Acres
10/01/25
4.06%
5,266
5,419
Trailmont
04/01/25
3.92%
2,795
2,880
Twin Oaks
10/01/29
3.37%
5,419
5,553
Valley Hills
06/01/26
4.32%
2,927
3,005
Waterfalls
06/01/26
4.38%
3,991
4,096
Weatherly Estates
04/01/25
3.92%
6,820
7,028
Woods Edge
01/07/26
3.25%
4,630
4,973
Worthington Arms
09/01/25
4.10%
7,918
8,147
Various (2 properties)
02/01/27
4.56%
12,213
12,512
Various (2 properties)
08/01/28
4.27%
11,871
12,145
Various (2 properties)
07/01/29
3.41%
20,427
20,936
Various (4 properties)+
10/01/32
5.24%
32,881
33,467
Various (6 properties)
08/01/27
4.18%
11,471
11,765
Various (8 properties)
01/01/34
5.97%
57,743
57,743
Various (28 properties)*
09/01/30
4.25%
22,923
23,949
Various (28 properties)
09/01/30
2.62%
95,492
98,015
Total Mortgages Payable
489,271
501,135
Unamortized debt issuance costs
(3,731)
(4,652)
Total Mortgages Payable, net of unamortized debt issuance costs
$485,540
$496,483
+ Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.
* Rental home addition to the Fannie Mae credit facility consisting of 28 properties.
At December 31, 2024 and 2023, mortgages were collateralized by real property with a carrying value of $1.1
billion and $1.0 billion, respectively, before accumulated depreciation and amortization. Interest costs amounting to $6.0
million, $5.0 million and $2.7 million were capitalized during 2024, 2023 and 2022, respectively, in connection with the
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Company’s expansion program. At December 31, 2024, the Company operated 139 communities, 137 of which are
communities in which the Company owns either a 100% or majority interest, of which 52 are unencumbered.
Recent Financing Transactions
During the year ended December 31, 2023
On December 14, 2023, the Company completed the addition of eight communities to its Fannie Mae credit
facility through Wells Fargo Bank, N.A., for total proceeds of approximately $57.7 million. This interest only 5.97%
fixed rate loan has a 10-year term with a maturity date of January 1, 2034.
The aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):
Year Ended December 31,
2025
$ 123,844
2026
42,439
2027
42,887
2028
29,022
2029
40,954
Thereafter
210,125
Total
$ 489,271
NOTE 8 – STOCK COMPENSATION PLAN
On May 31, 2023, the shareholders approved the UMH Properties, Inc. 2023 Equity Incentive Award Plan
(the “2023 Plan”), authorizing the grant of options, restricted stock or other stock-based awards to participants. The
maximum number of shares available for grant under the 2023 Plan is 2.2 million shares. The maximum number of
shares underlying awards that may be granted in any one year to a participant is 300,000 shares. Option awards are
exercisable after one year of continued employment or service to the Company from the date of grant and typically
vest over five years, 20% per year on each anniversary date of grant. The option price shall not be below the fair
market value at date of grant.
The 2023 Plan replaced the Company’s Amended and Restated 2013 Incentive Award Plan (“A&R 2013
Plan”), which by its terms terminated with respect to new awards on June 13, 2023. Outstanding grants under the
A&R 2013 Plan will continue to be subject to the terms of the A&R 2013 Plan. No future awards will be granted
under the A&R 2013 Plan, except for those shares previously reserved for outstanding performance-based grants under
the A&R 2013 Plan.
The Compensation Committee has the exclusive authority to administer and construe the 2023 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 2023
Plan is forfeited, expire unexercised, or settled in cash in lieu of Shares, such Shares shall, to the extent of such
forfeiture, expiration, or cash settlement, be available for future grants of awards under the 2023 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).
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Stock Options
During the year ended December 31, 2024, sixty employees were granted options to purchase a total of
829,500 shares. During the year ended December 31, 2024, nine Board of Directors were granted options to purchase
a total of 99,000 shares. During the year ended December 31, 2023, sixty-nine employees were granted options to
purchase a total of 1.4 million shares. During the year ended December 31, 2022, forty-six employees were granted
options to purchase a total of 570,800 shares. These grants vest ratably over five years. The fair value of these options
for the years ended December 31, 2024, 2023 and 2022 was approximately $2.5 million, $4.2 million and $2.6 million,
respectively, based on assumptions noted below and is being amortized over the vesting period. The remaining
unamortized stock option expense was $6.1 million as of December 31, 2024, which will be expensed ratably through
2029.
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:
2024
2023
2022
Dividend yield
5.33%
3.94%
3.47%
Expected volatility
27.05%
27.14%
25.09%
Risk-free interest rate
4.22%
3.59%
2.63%
Expected lives
10
10
10
Estimated forfeitures
-0-
-0-
-0-
During the year ended December 31, 2024, options to twenty-four employees to purchase a total of 280,340
shares were exercised. During the year ended December 31, 2023, options to thirteen employees to purchase a total
of 71,000 shares were exercised. 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, 2024, options to four
employees to purchase a total of 18,400 shares were forfeited. During the year ended December 31, 2023, options to
two employees to purchase a total of 35,500 shares were expired or forfeited.
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A summary of the status of the stock options outstanding under the Company’s stock compensation plans as
of December 31, 2024, 2023 and 2022 and changes during the years then ended are as follows (in thousands):
2024
2023
2022
Weighted-
Weighted-
Weighted-
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
Outstanding at
beginning of year
4,742
$15.74
3,490
$15.96
3,324
$14.25
Granted
928
15.67
1,359
14.36
570
22.88
Exercised
(280)
10.41
(71)
10.34
(404)
10.38
Forfeited
(18)
15.29
(16)
18.15
-0-
-0-
Expired
-0-
-0-
(20)
9.82
-0-
-0-
Outstanding at end of
year
5,372
16.01
4,742
15.74
3,490
15.96
Options exercisable at
end of year
2,587
2,195
1,879
Weighted average fair
value of options
granted during the year
$2.72
$3.10
$4.50
The following is a summary of stock options outstanding as of December 31, 2024 (in thousands):
Date of Grant
Number of
Employees
Number of
Shares
Option Price
Expiration
Date
01/19/17
2
60
14.25
01/19/27
04/04/17
16
387
15.04
04/04/27
04/02/18
14
271
13.09
04/02/28
07/09/18
4
40
15.75
07/09/28
12/10/18
1
25
12.94
12/10/28
01/02/19
2
60
11.42
01/02/29
04/02/19
16
392
13.90
04/02/29
01/17/20
1
10 *
16.37
01/17/30
03/25/20
38
538 *
9.70
03/25/30
05/20/20
2
3 *
11.80
05/20/30
03/18/21
40
157 *
19.36
03/18/31
07/14/21
45
605 *
22.57
07/14/31
03/28/22
42
466 *
23.81
03/28/32
09/09/22
1
100 *
18.52
09/09/32
03/21/23
64
1,332 *
14.36
03/21/33
01/10/24
9
99 *
15.80
01/10/34
03/26/24
59
827 *
15.66
03/26/34
5,372
* From the date of grant, 20% becomes exercisable each year, 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, 2024, 2023 and 2022 was $20.0 million, $7.3 million and
$8.2 million, respectively, of which $10.9 million, $4.5 million and $5.5 million relate to options exercisable. The
intrinsic value of options exercised in 2024, 2023 and 2022 was $1.8 million, $418,000 and $373,000, respectively,
determined as of the date of option exercise. The weighted average remaining contractual term of the above options
was 6.6, 6.8 and 6.7 years as of December 31, 2024, 2023 and 2022, respectively. For the years ended December 31,
2024, 2023 and 2022, amounts charged to stock compensation expense relating to stock option grants included in
general and administrative expenses, totaled $2.0 million, $1.8 million and $1.3 million, respectively.
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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 was expensed over the vesting period. Vesting of these
grants was 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
Bonus of 50% of the
Restricted Stock (total of
150%)
June 30, 2023
Growth in cumulative Normalized FFO over the past 3 years
is 20% or greater
Bonus of 100% of the
Restricted Stock (total of
200%)
(1) Growth in cumulative Normalized FFO is measured as the trailing 12-month Normalized FFO per share at June 30, 2023 divided by
the trailing 12-month Normalized FFO per share at June 30, 2020, which amount is $0.64/share at June 30, 2020.
As of June 30, 2023, the growth in cumulative Normalized FFO per share over the past 3 years was over
20%. The original grant of 146,572 shares vested on August 10, 2023 with a bonus of 100%.
On January 10, 2024, the Company awarded a total of 26,000 shares of restricted stock to six employees. On
March 26, 2024, the Company awarded a total of 413,016 shares of restricted stock to four employees, pursuant to
their employment agreements. These shares vest based on a combination of time and achievement of certain
performance measures. On January 11, 2023, the Company awarded a total of 25,000 shares of restricted stock to five
employees. On March 21, 2023, the Company awarded a total of 98,500 shares of restricted stock to two employees,
pursuant to their employment agreements. 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. The grant date fair value of the restricted stock
grants awarded to participants (other than the performance based awards granted in January 2021) was $6.9 million,
$1.8 million and $2.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. These grants
primarily vest ratably over five years. As of December 31, 2024, there remained a total of $7.2 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 1.8
years. For the years ended December 31, 2024, 2023 and 2022, amounts charged to stock compensation expense
related to restricted stock grants, which is included in general and administrative expenses, totaled $2.8 million, $3.1
million and $3.7 million, respectively.
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A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2024,
2023 and 2022, and changes during the year ended December 31, 2024, 2023 and 2022 are presented below (in
thousands):
Other Stock-Based Awards
Effective June 20, 2018, a portion of our quarterly directors’ fee was paid with our unrestricted Common
Stock. During 2024, 33,084 unrestricted shares of Common Stock were granted as directors’ fees with a weighted
average fair value on the grant date of $16.46 per share. During 2024, 24,275 unrestricted shares of Common Stock
were granted to four employees, pursuant to their employment agreements, with a weighted average fair value on the
grant date of $15.66 per share. During 2023, 32,346 unrestricted shares of Common Stock were granted as directors’
fees with a weighted average fair value on the grant date of $15.31 per share. 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.
As of December 31, 2024, there were 777,000 shares available for grant as stock options, restricted stock or
other stock-based awards under the 2023 Plan.
Subsequent to year end, on January 7, 2025, the Company awarded 26,000 shares of restricted stock to six
employees. These grants vest ratably over five years. Also, on January 7, 2025, the Company awarded 179,945 shares
of restricted stock to four employees pursuant to their employment agreements. These shares vest based on a
combination of time and achievement of certain performance measures.
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 2024,
2023 and 2022, 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 $1.1 million, $991,000 and $984,000 in 2024, 2023 and 2022, respectively.
NOTE 10 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Transactions with Monmouth Real Estate Investment Corporation
During 2022, the Company realized a gain of approximately $30.7 million as a result of the MREIC merger
(See Note 4).
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
2024
2023
2022
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant Date
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Non-vested at
beginning of year
357
$18.41
471
$17.58
434
$16.66
Granted
439
15.67
124
16.52
103
23.98
Dividend Reinvested Shares
31
16.99
24
14.57
20
18.10
Vested
(118)
17.52
(262)
15.65
(86)
20.69
Non-vested at end of year
709
$16.80
357
$18.41
471
$17.58
-94-
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 cash
bonuses, long term equity compensation awards, which shall be subject to performance-based and time-based vesting
requirements, compensation on termination, including a termination not for cause or voluntary resignation for good
reason following a 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.
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 his son, 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 and is Samuel A. Landy’s son, owns a 0.96% interest, and the Samuel Landy
Family Limited Partnership (of which Daniel Landy is the sole general partner) owns a 0.96% interest in the OZ Fund. In
addition, one of the Company’s independent directors owns a 0.96% interest in the OZ Fund.
In November 2023, sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned by the
Company, with a carrying value cost basis of $3.8 million was contributed to the new joint venture entity with Nuveen
for the development of a new manufactured housing community, which, once complete, is expected to contain 113
sites. The Company was reimbursed by Nuveen for 60% of the carrying value of this land.
NOTE 11 – SHAREHOLDERS’ EQUITY
On January 10, 2023, the Company filed with the State Department of Assessments and Taxation of the State
of Maryland (“SDAT”) articles supplementary reclassifying and designating 4,400,000 shares of the Company’s
Common Stock, par value $0.10 per share (“Common Stock”) as shares of Series D Preferred Stock, par value $0.10
per share (“Series D Preferred Stock”). On May 18, 2023, the Company filed with the SDAT articles supplementary
reclassifying 199,331 authorized unissued shares of the Corporation's 8.00% Series B Cumulative Redeemable
Preferred Stock (“Series B Preferred Stock”) and 3,866,000 authorized unissued shares of the Corporation's 6.75%
Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) as authorized shares of the
Corporation's Common Stock. After giving effect to these articles supplementary, the authorized capital stock of the
Company consisted of 170,413,800 shares, classified as 153,713,800 shares of Common Stock, 13,700,000 shares of
Series D Preferred Stock, and 3,000,000 shares of excess stock, par value $0.10 per share. The excess stock is designed
to help us protect our status as a REIT under the Internal Revenue Code.
On September 13, 2024, the Company filed with the SDAT an amendment (the “Articles of Amendment”) to the
Company’s charter to increase the Company’s authorized shares of Common Stock by 10 million shares. The Articles of
Amendment became effective on September 16, 2024. After giving effect to these Articles of Amendment, the authorized
capital stock of the Company consisted of 180,413,800 shares, classified as 163,713,800 shares of Common Stock,
13,700,000 shares of Series D Preferred Stock, and 3,000,000 shares of excess stock, par value $0.10 per share.
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
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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.
Amounts received in connection with the DRIP for the years ended December 31, 2024, 2023 and 2022 were
as follows (in thousands):
2024
2023
2022
Amounts Received
$10,213
$9,046
$7,808
Less: Dividends Reinvested
(3,214)
(2,652)
(2,783)
Amounts Received, net
$6,999
$6,394
$5,025
Number of Shares Issued
623
612
430
Common Stock At-The-Market Sales Program
On April 4, 2023, the Company entered into an equity distribution agreement (“2023 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 “2023 Distribution
Agents”) under which the Company was permitted to offer and sell shares of the Company’s common stock, $0.10
par value per share (the “Common Stock”), having an aggregate sales price of up to $150 million from time to time
through the 2023 Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the
Distribution Agreement for the 2023 Common ATM Program were made 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 to or through a market maker or any
other method permitted by law, including, without limitation, negotiated transactions and block trades. The 2023
Distribution Agents were not required to sell any specific number or dollar amount of securities, but were to use
commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms
between the 2023 Distribution Agents and the Company. The 2023 Common ATM Program replaced an earlier similar
at-the-market offering that the Company commenced in 2022. The Company began selling shares under the 2023
Common ATM Program in April 2023 and sold a total of 8.5 million shares of Common Stock during 2023 and 2024
under the 2023 Common ATM Program for an aggregate sale price of $132.2 million. During 2024, 1.2 million shares
of Common Stock were issued and sold under the 2023 Common ATM Program at a weighted average price of $15.37
per share, generating gross proceeds of $19.1 million and net proceeds of $18.9 million, after offering expenses.
On March 12, 2024, the Company terminated the use of the 2023 Common ATM Program and entered into a
new equity distribution agreement (“March 2024 Common ATM Program”) with BMO Capital Markets Corp., J.P.
Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC,
and Janney Montgomery Scott LLC, as distribution agents (the “March 2024 Distribution Agents”) under which the
Company was permitted to offer and sell shares of the Company’s common stock, $0.10 par value per share, having an
aggregate sales price of up to $150 million from time to time through the March 2024 Distribution Agents, as agents or
principals. Sales of the shares of Common Stock under the Distribution Agreement for the March 2024 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 to or through a market maker or any other method permitted by
law, including, without limitation, negotiated transactions and block trades. The March 2024 Distribution Agents were not
required to sell any specific number or dollar amount of securities but were to use commercially reasonable efforts
consistent with their normal trading and sales practices, on mutually agreed terms between the March 2024 Distribution
Agents and the Company. The Company began selling shares under the March 2024 Common ATM Program on March
13, 2024 and sold a total of 8.1 million shares of Common Stock during 2024 under the March 2024 Common ATM
Program at a weighted average price of $17.86 per share, generating gross proceeds of $145.1 million and net proceeds of
$142.9 million, after offering expenses.
On September 16, 2024, the Company terminated the use of the March 2024 Common ATM Program and entered
into a new equity distribution agreement (“September 2024 Common ATM Program”) with BMO Capital Markets Corp.,
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc., Compass Point Research & Trading,
LLC, and Janney Montgomery Scott LLC, as distribution agents (the “September 2024 Distribution Agents”) under which
the Company may offer and sell shares of the Company’s common stock, $0.10 par value per share, having an aggregate
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sales price of up to $150 million from time to time through the September 2024 Distribution Agents, as agents or principals.
Sales of the shares of Common Stock under the Distribution Agreement for the September 2024 Common ATM Program
will be 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 to or through a market maker or any other method permitted by law, including,
without limitation, negotiated transactions and block trades. The September 2024 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 September 2024 Distribution Agents and the
Company. The Company began selling shares under the September 2024 Common ATM Program on September 17, 2024
and during 2024, 3.2 million shares of Common Stock were issued and sold under the September 2024 Common ATM
Program at a weighted average price of $19.06 per share, generating gross proceeds of $60.3 million and net proceeds of
$58.8 million, after offering expenses.
Under the 2023 Common ATM Program, the March 2024 Common ATM Program and the September 2024
Common ATM Program, during 2024, a total of 12.5 million shares of Common Stock were issued and sold at a weighted
average price of $17.92 per share, generating gross proceeds of $224.5 million and net proceeds of $220.6 million, after
offering expenses.
As of December 31, 2024, $89.8 million of common stock remained eligible for sale under the September 2024
Common ATM Program.
Issuer Purchases of Equity Securities
On January 10, 2024, 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 2024.
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 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
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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.
During 2024, 2023 and 2022, 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 previously described.
Preferred Stock At-The-Market Sales Programs
On January 10, 2023, the Company entered into an At Market Issuance Sales Agreement (“2023 Preferred
ATM Program”) with B. Riley. Under the 2023 Preferred ATM Program, 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 B. Riley, as agent or principal. Sales of the shares of Series D Preferred Stock
in the 2023 Preferred ATM Program 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. B. Riley 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 B. Riley and the Company. During 2024, the Company issued and sold 1.2 million
shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.41
per share, generating gross proceeds of $28.5 million and net proceeds of $28.0 million, after offering expenses.
As of December 31, 2024, $17.6 million in shares of Series D Preferred Stock remained eligible for sale
under the 2023 Preferred ATM Program.
NOTE 12 – DISTRIBUTIONS
Common Stock
The following cash distributions, including dividends reinvested, were paid to common shareholders during
the years ended December 31, 2024, 2023 and 2022 (in thousands except per share amounts):
2024
2023
2022
Quarter Ended
Amount
Per Share
Amount
Per Share
Amount
Per Share
March 31
$14,215
$0.205
$12,226
$0.205
$10,406
$0.20
June 30
15,149
0.215
12,460
0.205
10,890
0.20
September 30
15,951
0.215
13,419
0.205
10,960
0.20
December 31
16,974
0.215
13,619
0.205
11,154
0.20
$62,289
$0.85
$51,724
$0.82
$43,410
$0.80
These amounts do not include the discount on shares purchased through the Company’s DRIP.
Subsequent to year end, on January 7, 2025, the Board of Directors declared a quarterly dividend of $0.215
per share on the Company's Common Stock payable March 17, 2025 to shareholders of record as of the close of
business on February 18, 2025.
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Preferred Stock
The following dividends were paid to holders of our Series C Preferred Stock during the year ended
December 31, 2022 (in thousands except per share amounts):
Declaration
Date
Record Date
Payment Date
Dividend
Dividend
per Share
1/12/2022
2/15/2022
3/15/2022
$4,170
$0.421875
4/1/2022
5/16/2022
6/15/2022
4,170
0.421875
7/1/2022
8/15/2022
9/15/2022
2,548
0.257800
$10,888
$1.101550
The following dividends were paid to holders of our Series D Preferred Stock during the years ended
December 31, 2024, 2023 and 2022 (in thousands except per share amounts):
Declaration
Date
Record Date
Payment Date
Dividend
Dividend
per Share
1/10/2024
2/15/2024
3/15/2024
$4,673
$0.3984375
4/1/2024
5/15/2024
6/17/2024
4,712
0.3984375
7/1/2024
8/15/2024
9/16/2024
4,782
0.3984375
10/1/2024
11/15/2024
12/16/2024
4,996
0.3984375
$19,163
$1.59375
1/15/2023
2/15/2023
3/15/2023
$3,836
$0.3984375
4/1/2023
5/15/2023
6/15/2023
4,051
0.3984375
7/1/2023
8/15/2023
9/15/2023
4,364
0.3984375
10/3/2023
11/15/2023
12/15/2023
4,472
0.3984375
$16,723
$1.59375
1/12/2022
2/15/2022
3/15/2022
$3,430
$0.3984375
4/1/2022
5/16/2022
6/15/2022
3,430
0.3984375
7/1/2022
8/15/2022
9/15/2022
3,430
0.3984375
10/3/2022
11/15/2022
12/15/2022
3,433
0.3984375
$13,723
$1.59375
Subsequent to year end, on January 7, 2025, the Board of Directors declared a quarterly dividend of
$0.3984375 per share for the period from December 1, 2024 through February 28, 2025, on the Company's Series D
Preferred Stock payable March 17, 2025 to shareholders of record as of the close of business on February 18, 2025.
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NOTE 13 – FEDERAL INCOME TAXES
Characterization of Distributions
The following table characterizes the distributions paid for the years ended December 31, 2024, 2023 and
2022:
2024
2023
2022
Amount
Percent
Amount
Percent
Amount
Percent
Common Stock
Ordinary income
$
0.16685
19.63%
$
0.22256
27.14%
$
-0-
-0-%
Return of capital
0.68315
80.37%
0.59744
72.86%
0.80
100.00%
$
0.85
100.00%
$
0.82
100.00%
$
0.80
100.00%
Preferred Stock - Series D
Ordinary income
$
1.593750
100.0%
$
1.593750
100.0%
$
0.625130
39.22%
Return of capital
-0-
-0-%
-0-
-0-%
0.968620
60.78%
$
1.593750
100.00%
$
1.593750
100.00%
$
1.593750
100.00%
In addition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT
Subsidiary (“TRS”), is subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are
accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for
temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases and
for operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts
are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not
that they will be realized based on consideration of available evidence, including tax planning strategies and other
factors. For the years ended December 31, 2024 and December 31, 2022, S&F had operating income for financial
reporting purposes of $1.8 million and $71,000, respectively. For the year ended December 31, 2023, S&F had an
operating loss for financial reporting purposes of $648,000. Therefore, a valuation allowance has been established
against any deferred tax assets relating to S&F. For the years ended December 31, 2024, 2023 and 2022, S&F recorded
$112,000, $68,000 and $16,000, 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 had an agreement with 21st Mortgage under which 21st Mortgage provided financing for
home purchasers in the Company’s communities. The Company did not receive referral fees or other cash
compensation under the agreement. If 21st Mortgage made loans to purchasers and those purchasers defaulted on
their loans and 21st Mortgage repossessed the homes securing such loans, the Company 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. As of December 31, 2024, the total loan balance under this agreement was
approximately $2.1 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, 2024, the total loan balance owed
to 21st Mortgage with respect to homes in these acquired communities was approximately $558,000. This program
was terminated on June 22, 2023. The Company’s repurchase obligations for the outstanding loans that were
originated by 21st Mortgage remain in effect.
The Company entered into a Manufactured Home Retailer Agreement (the “MHRA”) with 21st Mortgage
on January 24, 2023, under which 21st Mortgage provides financing for home purchasers in the Company’s
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communities. 21st Mortgage has no recourse against the Company under the MHRA except in instances where the
Customer defaults before two scheduled monthly payments are paid by the purchaser and the default is based on any
dispute between S&F surrounding the terms or execution of the purchase and sale of the home. Upon such a default,
S&F is to take assignment of the loan from 21st Mortgage for the unpaid principal balance plus accrued interest. As
of December 31, 2024, no loans have been originated under the MHRA.
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 $85.2 million of loans that the Company acquired under the COP Program as of
December 31, 2024.
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 initial joint venture entity between the Company
and Nuveen. The LLC Agreement provided for the parties to initially fund up to $70 million of equity capital for
acquisitions during a 24-month commitment period, with Nuveen having the option, subject to certain conditions, to
elect to increase the parties’ total commitments by up to an additional $100 million and to extend the commitment
period for up to an additional four years. The Company is required to fund 40% of the committed capital and Nuveen
is required to fund 60%. All such funding will be on a parity basis. Since the execution of the LLC Agreement, this
joint venture entity has acquired two properties. The Company and Nuveen have continued to seek, and 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. The Company and Nuveen also informally
agreed that, unless otherwise determined in connection with any specific future investment, capital for any such new
joint venture entity 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 LLC Agreement entered into in 2021, except that the amounts of the
parties’ respective capital commitments will be determined on a property-by-property basis. In 2023, the Company
and Nuveen formed a new joint venture entity, governed by a new joint venture agreement, focused on the
development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community,
once complete, is expected to contain 113 manufactured home sites situated on approximately 61 acres. This
community is expected to open at the end of the second quarter of 2025 with our first two homes on order currently.
As with the 2021 LLC Agreement, capital contributions to the joint venture entity formed for this project will be
funded 60% by Nuveen and 40% by the Company on a parity basis and the other terms (including restrictions on the
Company’s right to acquire manufacturing housing communities that meet the LLC Agreement’s investment
guidelines without first offering Nuveen an opportunity to participate in the acquisition) are similar to those set forth
in the LLC Agreement entered into in 2021 (See Note 5).
On July 26, 2023, the Company entered into an agreement to purchase two manufactured home communities,
located in Maryland, for approximately $12.5 million. As of February 26, 2025, this transaction remains pending.
On January 31, 2025, the Company entered into an agreement to purchase two manufactured home
communities, located in New Jersey, for approximately $24.6 million
The Company recently entered into a preliminary agreement with a leading national homebuilder regarding
the potential formation of a joint venture to develop approximately 131 acres of undeveloped land adjacent to one of
the Company’s existing manufactured home communities in southern New Jersey. If necessary governmental
approvals can be obtained, the purpose of the joint venture would be to construct roads, infrastructure and other site
improvements on the property and then sell the improved lots to an affiliate of the Company’s joint venture partner,
which would construct luxury single family residential homes to sell to purchasers. It is envisioned that the joint
venture partner would fully fund the costs of required site improvements, to the extent not financed by a third-party
construction lender, and would obtain all required approvals. The Company would contribute the real property to the
joint venture and receive a percentage of the sale price of each home. If the parties elect to proceed, it is anticipated
that the joint venture partner would seek preliminary subdivision and site plan approvals over the next two years and,
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if these approvals are obtained, the joint venture would then be formally established. Pursuit of this project would be
contingent upon execution of definitive documentation setting forth the terms of certain agreements between the
parties. There can be no assurance that the Company and its potential joint venture partner will reach agreement or
proceed with this arrangement or that required governmental approvals can be obtained. The parties are currently
engaged in a 90-day due diligence period during which they intend to commence preliminary discussions with the
municipality relating to the necessary approvals.
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, 2024 and 2023 (in thousands):
Fair Value Measurements at Reporting Date Using
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
December 31, 2024:
Equity Securities - Preferred Stock
$509
$509
$-0-
$-0-
Equity Securities - Common Stock
31,374
31,374
-0-
-0-
Total
$31,883
$31,883
$-0-
$-0-
December 31, 2023:
Equity Securities - Preferred Stock
$447
$447
$-0-
$-0-
Equity Securities - Common Stock
34,059
34,059
-0-
-0-
Total
$34,506
$34,506
$-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 receivable approximates their current carrying amounts
since all such items are short-term in nature. The fair value of variable rate loans payable approximate their current
carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest.
As of December 31, 2024, the estimated fair value of fixed rate mortgages payable amounted to $476.1 million and
the carrying value of fixed rate mortgages payable amounted to $489.3 million.
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NOTE 16 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the years ended December 31, 2024, 2023 and 2022 was $30.7 million, $35.5
million and $27.0 million, respectively. Interest cost capitalized to land development during the years ended
December 31, 2024, 2023 and 2022 was $6.0 million, $5.0 million and $2.7 million, respectively.
During the year ended December 31, 2024, stock compensation of $2.8 million was capitalized to land
development.
During the years ended December 31, 2024, 2023 and 2022, land development costs of $50.6 million, $27.9
million and $26.3 million, respectively were transferred to investment property and equipment and placed in service.
During the years ended December 31, 2024, 2023 and 2022, the Company had dividend reinvestments of
$3.2 million, $2.7 million and $2.8 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, 2025, the Company issued and sold an additional 270,000 shares of its Common Stock under
the September 2024 Common ATM Program at a weighted average price of $18.18 per share, generating gross
proceeds of $4.9 million and net proceeds of $4.8 million, after offering expenses. As of February 26, 2025, $84.8
million of Common Stock remained eligible for sale under the September 2024 Common ATM Program.
Preferred ATM Program
Since January 1, 2025, the Company issued and sold an additional 49,000 shares of its Preferred Stock under
the 2023 Preferred ATM Program at a weighted average price of $23.03 per share, generating gross proceeds and net
proceeds of $1.1 million, after offering expenses. As of February 26, 2025, $16.5 million of Preferred Stock remained
eligible for sale under the 2023 Preferred ATM Program.
Restricted Stock Awards
On January 7, 2025, the Company awarded 26,000 shares of restricted stock to six employees. The grant
date fair value of these grants was $473,000. These grants vest ratably over five years.
On January 7, 2025, the Company awarded 179,945 shares of restricted stock to four employees pursuant
their employment agreements. The grant date fair value of these grants was $3.3 million. These shares vest based on
a combination of time and achievement of certain performance measures.
NOTE 18– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2023.
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).
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For the years ended December 31,
2024
2023
Rental and Related Income
$207,019
$189,754
Community Operating Expenses
87,354
81,347
Net Income (Loss) Attributable to Common Shareholders
2,472
(8,728)
Net Income (Loss) Attributable to Common Shareholders per
Share:
Basic and Diluted
0.03
(0.14)
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UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Allentown
Memphis, TN
$
11,348
$
250 $
2,569 $
23,272
Arbor Estates
Doylestown, PA
-0-
2,650
8,266
4,079
Auburn Estates
Orrville, OH
-0-
114
1,174
1,715
Bayshore Estates
Sandusky, OH
-0-
561
9,553
6,689
Birchwood Farms
Birch Run, MI
(2)
70
2,797
5,197
Boardwalk
Elkhart, IN
12,213 (6)
1,796
4,768
788
Broadmore Estates
Goshen, IN
-0-
1,120
11,136
15,060
Brookside Village
Berwick, PA
(4)
372
4,776
5,988
Brookview Village
Greenfield Center, NY
2,333
38
233
15,529
Camelot Village
Anderson, IN
(7)
824
2,480
4,244
Camelot Woods
Altoona, PA
-0-
573
2,767
4,647
Candlewick Court
Owosso, MI
3,787
159
7,087
10,743
Carsons
Chambersburg, PA
22,923 (1)
176
2,411
3,682
Catalina
Middletown, OH
3,736
1,008
11,735
22,382
Cedarcrest Village
Vineland, NJ
10,042
320
1,866
4,051
Center Manor
Monaca, PA
-0-
198
5,602
2,544
Chambersburg I & II Chambersburg, PA
(1)
108
2,397
3,236
Chelsea
Sayre, PA
(3)
124
2,049
3,371
Cinnamon Woods
Conowingo, MD
(1)
1,884
2,116
9,073
City View
Lewistown, PA
-0-
137
613
1,866
Clinton MH Resort
Tiffin, OH
2,978
142
3,302
807
Collingwood
Horseheads, NY
(1)
196
2,318
5,012
Colonial Heights
Wintersville, OH
(2)
67
2,383
8,924
Countryside Estates
Muncie, IN
-0-
174
1,926
9,444
Countryside Estates
Ravenna, OH
(1)
205
2,896
7,035
Countryside Village
Columbia, TN
95,492 (1)
394
6,917
13,584
Cranberry Village
Cranberry Township, PA
6,400
182
1,923
4,760
Crestview
Athens, PA
(1)
188
2,258
3,751
Cross Keys Village
Duncansville, PA
-0-
61
378
5,412
Crossroads Village
Mount Pleasant, PA
(1)
183
1,403
298
D & R Village
Clifton Park, NY
6,436
392
704
4,201
Dallas Mobile Home Toronto, OH
(1)
276
2,729
4,927
Deer Meadows
New Springfield, OH
(1)
226
2,299
5,340
Deer Run
Dothan, AL
-0-
298
4,242
14,200
Duck River Estates
Columbia, TN
-0-
416
-0-
8,503
Evergreen Estates
Lodi, OH
(1)
99
1,121
749
Evergreen Manor
Bedford, OH
-0-
49
2,372
1,837
Evergreen Village
Mantua, OH
(1)
105
1,277
3,327
Fairview Manor
Millville, NJ
13,647
216
1,167
12,599
Fifty-One Estates
Elizabeth, PA
(1)
1,214
5,746
4,332
Fohl Village
Canton, OH
9,250
1,018
18,052
1,869
Forest Creek
Elkhart, IN
(2)
440
7,004
3,570
Forest Park Village
Cranberry Township, PA
7,062
75
977
12,095
Fox Chapel Village
Cheswick, PA
-0-
372
4,082
5,547
Frieden Manor
Schuylkill Haven, PA
11,471 (3)
643
5,294
6,687
Friendly Village
Perrysburg, OH
-0-
1,215
18,141
28,415
Garden View Estates Orangeburg, SC
-0-
156
5,044
5,630
Green Acres
Chambersburg, PA
-0-
63
584
262
Gregory Courts
Honey Brook, PA
-0-
370
1,220
1,376
-105-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Hayden Heights
Dublin, OH
$
1,758
$
248
$
2,148 $
1,660
Heather Highlands
Inkerman, PA
-0-
573
2,152
18,499
Hidden Creek
Erie, MI
-0-
614
20,717
9,973
High View Acres
Export, PA
(1)
825
4,264
1,228
Highland
Elkhart, IN
-0-
510
7,084
7,734
Highland Estates
Kutztown, PA
14,360
145
1,695
12,445
Hillcrest Crossing
Lower Burrell, PA
(1)
961
1,464
12,785
Hillcrest Estates
Marysville, OH
(1)
1,277
3,034
6,301
Hillside Estates
Greensburg, PA
(5)
484
2,679
7,391
Holiday Village
Nashville, TN
6,720
1,632
5,618
19,034
Holiday Village
Elkhart, IN
7,203
491
13,808
14,320
Holly Acres Estates
Erie, PA
5,656
194
3,591
1,654
Hudson Estates
Peninsula, OH
(1)
141
3,516
7,746
Huntingdon Pointe
Tarrs, PA
(1)
399
865
3,511
Independence Park
Clinton, PA
(5)
686
2,784
7,913
Iris Winds
Sumter, SC
-0-
121
3,324
11,368
Kinnebrook
Monticello, NY
3,399
236
1,403
15,586
Lake Erie Estates
Fredonia, NY
2,430
104
4,391
5,418
Lake Sherman Village Navarre, OH
4,670
290
1,458
18,187
Lakeview Meadows
Lakeview, OH
(1)
574
1,104
6,562
Laurel Woods
Cresson, PA
-0-
433
2,070
9,207
Little Chippewa
Orrville, OH
-0-
113
1,135
2,831
Mandell Trails
Butler, PA
-0-
2,470
4,905
3,230
Maple Manor
Taylor, PA
32,881 (4)
674
9,433
11,277
Marysville Estates
Marysville, OH
(1)
810
4,556
13,914
Meadowood
New Middletown, OH
(2)
152
3,191
7,080
Meadows
Nappanee, IN
-0-
549
6,721
14,082
Meadows of Perrysburg Perrysburg, OH
-0-
2,146
5,541
5,355
Melrose Village
Wooster, OH
-0-
767
5,429
9,395
Melrose West
Wooster, OH
-0-
94
1,040
154
Memphis Blues
Memphis, TN
-0-
78
810
21,268
Mighty Oak
Albany, GA
232
3,418
3,370
Monroe Valley
Jonestown, PA
(3)
114
994
844
Moosic Heights
Avoca, PA
(4)
330
3,794
5,852
Mount Pleasant Village Mount Pleasant, PA
(1)
280
3,502
2,121
Mountaintop
Narvon, PA
(3)
134
1,665
2,094
New Colony
West Mifflin, PA
(1)
429
4,129
3,666
Northtowne Meadows Erie, MI
10,781
1,272
23,859
8,869
Oak Ridge Estates
Elkhart, IN
-0- (2)
500
7,524
4,894
Oak Tree
Jackson, NJ
11,679
1,134
21,766
1,245
Oakwood Lake Village Tunkhannock, PA
379
1,639
3,916
Olmsted Falls
Olmsted Falls, OH
1,761
569
3,031
3,506
Oxford Village
West Grove, PA
13,973
175
991
3,481
Parke Place
Elkhart, IN
-0-
(6)
4,317
10,341
15,222
Perrysburg Estates
Perrysburg, OH
1,422
399
4,047
8,027
Pikewood Manor
Elyria, OH
12,730
1,053
22,068
24,104
Pine Ridge/Pine Manor Carlisle, PA
38
198
12,029
Pine Valley Estates
Apollo, PA
-0-
670
1,337
16,733
Pleasant View Estates
Bloomsburg, PA
-0- (4)
282
2,175
4,163
Port Royal Village
Belle Vernon, PA
150
2,492
19,972
Redbud Estates
Anderson, IN
11,871 (7)
1,739
15,091
9,743
River Bluff Estates
Memphis, TN
-0-
230
-0-
910
River Valley
Marion, OH
-0-
236
785
11,716
Rolling Hills Estates
Carlisle, PA
-0- (1)
301
1,419
4,314
Rostraver Estates
Belle Vernon, PA
(5)
814
2,204
3,239
Saddle Creek
Dothan, AL
713
3,165
3,140
Sandy Valley Estates
Magnolia, OH
-0-
270
1,941
17,483
Shady Hills
Nashville, TN
4,192
337
3,379
6,098
-106-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Somerset/Whispering
Somerset, PA
$
(1) $
1,485
$
2,050 $
11,216
Southern Terrace
Columbiana, OH
(2)
63
3,387
1,026
Southwind Village
Jackson, NJ
20,427 (8)
100
603
3,617
Spreading Oaks Village Athens, OH
-0-
67
1,327
5,375
Springfield Meadows
Springfield, OH
-0-
1,230
3,093
3,728
Suburban Estates
Greensburg, PA
4,731
299
5,837
6,721
Summit Estates
Ravenna, OH
(1)
198
2,779
6,100
Summit Village
Marion, IN
-0-
522
2,821
5,568
Sunny Acres
Somerset, PA
5,266
287
6,114
5,144
Sunnyside
Eagleville, PA
-0-
450
2,674
1,257
Trailmont
Goodlettsville, TN
2,795
411
1,867
4,404
Twin Oaks I & II
Olmsted Falls, OH
5,419
823
3,527
2,518
Twin Pines
Goshen, IN
57,743 (2)
650
6,307
7,786
Valley High
Ruffs Dale, PA
(5)
284
2,267
2,966
Valley Hills
Ravenna, OH
2,927
996
6,542
13,895
Valley Stream
Mountaintop, PA
-0-
323
3,191
1,540
Valley View - HB
Honey Brook, PA
(2)
1,380
5,348
5,633
Valley View I
Ephrata, PA
(3)
191
4,359
2,880
Valley View II
Ephrata, PA
(3)
72
1,746
108
Voyager Estates
West Newton, PA
(1)
742
3,143
7,912
Waterfalls Village
Hamburg, NY
3,991
424
3,812
8,728
Wayside
Bellefontaine, OH
(1)
196
1,080
4,000
Weatherly Estates
Lebanon, TN
6,820
1,184
4,034
5,026
Wellington Estates
Export, PA
-0-
896
6,179
8,660
Wood Valley
Caledonia, OH
-0-
260
1,753
8,706
Woodland Manor
West Monroe, NY
(1)
77
841
7,782
Woodlawn Village
Eatontown, NJ
(8)
157
281
2,764
Woods Edge
West Lafayette, IN
4,630
1,808
13,321
15,468
Worthington Arms
Lewis Center, OH
7,918
437
12,706
10,639
Youngstown Estates
Youngstown, NY
-0-
269
1,606
2,570
$
489,271
$
74,086 $
587,633 $
994,245
-107-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column E (9) (10)
Column F
Description
Gross Amount at Which Carried at 12/31/24
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
Allentown
Memphis, TN
$
1,270
$
24,821 $
26,091
$
(9,499)
Arbor Estates
Doylestown, PA
2,650
12,345
14,995
(4,367)
Auburn Estates
Orrville, OH
114
2,889
3,003
(791)
Bayshore Estates
Sandusky, OH
562
16,241
16,803
(1,737)
Birchwood Farms
Birch Run, MI
70
7,994
8,064
(2,653)
Boardwalk
Elkhart, IN
1,796
5,556
7,352
(1,433)
Broadmore Estates
Goshen, IN
1,120
26,196
27,316
(9,581)
Brookside Village
Berwick, PA
372
10,764
11,136
(3,569)
Brookview Village
Greenfield Center, NY
123
15,677
15,800
(4,916)
Camelot Village
Anderson, IN
828
6,720
7,548
(916)
Camelot Woods
Altoona, PA
766
7,221
7,987
(862)
Candlewick Court
Owosso, MI
159
17,830
17,989
(5,153)
Carsons
Chambersburg, PA
176
6,093
6,269
(1,847)
Catalina
Middletown, OH
1,008
34,117
35,125
(8,839)
Cedarcrest Village
Vineland, NJ
408
5,829
6,237
(3,555)
Center Manor
Monaca, PA
201
8,143
8,344
(635)
Chambersburg I & II
Chambersburg, PA
925
4,816
5,741
(1,449)
Chelsea
Sayre, PA
124
5,420
5,544
(1,639)
Cinnamon Woods
Conowingo, MD
1,884
11,189
13,073
(800)
City View
Lewistown, PA
137
2,479
2,616
(836)
Clinton MH Resort
Tiffin, OH
142
4,109
4,251
(1,733)
Collingwood
Horseheads, NY
196
7,330
7,526
(2,126)
Colonial Heights
Wintersville, OH
67
11,307
11,374
(3,586)
Countryside Estates
Muncie, IN
174
11,370
11,544
(3,001)
Countryside Estates
Ravenna, OH
205
9,931
10,136
(3,078)
Countryside Village
Columbia, TN
193
20,702
20,895
(8,062)
Cranberry Village
Cranberry Township, PA
182
6,683
6,865
(3,935)
Crestview
Athens, PA
362
5,835
6,197
(1,847)
Cross Keys Village
Duncansville, PA
61
5,790
5,851
(2,397)
Crossroads Village
Mount Pleasant, PA
183
1,701
1,884
(477)
D & R Village
Clifton Park, NY
392
4,905
5,297
(2,659)
Dallas Mobile Home
Toronto, OH
276
7,656
7,932
(2,036)
Deer Meadows
New Springfield, OH
226
7,639
7,865
(2,110)
Deer Run
Dothan, AL
301
18,439
18,740
(1,768)
Duck River Estates
Columbia, TN
416
8,503
8,919
(531)
Evergreen Estates
Lodi, OH
119
1,850
1,969
(619)
Evergreen Manor
Bedford, OH
49
4,209
4,258
(1,398)
Evergreen Village
Mantua, OH
105
4,604
4,709
(981)
Fairview Manor
Millville, NJ
2,535
11,447
13,982
(7,191)
Fifty-One Estates
Elizabeth, PA
1,330
9,962
11,292
(1,692)
Fohl Village
Canton, OH
1,023
19,916
20,939
(1,471)
Forest Creek
Elkhart, IN
440
10,574
11,014
(4,586)
Forest Park Village
Cranberry Township, PA
75
13,072
13,147
(5,500)
Fox Chapel Village
Cheswick, PA
372
9,629
10,001
(1,888)
Frieden Manor
Schuylkill Haven, PA
1,420
11,204
12,624
(3,761)
Friendly Village
Perrysburg, OH
1,266
46,505
47,771
(6,465)
Garden View Estates
Orangeburg, SC
158
10,672
10,830
(667)
Green Acres
Chambersburg, PA
63
846
909
(298)
Gregory Courts
Honey Brook, PA
370
2,596
2,966
(1,013)
Hayden Heights
Dublin, OH
248
3,808
4,056
(1,162)
Heather Highlands
Inkerman, PA
573
20,651
21,224
(8,864)
Hidden Creek
Erie, MI
618
30,686
31,304
(2,358)
High View Acres
Export, PA
825
5,492
6,317
(1,302)
-108-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column E (9) (10)
Column F
Description
Gross Amount at Which Carried at 12/31/24
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
Highland
Elkhart, IN
$
510
$
14,818
$
15,328
$
(5,813)
Highland Estates
Kutztown, PA
404
13,881
14,285
(9,189)
Hillcrest Crossing
Lower Burrell, PA
961
14,249
15,210
(2,754)
Hillcrest Estates
Marysville, OH
1,277
9,335
10,612
(2,129)
Hillside Estates
Greensburg, PA
484
10,070
10,554
(2,195)
Holiday Village
Nashville, TN
1,632
24,652
26,284
(6,140)
Holiday Village
Elkhart, IN
491
28,128
28,619
(7,988)
Holly Acres Estates
Erie, PA
194
5,245
5,439
(1,652)
Hudson Estates
Peninsula, OH
141
11,262
11,403
(3,351)
Huntingdon Pointe
Tarrs, PA
399
4,376
4,775
(898)
Independence Park
Clinton, PA
686
10,697
11,383
(2,504)
Iris Winds
Sumter, SC
607
14,206
14,813
(1,333)
Kinnebrook
Monticello, NY
509
16,716
17,225
(8,339)
Lake Erie Estates
Fredonia, NY
140
9,773
9,913
(1,281)
Lake Sherman Village
Navarre, OH
290
19,645
19,935
(7,742)
Lakeview Meadows
Lakeview, OH
726
7,514
8,240
(997)
Laurel Woods
Cresson, PA
433
11,277
11,710
(4,145)
Little Chippewa
Orrville, OH
113
3,966
4,079
(1,147)
Mandell Trails
Butler, PA
2,537
8,068
10,605
(549)
Maple Manor
Taylor, PA
674
20,710
21,384
(7,566)
Marysville Estates
Marysville, OH
818
18,462
19,280
(3,386)
Meadowood
New Middletown, OH
152
10,271
10,423
(3,150)
Meadows
Nappanee, IN
549
20,803
21,352
(5,656)
Meadows of Perrysburg Perrysburg, OH
4,500
8,542
13,042
(1,465)
Melrose Village
Wooster, OH
767
14,824
15,591
(4,169)
Melrose West
Wooster, OH
94
1,194
1,288
(455)
Memphis Blues
Memphis, TN
336
21,820
22,156
(5,185)
Mighty Oak
Albany, GA
234
6,786
7,020
(320)
Monroe Valley
Jonestown, PA
114
1,838
1,952
(665)
Moosic Heights
Avoca, PA
330
9,646
9,976
(3,186)
Mount Pleasant Village Mount Pleasant, PA
280
5,623
5,903
(1,540)
Mountaintop
Narvon, PA
249
3,644
3,893
(1,152)
New Colony
West Mifflin, PA
448
7,776
8,224
(1,293)
Northtowne Meadows
Erie, MI
1,310
32,690
34,000
(5,983)
Oak Ridge Estates
Elkhart, IN
500
12,418
12,918
(4,687)
Oak Tree
Jackson, NJ
1,150
22,995
24,145
(1,687)
Oakwood Lake Village
Tunkhannock, PA
379
5,555
5,934
(1,548)
Olmsted Falls
Olmsted Falls, OH
569
6,537
7,106
(2,094)
Oxford Village
West Grove, PA
155
4,492
4,647
(2,592)
Parke Place
Elkhart, IN
4,317
25,563
29,880
(5,489)
Perrysburg Estates
Perrysburg, OH
407
12,066
12,473
(2,253)
Pikewood Manor
Elyria, OH
1,071
46,154
47,225
(8,469)
Pine Ridge/Pine Manor Carlisle, PA
145
12,120
12,265
(5,863)
Pine Valley Estates
Apollo, PA
732
18,008
18,740
(5,231)
Pleasant View Estates
Bloomsburg, PA
307
6,313
6,620
(1,994)
Port Royal Village
Belle Vernon, PA
505
22,109
22,614
(10,601)
Redbud Estates
Anderson, IN
1,753
24,820
26,573
(4,921)
River Bluff Estates
Memphis, TN
230
910
1,140
(4)
River Valley Estates
Marion, OH
236
12,501
12,737
(5,445)
Rolling Hills Estates
Carlisle, PA
517
5,517
6,034
(1,479)
Rostraver Estates
Belle Veron, PA
814
5,443
6,257
(1,710)
Saddle Creek
Dothan, AL
718
6,300
7,018
(406)
Sandy Valley Estates
Magnolia, OH
270
19,424
19,694
(7,549)
-109-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024 (in thousands)
Column A
Column E (9) (10)
Column F
Description
Gross Amount at Which Carried at 12/31/24
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
Shady Hills
Nashville, TN
$
337
$
9,477
$
9,814
$
(3,484)
Somerset/Whispering
Somerset, PA
1,489
13,262
14,751
(6,183)
Southern Terrace
Columbiana, OH
63
4,413
4,476
(1,766)
Southwind Village
Jackson, NJ
100
4,220
4,320
(2,592)
Spreading Oaks Village
Athens, OH
67
6,702
6,769
(2,935)
Springfield Meadows
Springfield, OH
1,230
6,821
8,051
(1,461)
Suburban Estates
Greensburg, PA
299
12,558
12,857
(4,725)
Summit Estates
Ravenna, OH
198
8,879
9,077
(2,604)
Summit Village
Marion, IN
522
8,389
8,911
(2,122)
Sunny Acres
Somerset, PA
287
11,258
11,545
(4,351)
Sunnyside
Eagleville, PA
662
3,719
4,381
(1,391)
Trailmont
Goodlettsville, TN
411
6,271
6,682
(2,288)
Twin Oaks I & II
Olmsted Falls, OH
998
5,870
6,868
(2,369)
Twin Pines
Goshen, IN
650
14,093
14,743
(5,019)
Valley High
Ruffs Dale, PA
284
5,233
5,517
(1,608)
Valley Hills
Ravenna, OH
996
20,437
21,433
(5,866)
Valley Stream
Mountaintop, PA
323
4,731
5,054
(1,383)
Valley View - HB
Honey Brook, PA
1,380
10,981
12,361
(3,836)
Valley View I
Ephrata, PA
280
7,150
7,430
(2,325)
Valley View II
Ephrata, PA
72
1,854
1,926
(803)
Voyager Estates
West Newton, PA
742
11,055
11,797
(2,596)
Waterfalls Village
Hamburg, NY
424
12,540
12,964
(6,111)
Wayside
Bellefontaine, OH
538
4,738
5,276
(895)
Weatherly Estates
Lebanon, TN
1,184
9,060
10,244
(4,946)
Wellington Estates
Export, PA
896
14,839
15,735
(3,095)
Wood Valley
Caledonia, OH
260
10,459
10,719
(4,427)
Woodland Manor
West Monroe, NY
258
8,442
8,700
(2,600)
Woodlawn Village
Eatontown, NJ
135
3,067
3,202
(1,274)
Woods Edge
West Lafayette, IN
1,808
28,789
30,597
(7,775)
Worthington Arms
Lewis Center, OH
437
23,345
23,782
(6,093)
Youngstown Estates
Youngstown, NY
269
4,176
4,445
(1,176)
$
85,421
$
1,570,543
$
1,655,964
$
(445,077)
-110-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Allentown
Memphis, TN
prior to 1980
1986
5 to 27.5
Arbor Estates
Doylestown, PA
1959
2013
5 to 27.5
Auburn Estates
Orrville, OH
1971/1985/1995
2013
5 to 27.5
Bayshore Estates
Sandusky, OH
1969
2021
5 to 27.5
Birchwood Farms
Birch Run, MI
1976-1977
2013
5 to 27.5
Boardwalk
Elkhart, IN
1995-1996
2017
5 to 27.5
Broadmore Estates
Goshen, IN
1950/1990
2013
5 to 27.5
Brookside Village
Berwick, PA
1973-1976
2010
5 to 27.5
Brookview Village
Greenfield Ctr, NY
prior to 1970
1977
5 to 27.5
Camelot Village
Anderson, IN
1998
2018
5 to 27.5
Camelot Woods
Altoona, PA
1999
2020
5 to 27.5
Candlewick Court
Owosso, MI
1975
2015
5 to 27.5
Carsons
Chambersburg, PA
1963
2012
5 to 27.5
Catalina
Middletown, OH
1968-1976
2015
5 to 27.5
Cedarcrest Village
Vineland, NJ
1973
1986
5 to 27.5
Center Manor
Monaca, PA
1957
2022
5 to 27.5
Chambersburg I & II
Chambersburg, PA
1955
2012
5 to 27.5
Chelsea
Sayre, PA
1972
2012
5 to 27.5
Cinnamon Woods
Conowingo, MD
2005
2017
5 to 27.5
City View
Lewistown, PA
prior to 1980
2011
5 to 27.5
Clinton MH Resort
Tiffin, OH
1968/1987
2011
5 to 27.5
Collingwood
Horseheads, NY
1970
2012
5 to 27.5
Colonial Heights
Wintersville, OH
1972
2012
5 to 27.5
Countryside Estates
Muncie, IN
1996
2012
5 to 27.5
Countryside Estates
Ravenna, OH
1972
2014
5 to 27.5
Countryside Village
Columbia, TN
1988/1992
2011
5 to 27.5
Cranberry Village
Cranberry Township, PA
1974
1986
5 to 27.5
Crestview
Athens, PA
1964
2012
5 to 27.5
Cross Keys Village
Duncansville, PA
1961
1979
5 to 27.5
Crossroads Village
Mount Pleasant, PA
1955/2004
2017
5 to 27.5
D & R Village
Clifton Park, NY
1972
1978
5 to 27.5
Dallas Mobile Home Toronto, OH
1950-1957
2014
5 to 27.5
Deer Meadows
New Springfield, OH
1973
2014
5 to 27.5
Deer Run
Dothan, AL
1960
2021
5 to 27.5
Duck River Estates
Columbia, TN
2023
2011
5 to 27.5
Evergreen Estates
Lodi, OH
1965
2014
5 to 27.5
Evergreen Manor
Bedford, OH
1960
2014
5 to 27.5
Evergreen Village
Mantua, OH
1960
2014
5 to 27.5
Fairview Manor
Millville, NJ
prior to 1980
1985
5 to 27.5
Fifty-One Estates
Elizabeth, PA
1970's
2019
5 to 27.5
Fohl Village
Canton, OH
1972
2022
5 to 27.5
Forest Creek
Elkhart, IN
1996-1997
2013
5 to 27.5
Forest Park Village
Cranberry Township, PA
prior to 1980
1982
5 to 27.5
Fox Chapel Village
Cheswick, PA
1975
2017
5 to 27.5
Frieden Manor
Schuylkill Haven, PA
1969
2012
5 to 27.5
Friendly Village
Perrysburg, OH
1970
2019
5 to 27.5
Garden View Estates
Orangeburg, SC
1962
2022
5 to 27.5
Green Acres
Chambersburg, PA
1978
2012
5 to 27.5
Gregory Courts
Honey Brook, PA
1970
2013
5 to 27.5
Hayden Heights
Dublin, OH
1973
2014
5 to 27.5
Heather Highlands
Inkerman, PA
1970
1992
5 to 27.5
Hidden Creek
Erie, MI
1993
2022
5 to 27.5
High View Acres
Export, PA
1984
2017
5 to 27.5
-111-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Highland
Elkhart, IN
1969
2013
5 to 27.5
Highland Estates
Kutztown, PA
1971
1979
5 to 27.5
Hillcrest Crossing
Lower Burrell, PA
1971
2017
5 to 27.5
Hillcrest Estates
Marysville, OH
1995
2017
5 to 27.5
Hillside Estates
Greensburg, PA
1980
2014
5 to 27.5
Holiday Village
Nashville, TN
1967
2013
5 to 27.5
Holiday Village
Elkhart, IN
1966
2015
5 to 27.5
Holly Acres Estates
Erie, PA
1977/2007
2015
5 to 27.5
Hudson Estates
Peninsula, OH
1956
2014
5 to 27.5
Huntingdon Pointe
Tarrs, PA
2000
2015
5 to 27.5
Independence Park
Clinton, PA
1987
2014
5 to 27.5
Iris Winds
Sumter, SC
1972
2021
5 to 27.5
Kinnebrook
Monticello, NY
1972
1988
5 to 27.5
Lake Erie Estates
Fredonia, NY
1965-1975
2020
5 to 27.5
Lake Sherman Village
Navarre, OH
prior to 1980
1987
5 to 27.5
Lakeview Meadows
Lakeview, OH
1995
2016
5 to 27.5
Laurel Woods
Cresson, PA
prior to 1980
2001
5 to 27.5
Little Chippewa
Orrville, OH
1968
2013
5 to 27.5
Mandell Trails
Butler, PA
1969
2022
5 to 27.5
Maple Manor
Taylor, PA
1972
2010
5 to 27.5
Marysville Estates
Marysville, OH
1960s to 2015
2017
5 to 27.5
Meadowood
New Middletown, OH
1957
2012
5 to 27.5
Meadows
Nappanee, IN
1965-1973
2015
5 to 27.5
Meadows of Perrysburg
Perrysburg, OH
1998
2018
5 to 27.5
Melrose Village
Wooster, OH
1970-1978
2013
5 to 27.5
Melrose West
Wooster, OH
1995
2013
5 to 27.5
Memphis Blues
Memphis, TN
1955
1985
5 to 27.5
Might Oak
Albany, GA
2023
2023
5 to 27.5
Monroe Valley
Jonestown, PA
1969
2012
5 to 27.5
Moosic Heights
Avoca, PA
1972
2010
5 to 27.5
Mount Pleasant Village
Mount Pleasant, PA
1977-1986
2017
5 to 27.5
Mountaintop
Narvon, PA
1972
2012
5 to 27.5
New Colony
West Mifflin, PA
1975
2019
5 to 27.5
Northtowne Meadows
Erie, MI
1988, 1995, 1999
2019
5 to 27.5
Oak Ridge Estates
Elkhart, IN
1990
2013
5 to 27.5
Oak Tree
Jackson, NJ
1958
2022
5 to 27.5
Oakwood Lake Village
Tunkhannock, PA
1972
2010
5 to 27.5
Olmsted Falls
Olmsted Falls, OH
1953/1970
2012
5 to 27.5
Oxford
West Grove, PA
1971
1974
5 to 27.5
Parke Place
Elkhart, IN
1995-1996
2017
5 to 27.5
Perrysburg Estates
Perrysburg, OH
1972
2018
5 to 27.5
Pikewood Manor
Elyria, OH
1962
2018
5 to 27.5
Pine Ridge/Pine Manor
Carlisle, PA
1961
1969
5 to 27.5
Pine Valley Estates
Apollo, PA
prior to 1980
1995
5 to 27.5
Pleasant View Estates
Bloomsburg, PA
1960's
2010
5 to 27.5
Port Royal Village
Belle Vernon, PA
1973
1983
5 to 27.5
Redbud Estates
Anderson, IN
1966/1998/2003
2018
5 to 27.5
River Bluff Estates
Memphis, TN
2024
2013
5 to 27.5
River Valley Estates
Marion, OH
1950
1986
5 to 27.5
Rolling Hills Estates
Carlisle, PA
1972-1975
2013
5 to 27.5
Rostraver Estates
Belle Vern on, PA
1970
2014
5 to 27.5
Saddle Creek
Dothan, AL
1972
2022
5 to 27.5
Sandy Valley Estates
Magnolia, OH
prior to 1980
1985
5 to 27.5
Shady Hills
Nashville, TN
1954
2011
5 to 27.5
Somerset/Whispering
Somerset, PA
prior to 1980
2004
5 to 27.5
Southern Terrace
Columbiana, OH
1983
2012
5 to 27.5
-112-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Southwind Village
Jackson, NJ
1969
1969
5 to 27.5
Spreading Oaks Village
Athens, OH
prior to 1980
1996
5 to 27.5
Springfield Meadows
Springfield, OH
1970
2016
5 to 27.5
Suburban Estates
Greensburg, PA
1968/1980
2010
5 to 27.5
Summit Estates
Ravenna, OH
1969
2014
5 to 27.5
Summit Village
Marion, IN
2000
2018
5 to 27.5
Sunny Acres
Somerset, PA
1970
2010
5 to 27.5
Sunnyside
Eagleville, PA
1960
2013
5 to 27.5
Trailmont
Goodlettsville, TN
1964
2011
5 to 27.5
Twin Oaks I & II
Olmsted Falls, OH
1952/1997
2012
5 to 27.5
Twin Pines
Goshen, IN
1956/1990
2013
5 to 27.5
Valley High
Ruffs Dale, PA
1974
2014
5 to 27.5
Valley Hills
Ravenna, OH
1960-1970
2014
5 to 27.5
Valley Stream
Mountaintop, PA
1970
2015
5 to 27.5
Valley View - HB
Honey Brook, PA
1970
2013
5 to 27.5
Valley View I
Ephrata, PA
1961
2012
5 to 27.5
Valley View II
Ephrata, PA
1999
2012
5 to 27.5
Voyager Estates
West Newton, PA
1968
2015
5 to 27.5
Waterfalls Village
Hamburg, NY
prior to 1980
1997
5 to 27.5
Wayside
Bellefontaine, OH
1960
2016
5 to 27.5
Weatherly Estates
Lebanon, TN
1997
2006
5 to 27.5
Wellington Estates
Export, PA
1970/1996
2017
5 to 27.5
Wood Valley
Caledonia, OH
prior to 1980
1996
5 to 27.5
Woodland Manor
West Monroe, NY
prior to 1980
2003
5 to 27.5
Woodlawn Village
Eatontown, NJ
1964
1978
5 to 27.5
Woods Edge
West Lafayette, IN
1974
2015
5 to 27.5
Worthington Arms
Lewis Center, OH
1968
2015
5 to 27.5
Youngstown Estates
Youngstown, NY
1963
2013
5 to 27.5
-113-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2024
(1) Represents one mortgage payable secured by twenty-eight properties and one mortgage payable secured by the rental homes therein.
(2) Represents one mortgage payable secured by eight properties.
(3) Represents one mortgage payable secured by six properties.
(4) Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.
(5) Represents one mortgage payable secured by four properties.
(6) Represents one mortgage payable secured by two properties.
(7) Represents one mortgage payable secured by two properties.
(8) Represents one mortgage payable secured by two properties.
(9) Reconciliation
/----------FIXED ASSETS-----------/
(in thousands)
12/31/24
12/31/23
12/31/22
Balance – Beginning of Year
$1,527,479
$1,379,527
$1,198,104
Additions:
Acquisitions
139,528
3,650
85,553
Improvements
-0-
151,495
108,544
Total Additions
139,528
155,145
194,097
Deletions
(11,043)
(7,193)
(12,674)
Balance – End of Year
$1,655,964
$1,527,479
$1,379,527
/-----ACCUMULATED DEPRECIATION-----/
(in thousands)
12/31/24
12/31/23
12/31/22
Balance – Beginning of Year
$391,920
$340,776
$295,740
Additions:
Depreciation
57,765
53,685
46,650
Total Additions
57,765
53,685
46,650
Deletions
(4,608)
(2,541)
(1,614)
Balance – End of Year
$445,077
$391,920
$340,776
(10)
The aggregate cost for Federal tax purposes approximates historical cost.
BOARD OF DIRECTORS
UMH BOARD OF DIRECTORS
AMY L. BUTEWICZ
Doctor of Pharmacy
Realtor of Keller Williams Princeton Real Estate
JEFFREY A. CARUS
Founder and Managing Partner of JAC Partners, LLC
ANNA T. CHEW
Executive Vice President, Chief Financial Officer
and Treasurer
KIERNAN CONWAY
Principal of KCnomics, LLC
CCIM Institute Chief Economist Instructor to
Bank Regulatory Federal Financial Institutions
Examination Council (FFIEC) 2017-2024
MATTHEW I. HIRSCH
Attorney-At-Law
Partner of Solow, Hartnett and Galvan, LLC
EUGENE W. LANDY
Founder and 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
Director of Real Estate Finance of
Helaba-Landesbank Hessen-Thüringen
WILLIAM E. MITCHELL
Partner and Co-CIO of Strategy Capital LLC and
General Partner of Mitchell Portfolio Management
ANGELA D. PRUITT-MARRIOTT
Crisis Communication Specialist of Sitrick and
Company
KENNETH K. QUIGLEY, JR.
Attorney-At-Law
President Emeritus of Curry College
OFFICERS & EXECUTIVE MANAGEMENT
CORPORATE INFORMATION
CORPORATE OFFICE
3499 US Hwy 9, Suites C & D
Freehold, NJ 07728
TRANSFER AGENT & REGISTRAR
EQ
PO Box 500
Newark, NJ 07101
COMMON STOCK LISTINGS
NYSE: UMH TASE: UMH
INDEPENDENT AUDITORS
PKF O’Connor Davies, LLP
245 Park Avenue
New York, NY 10167
PRESS CONTACT
amarriott@sitrick.com
IR WEBSITE: www.umh.reit
COMPANY WEBSITE: www.umh.com
EMAIL ADDRESS
ir@umh.com
EUGENE W. LANDY
Founder and 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
T.C. SHEPPARD
Senior Vice President of Sales and Consumer Finance
ROBERT VAN SCHUYVER
Senior Vice President
JEFFREY WOLFE
Senior Vice President of Field Operations
ABBY KARNOFSKY
Vice President of Marketing
GEORGE KLINE
Vice President of Corporate Security
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 Sustainability and Urban
Development
ALAN PATTERSON
Assistant Vice President of Engineering
BRITTNEE SPERLING
Assistant Controller
KEVIN MILLER
Chief Financial Officer of UMH OZ Fund, LLC
BECKY COLERIDGE
Vice President of Investor Relations and Controller of
UMH OZ Fund, LLC
UMH PROPERTIES, INC.
UMH PROPERTIES, INC.
Established in 1968
Established in 1968
3499 US Hwy 9, Suites C & D | Freehold, NJ 07728
3499 US Hwy 9, Suites C & D | Freehold, NJ 07728
www.umh.reit 732.577.9997 NYSE: UMH TASE: UMH
www.umh.reit 732.577.9997 NYSE: UMH TASE: UMH