UMH-D UMH Properties Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2024
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ 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		(I.R.S. Employer
incorporation or organization)		identification number)

 

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of Principal Executive 0ffices)		(Zip Code)

 

Registrant’s telephone number, including area code (732) 577-9997

 

 

(Former name, former address and former fiscal year, if changed since last report.)

 

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 PD		New York Stock Exchange

 

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. 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).

 

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	☒	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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class		Outstanding Common Shares as of November 1, 2024
Common Stock, $0.10 par value per share		78,899,789

 

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

 

FORM 10-Q

 

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

 

Table of Contents

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
		Consolidated Balance Sheets	3
		Consolidated Statements of Income (Loss)	5
		Consolidated Statements of Shareholders’ Equity	6
		Consolidated Statements of Cash Flows	10
		Notes To Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41
Item 4.	Controls and Procedures		41
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		42
Item 1A.	Risk Factors		42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		42
Item 3.	Defaults Upon Senior Securities		42
Item 4.	Mine Safety Disclosures		42
Item 5.	Other Information		42
Item 6.	Exhibits		42
SIGNATURES			43

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

(in thousands except per share amounts)

 

		September 30, 2024 (Unaudited)				December 31, 2023
- ASSETS -
Investment Property and Equipment
Land		$	87,478			$	86,497
Site and Land Improvements			915,748				896,568
Buildings and Improvements			39,795				39,506
Rental Homes and Accessories			554,034				516,470
Total Investment Property			1,597,055				1,539,041
Equipment and Vehicles			30,759				29,126
Total Investment Property and Equipment			1,627,814				1,568,167
Accumulated Depreciation			(456,795	)			(416,309	)
Net Investment Property and Equipment			1,171,019				1,151,858
Other Assets
Cash and Cash Equivalents			66,704				57,320
Marketable Securities at Fair Value			34,178				34,506
Inventory of Manufactured Homes			31,440				32,940
Notes and Other Receivables, net			88,367				81,071
Prepaid Expenses and Other Assets			17,138				11,729
Land Development Costs			65,965				33,302
Investment in Joint Venture			26,722				24,851
Total Other Assets			330,514				275,719
TOTAL ASSETS		$	1,501,533			$	1,427,577

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – CONTINUED

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

(in thousands except per share amounts)

 

		September 30, 2024 (Unaudited)				December 31, 2023
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs		$	488,285			$	496,483
Other Liabilities:
Accounts Payable			5,732				6,106
Loans Payable, net of unamortized debt issuance costs			25,968				93,479
Series A Bonds, net of unamortized debt issuance costs			100,691				100,055
Accrued Liabilities and Deposits			12,546				15,117
Tenant Security Deposits			9,926				9,543
Total Other Liabilities			154,863				224,300
Total Liabilities			643,148				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 September 30, 2024 and December 31, 2023; 12,271 and 11,607 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			306,778				290,180
Common Stock - $0.10 par value per share, 163,714 and 153,714 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 78,697 and 67,978 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			7,870				6,798
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of September 30, 2024 and December 31, 2023			0				0
Additional Paid-In Capital			567,178				433,106
Accumulated Deficit			(25,364	)			(25,364	)
Total UMH Properties, Inc. Shareholders’ Equity			856,462				704,720
Non-Controlling Interest in Consolidated Subsidiaries			1,923				2,074
Total Shareholders’ Equity			858,385				706,794
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,501,533			$	1,427,577

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands except per share amounts)

 

		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
		THREE MONTHS ENDED								NINE MONTHS ENDED
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
INCOME:
Rental and Related Income		$	51,937			$	48,135			$	153,760			$	140,503
Sales of Manufactured Homes			8,734				7,909				24,919				23,438
Total Income			60,671				56,044				178,679				163,941
EXPENSES:
Community Operating Expenses			22,511				20,673				65,203				60,795
Cost of Sales of Manufactured Homes			5,446				5,334				16,463				16,059
Selling Expenses			1,787				1,792				5,177				5,269
General and Administrative Expenses			4,474				4,491				15,348				14,654
Depreciation Expense			14,693				14,147				44,435				41,271
Total Expenses			48,911				46,437				146,626				138,048
OTHER INCOME (EXPENSE):
Interest Income			1,816				1,306				4,884				3,661
Dividend Income			357				508				1,079				1,745
Gain (Loss) on Sales of Marketable Securities, net			0				226				(3,778	)			183
Increase (Decrease) in Fair Value of Marketable Securities			5,499				(5,496	)			3,468				(10,439	)
Other Income			150				235				514				850
Loss on Investment in Joint Venture			(75	)			(165	)			(299	)			(645	)
Interest Expense			(6,524	)			(7,694	)			(21,369	)			(24,662	)
Total Other Income (Expense)			1,223				(11,080	)			(15,501	)			(29,307	)
Income (Loss) before Gain (Loss) on Sales of Investment Property and Equipment			12,983				(1,473	)			16,552				(3,414	)
Gain (Loss) on Sales of Investment Property and Equipment			(78	)			(26	)			(91	)			11
Net Income (Loss)			12,905				(1,499	)			16,461				(3,403	)
Preferred Dividends			(4,783	)			(4,364	)			(14,168	)			(12,251	)
Loss Attributable to Non-Controlling Interest			59				32				151				108
Net Income (Loss) Attributable to Common Shareholders		$	8,181			$	(5,831	)		$	2,444			$	(15,546	)
Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted		$	0.11			$	(0.09	)		$	0.03			$	(0.25	)
Weighted Average Common Shares Outstanding:
Basic			75,610				65,076				72,173				61,853
Diluted			76,563				65,554				72,971				62,508

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands)

 

		Common Stock								Preferred
		Issued and Outstanding								Stock
		Number				Amount				Series D
Balance December 31, 2023			67,978			$	6,798			$	290,180
Common Stock Issued with the DRIP			168				16				0
Common Stock Issued through Restricted Stock Awards			481				48				0
Common Stock Issued through Stock Options			179				18				0
Common Stock Issued in connection with At-The-Market Offerings, net			1,347				135				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				4,855
Distributions			0				0				0
Stock Compensation			0				0				0
Net Loss			0				0				0
Balance March 31, 2024			70,153				7,015				295,035
Common Stock Issued with the DRIP			172				17				0
Common Stock Issued through Restricted Stock Awards			9				1				0
Common Stock Issued through Stock Options			31				3				0
Common Stock Issued in connection with At-The-Market Offerings, net			2,385				239				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				722
Distributions			0				0				0
Stock Compensation Expense			0				0				0
Net Income (Loss)			0				0				0
Balance June 30, 2024			72,750			$	7,275			$	295,757
Common Stock Issued with the DRIP			141				14				0
Common Stock Issued through Restricted Stock Awards			7				1				0
Common Stock Issued through Stock Options			70				7				0
Common Stock Issued in connection with At-The-Market Offerings, net			5,729				573				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				11,021
Distributions			0				0				0
Stock Compensation Expense			0				0				0
Net Income (Loss)			0				0				0
Balance September 30, 2024			78,697			$	7,870			$	306,778

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands)

 

		Additional Paid-In				Undistributed Income (Accumulated				Non-Controlling Interest in Consolidated				Total Shareholders’
		Capital				Deficit)				Subsidiary				Equity
Balance December 31, 2023		$	433,106			$	(25,364	)		$	2,074			$	706,794
Common Stock Issued with the DRIP			2,455				0				0				2,471
Common Stock Issued through Restricted Stock Awards			(48	)			0				0				0
Common Stock Issued through Stock Options			1,748				0				0				1,766
Common Stock Issued in connection with At-The-Market Offerings, net			20,260				0				0				20,395
Preferred Stock Issued in connection with At-The-Market Offerings, net			(456	)			0				0				4,399
Distributions			(20,479	)			1,591				0				(18,888	)
Stock Compensation Expense			1,845				0				0				1,845
Net Loss			0				(1,591	)			(34	)			(1,625	)
Balance March 31, 2024			438,431				(25,364	)			2,040				717,157
Common Stock Issued with the DRIP			2,548				0				0				2,565
Common Stock Issued through Restricted Stock Awards			(1	)			0				0				0
Common Stock Issued through Stock Options			310				0				0				313
Common Stock Issued in connection with At-The-Market Offerings, net			35,844				0				0				36,083
Preferred Stock Issued in connection with At-The-Market Offerings, net			(63	)			0				0				659
Distributions			(14,622	)			(5,239	)			0				(19,861	)
Stock Compensation Expense			1,883				0				0				1,883
Net Income (Loss)			0				5,239				(58	)			5,181
Balance June 30, 2024			464,330				(25,364	)			1,982				743,980
Common Stock Issued with the DRIP			2,579				0				0				2,593
Common Stock Issued through Restricted Stock Awards			(1	)			0				0				0
Common Stock Issued through Stock Options			833				0				0				840
Common Stock Issued in connection with At-The-Market Offerings, net			106,143				0				0				106,716
Preferred Stock Issued in connection with At-The-Market Offerings, net			(819	)			0				0				10,202
Distributions			(7,770	)			(12,964	)			0				(20,734	)
Stock Compensation Expense			1,883				0				0				1,883
Net Income (Loss)			0				12,964				(59	)			12,905
Balance September 30, 2024		$	567,178			$	(25,364	)		$	1,923			$	858,385

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands)

 

		Common Stock								Preferred
		Issued and Outstanding								Stock
		Number				Amount				Series D
Balance December 31, 2022			57,595			$	5,760			$	225,379
Common Stock Issued with the DRIP			164				15				0
Common Stock Issued through Restricted Stock Awards			140				14				0
Common Stock Issued through Stock Options			14				1				0
Common Stock Issued in connection with At-The-Market Offerings, net			2,071				208				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				21,858
Distributions			0				0				0
Stock Compensation Expense			0				0				0
Net Loss			0				0				0
Balance March 31, 2023			59,984				5,998				247,237
Common Stock Issued with the DRIP			151				15				0
Common Stock Issued through Restricted Stock Awards			8				1				0
Common Stock Issued through Stock Options			42				4				0
Common Stock Issued in connection with At-The-Market Offerings, net			2,887				289				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				17,795
Distributions			0				0				0
Stock Compensation Expense			0				0				0
Net Loss			0				0				0
Balance June 30, 2023			63,072				6,307				265,032
Common Stock Issued with the DRIP			137				13				0
Common Stock Issued through Restricted Stock Awards			155				16				0
Common Stock Issued through Stock Options			15				2				0
Common Stock Issued in connection with At-The-Market Offerings, net			2,793				279				0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				14,450
Distributions			0				0				0
Stock Compensation Expense			0				0				0
Net Loss			0				0				0
Balance September 30, 2023			66,172			$	6,617			$	279,482

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands)

 

		Additional Paid-In				Undistributed Income (Accumulated				Non-Controlling Interest in Consolidated				Total Shareholders’
		Capital				Deficit)				Subsidiary				Equity
Balance December 31, 2022		$	343,189			$	(25,364	)		$	2,232			$	551,196
Common Stock Issued with the DRIP			2,502				0				0				2,517
Common Stock Issued through Restricted Stock Awards			(14	)			0				0				0
Common Stock Issued through Stock Options			136				0				0				137
Common Stock Issued in connection with At-The-Market Offerings, net			34,080				0				0				34,288
Preferred Stock Issued in connection with At-The-Market Offerings, net			(2,567	)			0				0				19,291
Distributions			(17,523	)			1,461				0				(16,062	)
Stock Compensation Expense			1,528				0				0				1,528
Net Loss			0				(1,461	)			(40	)			(1,501	)
Balance March 31, 2023			361,331				(25,364	)			2,192				591,394
Common Stock Issued with the DRIP			2,020				0				0				2,035
Common Stock Issued through Restricted Stock Awards			(1	)			0				0				0
Common Stock Issued through Stock Options			409				0				0				413
Common Stock Issued in connection with At-The-Market Offerings, net			43,870				0				0				44,159
Preferred Stock Issued in connection with At-The-Market Offerings, net			(2,486	)			0				0				15,309
Distributions			(16,878	)			367				0				(16,511	)
Stock Compensation Expense			1,471				0				0				1,471
Net Loss			0				(367	)			(36	)			(403	)
Balance June 30, 2023			389,736				(25,364	)			2,156				637,867
Balance			389,736				(25,364	)			2,156				637,867
Common Stock Issued with the DRIP			2,245				0				0				2,258
Common Stock Issued through Restricted Stock Awards			(16	)			0				0				0
Common Stock Issued through Stock Options			182				0				0				184
Common Stock Issued in connection with At-The-Market Offerings, net			43,238				0				0				43,517
Preferred Stock Issued in connection with At-The-Market Offerings, net			(2,258	)			0				0				12,192
Distributions			(19,250	)			1,467				0				(17,783	)
Stock Compensation Expense			1,011				0				0				1,011
Net Loss			0				(1,467	)			(32	)			(1,499	)
Net Income (Loss)			0				(1,467	)			(32	)			(1,499	)
Balance September 30, 2023		$	414,888			$	(25,364	)		$	2,124			$	677,747
Balance		$	414,888			$	(25,364	)		$	2,124			$	677,747

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(in thousands)

 

		NINE MONTHS ENDED
		September 30, 2024				September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		$	16,461			$	(3,403	)
Non-Cash items included in Net Income (Loss):
Depreciation			44,435				41,271
Amortization of Financing Costs			1,770				1,592
Stock Compensation Expense			3,732				4,010
Provision for Uncollectible Notes and Other Receivables			1,302				1,332
(Gain) Loss on Sales of Marketable Securities, net			3,778				(183	)
(Increase) Decrease in Fair Value of Marketable Securities			(3,468	)			10,439
(Gain) Loss on Sales of Investment Property and Equipment			91				(11	)
Loss on Investment in Joint Venture			690				799
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes			1,500				49,518
Notes and Other Receivables, net of notes acquired with acquisitions			(8,598	)			(12,645	)
Prepaid Expenses and Other Assets			(4,800	)			1,612
Accounts Payable			(374	)			(409	)
Accrued Liabilities and Deposits			(2,571	)			(3,815	)
Tenant Security Deposits			383				1,007
Net Cash Provided by Operating Activities			54,331				91,114
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities			0				(3,679	)
Purchase of Investment Property and Equipment			(67,575	)			(108,616	)
Proceeds from Sales of Investment Property and Equipment			3,888				2,282
Additions to Land Development Costs			(30,784	)			(24,310	)
Purchase of Marketable Securities			(18	)			(17	)
Proceeds from Sales of Marketable Securities			36				4,323
Investment in Joint Venture			(2,561	)			(5,709	)
Net Cash Used in Investing Activities			(97,014	)			(135,726	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Payments from Short-Term Borrowings			(67,363	)			(8,338	)
Principal Payments of Mortgages and Loans			(8,887	)			(67,429	)
Financing Costs on Debt			(593	)			(871	)
Proceeds from At-The-Market Preferred Equity Program, net of offering costs			15,260				46,792
Proceeds from At-The-Market Common Equity Program, net of offering costs			163,194				121,964
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments			5,258				4,807
Proceeds from Exercise of Stock Options			2,919				734
Preferred Dividends Paid			(14,168	)			(12,251	)
Common Dividends Paid, net of dividend reinvestments			(42,944	)			(36,102	)
Net Cash Provided by Financing Activities			52,676				49,306
Net Increase in Cash, Cash Equivalents and Restricted Cash			9,993				4,694
Cash, Cash Equivalents and Restricted Cash at Beginning of Period			64,437				40,876
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		$	74,430			$	45,570

 

See Accompanying Notes to Consolidated Financial Statements

 

 

UMH PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (UNAUDITED)

 

NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES

 

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 owns and operates 139 manufactured home communities containing approximately 26,200 developed homesites, of which approximately 10,300 are rental homes that we own. The 139 communities include 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), the Countryside Village expansion (Duck River Estates) and the Allentown expansion (River Bluff Estates) in Tennessee, which are now considered separate communities, and also include two communities acquired through the Company’s qualified opportunity zone fund (See Note 5). These 139 communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres. 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. All intercompany transactions and balances have been eliminated in consolidation.

 

The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) 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. The Company is subject to franchise taxes in some of the states in which the Company owns property.

 

The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

 

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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.

 

Reclassifications

 

Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.

 

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 4).

 

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.

 

We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of September 30, 2024 and December 31, 2023, the right-of-use assets and corresponding lease liabilities of $3.1 million and $3.3 million, respectively, are included in prepaid expenses and other assets and accrued liabilities and deposits on the consolidated balance sheets.

 

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Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands):

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

2024		$	115
2025			460
2026			460
2027			257
2028			111
Thereafter			18,503
Total Lease Payments		$	19,906

 

The weighted average remaining lease term for these leases is 163 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 presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):

SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH 

		9/30/24				12/31/23				9/30/23				12/31/22
Cash and Cash Equivalents		$	66,704			$	57,320			$	38,646			$	29,785
Restricted Cash			7,726				7,117				6,924				11,091
Cash, Cash Equivalents And Restricted Cash		$	74,430			$	64,437			$	45,570			$	40,876

 

Revenue Recognition

 

We account for our 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.

 

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Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation.

 

Interest income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans.

 

Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606.

 

Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled.

 

Notes Receivables

 

We account for our 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 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 reasonable and supportable forecasts that affect the collectability of the reported amount. As of September 30, 2024 and December 31, 2023, the Company had notes receivable of $83.9 million and $77.1 million, respectively, net of the fair value adjustment of $1.7 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.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

NOTE 2 – NET INCOME (LOSS) PER SHARE

 

Basic Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average shares outstanding for the period. Diluted Net Income (Loss) per Share is calculated by dividing Net Income (Loss) less Income (Loss) Attributable to Non-Controlling Interest by the weighted average number of common shares outstanding, and when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the diluted loss per share equals the basic loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.

 

For the three and nine months ended September 30, 2024, common stock equivalents resulting from employee stock options to purchase 5.4 million shares of common stock amounted to 953,000 and 798,000 shares, respectively, which were included in the computation of Diluted Net Income per Share. For the three and nine months ended September 30, 2023, common stock equivalents of 478,000 shares and 655,000 shares, respectively, were excluded from the computation of Diluted Net Loss per Share as their effect would be anti-dilutive.

 

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NOTE 3 – MARKETABLE SECURITIES

 

The Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a fair value of $34.2 million as of September 30, 2024, which represents 1.7% of undepreciated assets (total assets excluding accumulated depreciation). The Company does not intend to increase its investments in this REIT securities portfolio. The REIT securities portfolio provides the Company with additional diversification, liquidity and income.

 

As of September 30, 2024, the Company had total net unrealized losses of $36.2 million in its REIT securities portfolio. For the three and nine months ended September 30, 2024, the Company recorded increases of $5.5 million and $3.5 million, respectively, in the fair value of these marketable securities. The Company held seven securities that had unrealized losses as of September 30, 2024.

 

NOTE 4 – 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.

 

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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, 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.

 

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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.

 

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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”.

 

NOTE 5 – 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 September 30, 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.

 

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NOTE 6 – LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS

 

Loans Payable

 

The following is a summary of our loans payable as of September 30, 2024 and December 31, 2023 (in thousands):

 SCHEDULE OF LOANS PAYABLE  

		9/30/2024										12/31/2023
		Amount						Rate				Amount				Rate
Margin Loan		(1)		$	0				N/A			$	0				N/A
Unsecured revolving credit facility		(2)			0				N/A				70,000				7.27	%
Floorplan inventory financing		(3)			3,123				8.97	%			0				N/A
FirstBank rental home loan		(4)			24,197				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					27,320				6.47	%			94,683				6.98	%
Unamortized debt issuance costs					(1,352	)							(1,204	)
Loans Payable, net of unamortized
debt issuance costs				$	25,968				6.81	%		$	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.
	(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 quarter 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 of date of May 10, 2028.
	(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 revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.

 

On April 2, 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. The Facility is syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. as joint arrangers and joint book runners, with Bank of Montreal as administrative agent. 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%. The maturity date is November 7, 2026.

 

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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 September 30, 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

 

The following is a summary of our mortgages payable as of September 30, 2024 and December 31, 2023 (in thousands):

 SCHEDULE OF MORTGAGES PAYABLE 

		9/30/2024								12/31/2023
		Amount				Rate				Amount				Rate
Fixed rate mortgages		$	492,248				4.17	%		$	501,135				4.17	%
Unamortized debt issuance costs			(3,963	)							(4,652	)
Mortgages Payable, net of unamortized debt issuance costs		$	488,285				4.21	%		$	496,483				4.21	%

 

As of September 30, 2024 and December 31, 2023, the weighted average loan maturity of mortgages payable was 4.6 years and 5.3 years, respectively.

 

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NOTE 7 – SHAREHOLDERS’ EQUITY

 

Common Stock

 

On April 1, 2024, the Company announced a $0.01 increase, representing a 4.9% increase, in its quarterly common stock dividend, raising it to $0.215 per share from $0.205 per share. Since 2020, we have increased our dividend four times by an aggregate amount of $0.14, representing a 19% increase. The Company’s annual dividend rate on its Common Stock is currently $0.86 per share.

 

On September 16, 2024, the Company paid total cash dividends of $16.0 million or $0.215 per share to common shareholders of record as of the close of business on August 15, 2024, of which $838,000 was reinvested in the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). On October 1, 2024, the Company declared a dividend of $0.215 per share to be paid December 16, 2024 to common shareholders of record as of the close of business on November 15, 2024.

 

During the nine months ended September 30, 2024, the Company received, including dividends reinvested of $2.4 million, a total of $7.6 million from its DRIP. There were 481,000 shares issued under the DRIP during this period.

 

On January 10, 2024, the Board of Directors 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 may 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 will 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. For the three and nine months ended September 30, 2024, the Company did not repurchase any shares of its Common Stock.

 

Common Stock At-The-Market Sales Programs

 

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 “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 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 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 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. For the nine months ended September 30, 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.

 

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On March 12, 2024, the Company terminated the use of the 2023 Common ATM Program and entered into a new equity distribution agreement (“2024 March 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 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 Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution Agreement for the 2024 March 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 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 Distribution Agents and the Company. The Company began selling shares under the 2024 March Common ATM Program on March 13, 2024 and sold a total of 8.1 million shares of Common Stock during 2024 under the 2024 March 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 13, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “Maryland SDAT”) an amendment (the “Articles of Amendment”) to the Company’s charter to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 10 million shares.  The Articles of Amendment became effective at 10:00 a.m., Eastern time, on September 16, 2024.

 

On September 16, 2024, the Company terminated the use of the 2024 March Common ATM Program and entered into a new equity distribution agreement (“2024 September 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 under which the Company may 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 Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution Agreement for the 2024 September 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 Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company. The Company began selling shares under the 2024 September Common ATM Program on September 17, 2024 and through September 30, 2024, 90,000 shares of Common Stock were issued and sold under the 2024 September Common ATM Program at a weighted average price of $19.71 per share, generating gross proceeds of $1.8 million and net proceeds of $1.4 million, after offering expenses.

 

22

 

Under the 2023 Common ATM Program, the 2024 March Common ATM Program and the 2024 September Common ATM Program, during the nine months ended September 30, 2024, a total of 9.4 million shares of Common Stock were issued and sold at a weighted average price of $17.55 per share, generating gross proceeds of $166.0 million and net proceeds of $163.2 million, after offering expenses.

 

As of September 30, 2024, $148.2 million of common stock remained eligible for sale under the 2024 September Common ATM Program.

 

6.375% Series D Cumulative Redeemable Preferred Stock

 

On September 16, 2024, the Company paid $4.8 million in dividends or $0.3984375 per share for the period from June 1, 2024 through August 31, 2024 to holders of record as of the close of business on August 15, 2024 of our 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share, Liquidation Preference $25.00 per share (“Series D Preferred Stock”). Dividends on our Series D Preferred Stock are cumulative and payable quarterly at an annual rate of $1.59375 per share.

 

On October 1, 2024, the Company declared a dividend of $0.3984375 per share for the period from September 1, 2024 through November 30, 2024 to be paid on December 16, 2024 to Series D Preferred shareholders of record as of the close of business on November 15, 2024.

 

Preferred Stock At-The-Market Sales Program

 

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. For the nine months ended September 30, 2024, the Company issued and sold 664,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.35 per share, generating gross proceeds of $15.5 million and net proceeds of $15.3 million, after offering expenses.

 

23

 

As of September 30, 2024, $30.6 million in shares of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

 

NOTE 8 – STOCK BASED COMPENSATION

 

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 is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $1.9 and $5.6 million have been recognized for the three and nine months ended September 30, 2024, respectively. Compensation costs of $1.0 and $4.0 million have been recognized for the three and nine months ended September 30, 2023, respectively.

 

On January 10, 2024, the Company awarded a total of 26,000 shares of restricted stock to six employees under the Company’s 2023 Equity Incentive Award Plan (the “2023 Plan”). The grant date fair value of these restricted stock grants was $411,000. These grants vest ratably over 5 years.

 

On January 10, 2024, the Company awarded a total of 8,613 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.

 

On January 10, 2024, the Company granted options to purchase 99,000 shares of common stock to nine members of our Board of Directors under the 2023 Plan. The grant date fair value of these options amounted to approximately $266,000. These grants vest ratably over five years.

 

On March 26, 2024, the Company awarded a total of 8,694 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.

 

On March 26, 2024, the Company awarded a total of 24,275 shares of common stock to four employees, pursuant to their employment agreements. The grant date fair value of these awards was $380,000.

 

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 grants are subject to a combination of both performance-based and time-based metrics. The grant date fair value of these restricted stock grants was $6.5 million. Of these shares, 121,488 shares (time-based) vest ratably over 2 years. The remaining shares (performance-based) vest after 2 years upon achievement of certain corporate and financial metrics.

 

24

 

 

On March 26, 2024, the Company granted options to purchase 829,500 shares of common stock to sixty employees under the Company’s 2023 Plan. The grant date fair value of these options amounted to approximately $2.3 million. These grants vest ratably over five years. Compensation costs for grants issued to a participant who is of retirement age are recognized at the time of the grant.

 

On June 20, 2024, the Company awarded a total of 8,847 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.

 

On September 25, 2024, the Company awarded a total of 6,930 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.

 

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 during the nine months ended September 30, 2024:

SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS   

		2024
Dividend yield		5.33%
Expected volatility		27.05%
Risk-free interest rate		4.22%
Expected lives		10
Estimated forfeitures		0

 

During the nine months ended September 30, 2024, twenty-four participants exercised options to purchase a total of 280,340 shares of common stock at a weighted-average exercise price of $10.41 per share for total proceeds of $2.9 million. The aggregate intrinsic value of options exercised was $1.8 million. During the nine months ended September 30, 2024, options to purchase 18,400 shares were forfeited.

 

As of September 30, 2024, there were options outstanding to purchase 5.4 million shares, with an aggregate intrinsic value of $23.3 million. There were 777,000 shares available for grant under the 2023 Plan.

 

25

 

 

NOTE 9 – FAIR VALUE MEASUREMENTS

 

In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2024 and December 31, 2023 (in thousands):

 FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS

		Fair Value Measurements at Reporting Date Using
						Quoted Prices				Significant
						In Active				Other				Significant
						Markets for				Observable				Unobservable
						Identical Assets				Inputs				Inputs
		Total				(Level 1)				(Level 2)				(Level 3)
As of September 30, 2024:
Marketable Securities - Preferred stock		$	495			$	495			$	0			$	0
Marketable Securities - Common stock			33,683				33,683				0				0
Total		$	34,178			$	34,178			$	0			$	0
As of December 31, 2023:
Marketable Securities - Preferred stock		$	447			$	447			$	0			$	0
Marketable 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 approximately at a weighted-average current market rate of interest. As of September 30, 2024, the estimated fair value of fixed rate mortgages payable amounted to $483.8 million and the carrying value of fixed rate mortgages payable amounted to $492.2 million.

 

NOTE 10 – CONTINGENCIES, COMMITMENTS AND OTHER 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.

 

26

 

 

The Company had an agreement with 21st Mortgage under which 21st Mortgage provided financing for home purchasers in the Company’s communities. This program was terminated on June 22, 2023, however, the Company’s repurchase obligations for the outstanding loans that were originated by 21st Mortgage remain in effect. 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 September 30, 2024, the total loan balance under this agreement was approximately $2.2 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 September 30, 2024, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $579,000.

 

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 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 September 30, 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 $81.4 million of loans that the Company acquired under the COP Program as of September 30, 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. 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 4).

 

27

 

 

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

 

Cash paid for interest during the nine months ended September 30, 2024 and 2023 was $23.5 million and $27.2 million, respectively. Interest cost capitalized to land development was $4.1 million for the nine months ended September 30, 2024 and 2023, respectively.

 

During the nine months ended September 30, 2024 and 2023, the Company had Dividend Reinvestments of $2.4 million and $2.0 million, respectively, which required no cash transfers.

 

NOTE 12 – 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.

 

Since October 1, 2024, the Company issued and sold an additional 170,000 shares of its Common Stock under the 2024 September Common ATM Program at a weighted average price of $18.92 per share, generating net proceeds of $3.2 million, after offering expenses. As of November 1, 2024, $145.0 million of Common Stock remained eligible for sale under the 2024 September Common ATM Program.

 

Since October 1, 2024, the Company issued and sold an additional 247,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.90 per share, generating net proceeds of $5.8 million, after offering expenses. As of November 1, 2024, $24.7 million of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

 

28

 

 

NOTE 13 – PROFORMA FINANCIAL INFORMATION (UNAUDITED)

 

The following unaudited pro forma condensed financial information reflects the acquisitions during 2023 and 2024. 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 assuming that the acquisitions had occurred as of the first day of the applicable period, after giving effect to certain adjustments including: (a) rental and related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions; and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands).

SUMMARY OF PRO FORMA FINANCIAL INFORMATION  

		9/30/24				9/30/23				9/30/24				9/30/23
		Three Months Ended								Nine Months Ended
		9/30/24				9/30/23				9/30/24				9/30/23
Rental and Related Income		$	51,937			$	48,135			$	153,760			$	140,506
Community Operating Expenses			22,511				20,673				65,203				60,801
Net Income (Loss) Attributable to Common Shareholders			8,181				(5,831	)			2,444				(15,564	)
Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted		$	0.11			$	(0.09	)		$	0.03			$	(0.25	)

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and footnotes thereto included elsewhere herein and in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

 

The Company is a Maryland corporation that operates as a self-administered, self-managed REIT with headquarters in Freehold, New Jersey. The Company’s primary business is the ownership and operation of manufactured home communities, which includes leasing manufactured home spaces on an annual or month-to-month basis to residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable REIT subsidiary, S&F, sells and finances the sale of manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. During 2022, the Company also formed a qualified opportunity zone fund to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as qualified opportunity zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas. The Company currently holds a 77% interest in the qualified opportunity zone fund. The Company also has an ownership interest in and operates two communities in Florida through its joint venture relationship with Nuveen Real Estate. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres.

 

 

As of September 30, 2024, the Company owns and operates 139 manufactured home communities containing approximately 26,200 developed homesites, of which approximately 10,300 are rental homes that we own. The 139 communities include 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), the Countryside Village expansion (Duck River Estates) and the Allentown expansion (River Bluff Estates) in Tennessee, which are now considered separate communities, and also include two communities acquired through the Company’s qualified opportunity zone fund (See Note 5). These 139 communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia.

 

The Company is in preliminary discussions 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 and obtain all 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 an agreement between the parties and a 90-day due diligence review period for the benefit of the joint venture partner. 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 Company earns income from the operation of its manufactured home communities, leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes and the brokering of home sales, 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.

 

 

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.

 

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. This has resulted in increased occupancy rates and improved operating results. For the three and nine months ended September 30, 2024, rental and related income increased 8% and 9%, respectively, from the prior year periods and Community Net Operating Income (“NOI”), as defined below, increased 7% and 11%, respectively. Same property NOI, which includes communities owned and operated as of January 1, 2023 (excluding Memphis Blues, Duck River Estates and River Bluff Estates), increased 7% and 11% for the three and nine months ended September 30, 2024, respectively, over the prior year period driven by a 70 basis point increase in occupancy, to 87.7%, and a rental rate increase of 4.5%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. 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. We will also seek additional opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment and are located in qualified opportunity zones.

 

For the three and nine months ended September 30, 2024, sales of manufactured homes increased 10% and 6%, respectively from the prior year periods. Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers substantial comparative value that should result in increased demand.

 

The macro-economic environment and current housing fundamentals continue to favor home rentals. 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. Despite mortgage rates hitting a two-year low this past September as they moved toward 6%, rates are still too high for many buyers and according to the National Association of Realtors, sales of existing homes are on track for their worst year since 1995 for the second year in a row. Even if this year’s sales slightly exceed last year’s level, sales are still on track for the worst two-year period since the mid-1990s, when the country’s population was considerably smaller. 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. We have added an additional 284 rental homes during the first nine months of 2024, net of home sales. This brought the total number of rental homes to approximately 10,300 rental homes, or 39.7% of total sites. Occupied rental homes represented approximately 42.9% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 94.4% as of September 30, 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.

 

See PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a more complete discussion of the economic and industry-wide factors relevant to the Company and the opportunities and challenges, and risks on which the Company is focused.

 

 

Significant Accounting Policies and Estimates

 

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

On a regular basis, management evaluates our assumptions, judgments and estimates. Management believes there have been no material changes to the items that we disclosed as our significant accounting policies and estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Supplemental 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.

 

 

The Company’s Community NOI for the three and nine months ended September 30, 2024 and 2023 is calculated as follows (in thousands):

 

		Three Months Ended								Nine Months Ended
		9/30/24				9/30/23				9/30/24				9/30/23
Rental and Related Income		$	51,937			$	48,135			$	153,760			$	140,503
Less: Community Operating Expenses			22,511				20,673				65,203				60,795
Community NOI		$	29,426			$	27,462			$	88,557			$	79,708

 

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.

 

 

The Company’s FFO and Normalized FFO attributable to common shareholders for the three and nine months ended September 30, 2024 and 2023 are calculated as follows (in thousands):

 

		Three Months Ended								Nine Months Ended
		9/30/24				9/30/23				9/30/24				9/30/23
Net Income (Loss) Attributable to Common Shareholders		$	8,181			$	(5,831	)		$	2,444			$	(15,546	)
Depreciation Expense			14,693				14,147				44,435				41,271
Depreciation Expense from Unconsolidated Joint Venture			209				179				610				504
(Gain) Loss on Sales of Investment Property and Equipment			78				26				91				(11	)
(Increase) Decrease in Fair Value
of Marketable Securities			(5,499	)			5,496				(3,468	)			10,439
(Gain) Loss on Sales of Marketable Securities, net			0				(226	)			3,778				(183	)
FFO Attributable to Common
Shareholders			17,662				13,791				47,890				36,474
Adjustments:
Amortization of Financing Costs			608				536				1,771				1,592
Non- Recurring Other Expense (1)			192				73				625				1,103
Normalized FFO Attributable to
Common Shareholders		$	18,462			$	14,400			$	50,286			$	39,169

 

(1)

Consists of one-time legal fees ($192 and $243, respectively), and costs associated with the liquidation/sale of inventory in a particular sales center ($0 and $382, respectively) for the three and nine months ended September 30, 2024, respectively. Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($0 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($43 and $93, respectively), one-time legal fees ($25 and $75, respectively), fees related to the establishment of the OZ Fund ($0 and $37, respectively), and costs associated with acquisitions that were not completed ($5 and $36, respectively) for the three and nine months ended September 30, 2023, respectively.

 

The following are the cash flows provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 (in thousands):

 

		Nine Months Ended
		9/30/24				9/30/23
Operating Activities		$	54,331			$	91,114
Investing Activities			(97,014	)			(135,726	)
Financing Activities			52,676				49,306

 

 

Changes In Results Of Operations

 

Rental and related income increased 8% from $48.1 million for the three months ended September 30, 2023 to $51.9 million for the three months ended September 30, 2024. Rental and related income increased 9% from $140.5 million for the nine months ended September 30, 2023 to $153.8 million for the nine months ended September 30, 2024. This increase was due to increases in rental rates and same property occupancy and additional rental homes. The Company has been raising rental rates by approximately 5% to 6% annually at most communities. Same property occupancy has increased 70 basis points from 87.0% as of September 30, 2023 to 87.7% at September 30, 2024. Occupied rental homes increased 4% from approximately 9,300 homes at September 30, 2023 to 9,700 homes at September 30, 2024.

 

Community operating expenses increased 9% from $20.7 million for the three months ended September 30, 2023 to $22.5 million for the three months ended September 30, 2024. Community operating expenses increased 7% from $60.8 million for the nine months ended September 30, 2023 to $65.2 million for the nine months ended September 30, 2024. These increases were due to an increase in payroll costs, real estate taxes, rental home expenses and storm cleanup.

 

Community NOI increased 7% from $27.5 million for the three months ended September 30, 2023 to $29.4 million for the three months ended September 30, 2024. Community NOI increased 11% from $79.7 million for the nine months ended September 30, 2023 to $88.6 million for the nine months ended September 30, 2024. These increases were primarily due to increases in rental rates, occupancy and rental homes. The Company’s operating expense ratio (defined as community operating expenses divided by rental and related income) was 43.3% and 42.4% for the three and nine months ended September 30, 2024 and 42.9% and 43.3% for the three and nine months ended September 30, 2023, respectively. 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 10% from $7.9 million, or 90 homes, for the three months ended September 30, 2023 to $8.7 million, or 100 homes, for the three months ended September 30, 2024. Sales of manufactured homes increased 6% from $23.4 million, or 264 homes, for the nine months ended September 30, 2023 to $24.9 million, or 300 homes, for the nine months ended September 30, 2024. Cost of sales of manufactured homes amounted to $5.4 million and $5.3 million for the three months ended September 30, 2024 and 2023, respectively. Cost of sales of manufactured homes amounted to $16.5 million and $16.1 million for the nine months ended September 30, 2024 and 2023, respectively. The gross profit percentage was 38% and 33% for the three months ended September 30, 2024 and 2023, respectively, and 34% and 31% for the nine months ended September 30, 2024 and 2023, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.8 million for the three months ended September 30, 2024 and 2023, and $5.2 million and $5.3 million for the nine months ended September 30, 2024 and 2023, respectively. Gain from the sales operations (defined as sales of manufactured homes, less cost of sales of manufactured homes, less selling expenses), excluding interest on the financing of inventory, amounted to $1.5 million or 17% of total sales and $783,000 or 10% of total sales for the three months ended September 30, 2024 and 2023, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $3.3 million or 13% of total sales and $2.1 million or 9% of total sales for the nine months ended September 30, 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 remained relatively stable from the three months ended September 30, 2023 to September 30, 2024. General and administrative expenses increased 5% from $14.7 million for the nine months ended September 30, 2023 to $15.3 million for the nine months ended September 30, 2024, primarily due to an increase in meeting costs as a result of our biennial in-person employee training meeting (which was not held last year) and an increase in payroll and related personnel cost. Although general and administrative expenses increased for the nine months, general and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was down for both the three and the nine months ended September 30, 2024 as compared to same periods ended September 30, 2023. These percentages were 7.1% and 8.3% for the three and nine months ended September 30, 2024, respectively, as compared to 7.7% and 8.6% for the three and nine months ended September 30, 2023, respectively.

 

Depreciation expense increased 4% from $14.1 million for the three months ended September 30, 2023 to $14.7 million for the three months ended September 30, 2024. Depreciation expense increased 8% from $41.3 million for the nine months ended September 30, 2023 to $44.4 million for the nine months ended September 30, 2024. This increase was primarily due to the increase in rental homes during 2023 and 2024.

 

Interest income increased 39% from $1.3 million for the three months ended September 30, 2023 to $1.8 million for the three months ended September 30, 2024. Interest income increased 33% from $3.7 million for the nine months ended September 30, 2023 to $4.9 million for the nine months ended September 30, 2024. This increase was primarily due to an increase in the average balance of notes receivable from $68.9 million at September 30, 2023 to $79.2 million at September 30, 2024. The weighted average interest rate earned on these notes receivable increased 20 basis points and were approximately 7.1% and 6.9% as of September 30, 2024 and 2023, respectively.

 

Dividend income decreased 30% from $508,000 for the three months ended September 30, 2023 to $357,000 for the three months ended September 30, 2024. Dividend income decreased 38% from $1.7 million for the nine months ended September 30, 2023 to $1.1 million for the nine months ended September 30, 2024. This decrease was due to reduced dividends as a result of our smaller securities portfolio and dividend cuts. The weighted average yield on our dividends received from our marketable securities investments decreased 330 basis points and were approximately 4.3% and 7.6% at September 30, 2024 and 2023, respectively.

 

 

The Company recognized a loss on sales of marketable securities of $3.8 million for the nine months ended September 30, 2024. The Company recognized a gain on sales of marketable securities of $226,000 and $183,000 for the three and nine months ended September 30, 2023, respectively. The increase (decrease) in fair value of marketable securities amounted to an increase of $5.5 million and a decrease of $5.5 million for the three months ended September 30, 2024 and 2023, respectively. The increase (decrease) in fair value of marketable securities amounted to an increase of $3.5 million and a decrease of $10.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had total net unrealized losses of $36.2 million in its REIT securities portfolio.

 

Interest expense, including amortization of financing costs, decreased 15% from $7.7 million for the three months ended September 30, 2023 to $6.5 million for the three months ended September 30, 2024. Interest expense, including amortization of financing costs, decreased 13% from $24.7 million for the nine months ended September 30, 2023 to $21.4 million for the nine months ended September 30, 2024. This decrease was due to a decrease in the average balance of mortgages and loans from $624.6 million at September 30, 2023 to $552.1 million at September 30, 2024. The weighted average interest rate on our total debt decreased from 4.7% at September 30, 2023 to 4.4% at September 30, 2024, respectively.

 

Changes in Financial Condition

 

Total investment property increased 4% or $58.0 million during the nine months ended September 30, 2024. In addition to adding 284 rental homes, net of 202 rental homes sold to its communities during the nine months ended September 30, 2024, the Company is preparing sites for additional homes to be added during the year. Occupied rentals increased by 310 rental homes from December 31, 2023 to September 30, 2024. The Company’s occupancy rate on its rental homes portfolio increased 40 basis points and was 94.4% at September 30, 2024 as compared to 94.0% at December 31, 2023.

 

Marketable securities decreased 1% or $328,000 during the nine months ended September 30, 2024. This decrease was due to sales of securities with a cost basis of $3.8 million offset by a net increase in the fair value of $3.5 million.

 

Mortgages payable, net of unamortized debt issuance costs, decreased 2% or $8.2 million during the nine months ended September 30, 2024 due to principal payments.

 

Loans payable, net of unamortized debt issuance costs, decreased 72% or $67.5 million during the nine months ended September 30, 2024. This decrease was due to a decrease of $70 million on our unsecured line of credit offset by an increase of $3.1 million on our revolving lines of credit for the purchase of inventory.

 

 

Liquidity and Capital Resources

 

The Company’s focus is on real estate investments, including investment in rental homes. 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. We anticipate that the liquidity demands of the recent properties acquired will be met by the operations of these acquisitions. The Company’s ability to generate cash adequate to meet these demands is dependent primarily on income from its real estate investments, the sale of real estate investments, 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 through its Common and Preferred ATM 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 ATM Programs. In order to provide financial flexibility to opportunistically access the capital markets, on March 12, 2024, the Company implemented its 2024 March 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 its successful 2024 March Common ATM Program and implemented a new 2024 September 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.

 

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 nine months ended September 30, 2024, the Company issued and sold 9.4 million shares of Common Stock through our Common ATM Programs, at a weighted average price of $17.55 per share, generating gross proceeds of $166.0 million and net proceeds of $163.2 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 170,000 shares of its Common Stock under the 2024 September Common ATM Program at a weighted average price of $18.92 per share, generating net proceeds of $3.2 million, after offering expenses.

 

In addition, during the nine months ended September 30, 2024, the Company issued and sold 664,000 shares of Series D Preferred Stock through our 2023 Preferred ATM Program, at a weighted average price of $23.35 per share, generating gross proceeds of $15.5 million and net proceeds of $15.3 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 247,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.90 per share, generating net proceeds of $5.8 million, after offering expenses.

 

The Company also raised $7.6 million from the issuance of common stock in the DRIP during the nine months ended September 30, 2024, which included dividend reinvestments of $2.4 million. Dividends paid on the common stock for the nine months ended September 30, 2024 were $45.3 million, of which $2.4 million were reinvested. Dividends paid on the Series D Preferred Stock for the nine months ended September 30, 2024 totaled $14.2 million.

 

Net cash provided by operating activities amounted to $54.3 million and $91.1 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of $66.7 million, marketable securities of $34.2 million and $260 million available on our credit facility. We also had approximately $147 million available on our revolving lines of credit for the financing of home sales and purchases of inventory and $55 million available on our line of credit secured by rental homes and rental homes leases.

 

The Company owns and operates 139 communities (including 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.

 

As of September 30, 2024, the Company had total assets of $1.5 billion and total liabilities of $643.1 million. The Company’s net debt (net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of September 30, 2024 was approximately 22% and the Company’s net debt, less securities to total market capitalization as of September 30, 2024 was approximately 21%. As of September 30, 2024, the Company had eighteen mortgages totaling $84.4 million due within the next 12 months and twenty-four mortgages totaling $120.8 million within the next 18 months. The Company believes that it has the ability to meet its obligations and to generate funds for new investments.

 

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Statements contained in this Form 10-Q, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. Forward-looking statements can be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described below and under the headings “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These and other risks, uncertainties and factors could cause our actual results to differ materially from those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from our expectations include, among others:

 

	●	changes in the real estate market conditions and general economic conditions;
	●	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;
	●	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-Q and the Company’s other filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023.

 

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 Form 10-Q 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.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding year to the date of this Quarterly Report on Form 10-Q.

 

Item 4.

Controls and Procedures

 

The Company’s President and Chief Executive Officer (principal executive officer) and the Company’s Executive Vice President and Chief Financial Officer (principal financial and accounting officer), with the assistance of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of such period.

 

Changes In Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the quarterly period ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

None.

 

Item 1A.

Risk Factors

 

There have been no material changes to information required regarding risk factors from the end of the preceding year to the date of this Quarterly Report on Form 10-Q. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

None.

 

Item 5.

Other Information

 

	(a) Information Required to be Disclosed in a Report on Form 8-K, but not Reported – None.
	(b) Material Changes to the Procedures by which Security Holders may Recommend Nominees to the Board of Directors – None.

 

Item 6.

Exhibits

 

31.1	Certification of Samuel A. Landy, President and Chief Executive Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith).
31.2	Certification of Anna T. Chew, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith).
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Samuel A. Landy, President and Chief Executive Officer, and Anna T. Chew, Chief Financial Officer (Furnished herewith).
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.   As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

			UMH PROPERTIES, INC.
DATE:	November 6, 2024		By	/s/ Samuel A. Landy
				Samuel A. Landy
				President and Chief Executive Officer
				(Principal Executive Officer)

 

DATE:	November 6, 2024		By	/s/ Anna T. Chew
				Anna T. Chew
				Executive Vice President and Chief Financial Officer
				(Principal Financial and Accounting Officer)

 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Samuel A. Landy, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of UMH Properties, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 6, 2024

 

	/s/ Samuel A. Landy
	Samuel A. Landy
	President and Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Anna T. Chew, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of UMH Properties, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 6, 2024

 

	/s/ Anna T. Chew
	Anna T. Chew
	Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 32

 

CERTIFICATION OF CEO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of UMH Properties, Inc. (the “Company”) for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Samuel A. Landy, as President and Chief Executive Officer of the Company, and Anna T. Chew, as Vice President and Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By:	/s/Samuel A. Landy
Name:	Samuel A. Landy
Title:	President and Chief Executive Officer
Date:	November 6, 2024

 

By:	/s/Anna T. Chew
Name:	Anna T. Chew
Title:	Executive Vice President and Chief Financial Officer
Date:	November 6, 2024

 

 

v3.24.3

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 01, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-12690
Entity Registrant Name	UMH PROPERTIES, INC.
Entity Central Index Key	0000752642
Entity Tax Identification Number	22-1890929
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Juniper Business Plaza
Entity Address, Address Line Two	3499 Route 9 North
Entity Address, Address Line Three	Suite 3-C
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	(732)
Local Phone Number	577-9997
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		78,899,789
Entity Listing, Par Value Per Share	$ 0.10
Common Stock, $0.10 par Value [Member]
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	UMH
Security Exchange Name	NYSE
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par Value [Member]
Title of 12(b) Security	6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value
Trading Symbol	UMH PD
Security Exchange Name	NYSE

v3.24.3

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Investment Property and Equipment
Land	$ 87,478	$ 86,497
Site and Land Improvements	915,748	896,568
Buildings and Improvements	39,795	39,506
Rental Homes and Accessories	554,034	516,470
Total Investment Property	1,597,055	1,539,041
Equipment and Vehicles	30,759	29,126
Total Investment Property and Equipment	1,627,814	1,568,167
Accumulated Depreciation	(456,795)	(416,309)
Net Investment Property and Equipment	1,171,019	1,151,858
Other Assets
Cash and Cash Equivalents	66,704	57,320
Marketable Securities at Fair Value	34,178	34,506
Inventory of Manufactured Homes	31,440	32,940
Notes and Other Receivables, net	88,367	81,071
Prepaid Expenses and Other Assets	17,138	11,729
Land Development Costs	65,965	33,302
Investment in Joint Venture	26,722	24,851
Total Other Assets	330,514	275,719
TOTAL ASSETS	1,501,533	1,427,577
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	488,285	496,483
Other Liabilities:
Accounts Payable	5,732	6,106
Loans Payable, net of unamortized debt issuance costs	25,968	93,479
Series A Bonds, net of unamortized debt issuance costs	100,691	100,055
Accrued Liabilities and Deposits	12,546	15,117
Tenant Security Deposits	9,926	9,543
Total Other Liabilities	154,863	224,300
Total Liabilities	643,148	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 September 30, 2024 and December 31, 2023; 12,271 and 11,607 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	306,778	290,180
Common Stock - $0.10 par value per share, 163,714 and 153,714 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 78,697 and 67,978 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	7,870	6,798
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of September 30, 2024 and December 31, 2023	0	0
Additional Paid-In Capital	567,178	433,106
Accumulated Deficit	(25,364)	(25,364)
Total UMH Properties, Inc. Shareholders’ Equity	856,462	704,720
Non-Controlling Interest in Consolidated Subsidiaries	1,923	2,074
Total Shareholders’ Equity	858,385	706,794
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 1,501,533	$ 1,427,577

v3.24.3

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	163,714	153,714
Common stock, shares issued	78,697	67,978
Common stock, shares outstanding	78,697	67,978
Excess stock, par value	$ 0.10	$ 0.10
Excess stock, shares authorized	3,000	3,000
Excess stock, shares issued	0	0
Excess stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Cumulative redeemable preferred stock, percentage	6.375%	6.375%
Cumulative redeemable preferred stock, par value	$ 0.10	$ 0.10
Cumulative redeemable preferred stock, shares authorized	13,700	13,700
Cumulative redeemable preferred stock, shares issued	12,271	11,607
Cumulative redeemable preferred stock, shares outstanding	12,271	11,607

v3.24.3

Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
INCOME:
Rental and Related Income	$ 51,937	$ 48,135	$ 153,760	$ 140,503
Sales of Manufactured Homes	8,734	7,909	24,919	23,438
Total Income	60,671	56,044	178,679	163,941
EXPENSES:
Community Operating Expenses	22,511	20,673	65,203	60,795
Cost of Sales of Manufactured Homes	5,446	5,334	16,463	16,059
Selling Expenses	1,787	1,792	5,177	5,269
General and Administrative Expenses	4,474	4,491	15,348	14,654
Depreciation Expense	14,693	14,147	44,435	41,271
Total Expenses	48,911	46,437	146,626	138,048
OTHER INCOME (EXPENSE):
Interest Income	1,816	1,306	4,884	3,661
Dividend Income	357	508	1,079	1,745
Gain (Loss) on Sales of Marketable Securities, net	0	226	(3,778)	183
Increase (Decrease) in Fair Value of Marketable Securities	5,499	(5,496)	3,468	(10,439)
Other Income	150	235	514	850
Loss on Investment in Joint Venture	(75)	(165)	(299)	(645)
Interest Expense	(6,524)	(7,694)	(21,369)	(24,662)
Total Other Income (Expense)	1,223	(11,080)	(15,501)	(29,307)
Income (Loss) before Gain (Loss) on Sales of Investment Property and Equipment	12,983	(1,473)	16,552	(3,414)
Gain (Loss) on Sales of Investment Property and Equipment	(78)	(26)	(91)	11
Net Income (Loss)	12,905	(1,499)	16,461	(3,403)
Preferred Dividends	(4,783)	(4,364)	(14,168)	(12,251)
Loss Attributable to Non-Controlling Interest	59	32	151	108
Net Income (Loss) Attributable to Common Shareholders	$ 8,181	$ (5,831)	$ 2,444	$ (15,546)
Net Income (Loss) Attributable to Common Shareholders Per Share - Basic	$ 0.11	$ (0.09)	$ 0.03	$ (0.25)
Net Income (Loss) Attributable to Common Shareholders Per Share - Diluted	$ 0.11	$ (0.09)	$ 0.03	$ (0.25)
Weighted Average Common Shares Outstanding:
Basic	75,610	65,076	72,173	61,853
Diluted	76,563	65,554	72,971	62,508

v3.24.3

Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Non-Controlling Interest in Consolidated Subsidiary [Member]	Total
Balance at Dec. 31, 2022	$ 5,760	$ 225,379	$ 343,189	$ (25,364)	$ 2,232	$ 551,196
Balance, shares at Dec. 31, 2022	57,595
Common Stock Issued with the DRIP	$ 15	0	2,502	0	0	2,517
Common Stock Issued with the DRIP, shares	164
Common Stock Issued through Restricted Stock Awards	$ 14	0	(14)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	140
Common Stock Issued through Stock Options	$ 1	0	136	0	0	137
Common Stock Issued through Stock Options, shares	14
Common Stock Issued in connection with At-The-Market Offerings, net	$ 208	0	34,080	0	0	34,288
Common Stock Issued in connection with At-The-Market Offerings, net, shares	2,071
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	21,858	(2,567)	0	0	19,291
Distributions	0	0	(17,523)	1,461	0	(16,062)
Stock Compensation Expense	0	0	1,528	0	0	1,528
Net Income (Loss)	0	0	0	(1,461)	(40)	(1,501)
Balance at Mar. 31, 2023	$ 5,998	247,237	361,331	(25,364)	2,192	591,394
Balance, shares at Mar. 31, 2023	59,984
Balance at Dec. 31, 2022	$ 5,760	225,379	343,189	(25,364)	2,232	551,196
Balance, shares at Dec. 31, 2022	57,595
Net Income (Loss)						(3,403)
Balance at Sep. 30, 2023	$ 6,617	279,482	414,888	(25,364)	2,124	677,747
Balance, shares at Sep. 30, 2023	66,172
Balance at Mar. 31, 2023	$ 5,998	247,237	361,331	(25,364)	2,192	591,394
Balance, shares at Mar. 31, 2023	59,984
Common Stock Issued with the DRIP	$ 15	0	2,020	0	0	2,035
Common Stock Issued with the DRIP, shares	151
Common Stock Issued through Restricted Stock Awards	$ 1	0	(1)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	8
Common Stock Issued through Stock Options	$ 4	0	409	0	0	413
Common Stock Issued through Stock Options, shares	42
Common Stock Issued in connection with At-The-Market Offerings, net	$ 289	0	43,870	0	0	44,159
Common Stock Issued in connection with At-The-Market Offerings, net, shares	2,887
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	17,795	(2,486)	0	0	15,309
Distributions	0	0	(16,878)	367	0	(16,511)
Stock Compensation Expense	0	0	1,471	0	0	1,471
Net Income (Loss)	0	0	0	(367)	(36)	(403)
Balance at Jun. 30, 2023	$ 6,307	265,032	389,736	(25,364)	2,156	637,867
Balance, shares at Jun. 30, 2023	63,072
Common Stock Issued with the DRIP	$ 13	0	2,245	0	0	2,258
Common Stock Issued with the DRIP, shares	137
Common Stock Issued through Restricted Stock Awards	$ 16	0	(16)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	155
Common Stock Issued through Stock Options	$ 2	0	182	0	0	184
Common Stock Issued through Stock Options, shares	15
Common Stock Issued in connection with At-The-Market Offerings, net	$ 279	0	43,238	0	0	43,517
Common Stock Issued in connection with At-The-Market Offerings, net, shares	2,793
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	14,450	(2,258)	0	0	12,192
Distributions	0	0	(19,250)	1,467	0	(17,783)
Stock Compensation Expense	0	0	1,011	0	0	1,011
Net Income (Loss)	0	0	0	(1,467)	(32)	(1,499)
Balance at Sep. 30, 2023	$ 6,617	279,482	414,888	(25,364)	2,124	677,747
Balance, shares at Sep. 30, 2023	66,172
Balance at Dec. 31, 2023	$ 6,798	290,180	433,106	(25,364)	2,074	706,794
Balance, shares at Dec. 31, 2023	67,978
Common Stock Issued with the DRIP	$ 16	0	2,455	0	0	2,471
Common Stock Issued with the DRIP, shares	168
Common Stock Issued through Restricted Stock Awards	$ 48	0	(48)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	481
Common Stock Issued through Stock Options	$ 18	0	1,748	0	0	1,766
Common Stock Issued through Stock Options, shares	179
Common Stock Issued in connection with At-The-Market Offerings, net	$ 135	0	20,260	0	0	20,395
Common Stock Issued in connection with At-The-Market Offerings, net, shares	1,347
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	4,855	(456)	0	0	4,399
Distributions	0	0	(20,479)	1,591	0	(18,888)
Stock Compensation Expense	0	0	1,845	0	0	1,845
Net Income (Loss)	0	0	0	(1,591)	(34)	(1,625)
Balance at Mar. 31, 2024	$ 7,015	295,035	438,431	(25,364)	2,040	717,157
Balance, shares at Mar. 31, 2024	70,153
Balance at Dec. 31, 2023	$ 6,798	290,180	433,106	(25,364)	2,074	706,794
Balance, shares at Dec. 31, 2023	67,978
Net Income (Loss)						16,461
Balance at Sep. 30, 2024	$ 7,870	306,778	567,178	(25,364)	1,923	858,385
Balance, shares at Sep. 30, 2024	78,697
Balance at Mar. 31, 2024	$ 7,015	295,035	438,431	(25,364)	2,040	717,157
Balance, shares at Mar. 31, 2024	70,153
Common Stock Issued with the DRIP	$ 17	0	2,548	0	0	2,565
Common Stock Issued with the DRIP, shares	172
Common Stock Issued through Restricted Stock Awards	$ 1	0	(1)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	9
Common Stock Issued through Stock Options	$ 3	0	310	0	0	313
Common Stock Issued through Stock Options, shares	31
Common Stock Issued in connection with At-The-Market Offerings, net	$ 239	0	35,844	0	0	36,083
Common Stock Issued in connection with At-The-Market Offerings, net, shares	2,385
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	722	(63)	0	0	659
Distributions	0	0	(14,622)	(5,239)	0	(19,861)
Stock Compensation Expense	0	0	1,883	0	0	1,883
Net Income (Loss)	0	0	0	5,239	(58)	5,181
Balance at Jun. 30, 2024	$ 7,275	295,757	464,330	(25,364)	1,982	743,980
Balance, shares at Jun. 30, 2024	72,750
Common Stock Issued with the DRIP	$ 14	0	2,579	0	0	2,593
Common Stock Issued with the DRIP, shares	141
Common Stock Issued through Restricted Stock Awards	$ 1	0	(1)	0	0	0
Common Stock Issued through Restricted Stock Awards, shares	7
Common Stock Issued through Stock Options	$ 7	0	833	0	0	840
Common Stock Issued through Stock Options, shares	70
Common Stock Issued in connection with At-The-Market Offerings, net	$ 573	0	106,143	0	0	106,716
Common Stock Issued in connection with At-The-Market Offerings, net, shares	5,729
Preferred Stock Issued in connection with At-The-Market Offerings, net	$ 0	11,021	(819)	0	0	10,202
Distributions	0	0	(7,770)	(12,964)	0	(20,734)
Stock Compensation Expense	0	0	1,883	0	0	1,883
Net Income (Loss)	0	0	0	12,964	(59)	12,905
Balance at Sep. 30, 2024	$ 7,870	$ 306,778	$ 567,178	$ (25,364)	$ 1,923	$ 858,385
Balance, shares at Sep. 30, 2024	78,697

v3.24.3

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ 16,461	$ (3,403)
Non-Cash items included in Net Income (Loss):
Depreciation	44,435	41,271
Amortization of Financing Costs	1,770	1,592
Stock Compensation Expense	3,732	4,010
Provision for Uncollectible Notes and Other Receivables	1,302	1,332
(Gain) Loss on Sales of Marketable Securities, net	3,778	(183)
(Increase) Decrease in Fair Value of Marketable Securities	(3,468)	10,439
(Gain) Loss on Sales of Investment Property and Equipment	91	(11)
Loss on Investment in Joint Venture	690	799
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes	1,500	49,518
Notes and Other Receivables, net of notes acquired with acquisitions	(8,598)	(12,645)
Prepaid Expenses and Other Assets	(4,800)	1,612
Accounts Payable	(374)	(409)
Accrued Liabilities and Deposits	(2,571)	(3,815)
Tenant Security Deposits	383	1,007
Net Cash Provided by Operating Activities	54,331	91,114
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities	0	(3,679)
Purchase of Investment Property and Equipment	(67,575)	(108,616)
Proceeds from Sales of Investment Property and Equipment	3,888	2,282
Additions to Land Development Costs	(30,784)	(24,310)
Purchase of Marketable Securities	(18)	(17)
Proceeds from Sales of Marketable Securities	36	4,323
Investment in Joint Venture	(2,561)	(5,709)
Net Cash Used in Investing Activities	(97,014)	(135,726)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Payments from Short-Term Borrowings	(67,363)	(8,338)
Principal Payments of Mortgages and Loans	(8,887)	(67,429)
Financing Costs on Debt	(593)	(871)
Proceeds from At-The-Market Preferred Equity Program, net of offering costs	15,260	46,792
Proceeds from At-The-Market Common Equity Program, net of offering costs	163,194	121,964
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments	5,258	4,807
Proceeds from Exercise of Stock Options	2,919	734
Preferred Dividends Paid	(14,168)	(12,251)
Common Dividends Paid, net of dividend reinvestments	(42,944)	(36,102)
Net Cash Provided by Financing Activities	52,676	49,306
Net Increase in Cash, Cash Equivalents and Restricted Cash	9,993	4,694
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	64,437	40,876
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$ 74,430	$ 45,570

v3.24.3

ORGANIZATION AND ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND ACCOUNTING POLICIES	NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES   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 owns and operates 139 manufactured home communities containing approximately 26,200 developed homesites, of which approximately 10,300 are rental homes that we own. The 139 communities include 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), the Countryside Village expansion (Duck River Estates) and the Allentown expansion (River Bluff Estates) in Tennessee, which are now considered separate communities, and also include two communities acquired through the Company’s qualified opportunity zone fund (See Note 5). These 139 communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres. 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. All intercompany transactions and balances have been eliminated in consolidation.   The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) 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. The Company is subject to franchise taxes in some of the states in which the Company owns property.   The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.     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.   Reclassifications   Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.   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 4).   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.   We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of September 30, 2024 and December 31, 2023, the right-of-use assets and corresponding lease liabilities of $3.1 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 are as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS            2024   $ 115   2025     460   2026     460   2027     257   2028     111   Thereafter     18,503             Total Lease Payments   $ 19,906     The weighted average remaining lease term for these leases is 163 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 presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands): SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH      9/30/24     12/31/23     9/30/23     12/31/22                             Cash and Cash Equivalents   $ 66,704     $ 57,320     $ 38,646     $ 29,785   Restricted Cash     7,726       7,117       6,924       11,091                                   Cash, Cash Equivalents And Restricted Cash   $ 74,430     $ 64,437     $ 45,570     $ 40,876     Revenue Recognition   We account for our 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.   Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606.   Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled.   Notes Receivables   We account for our 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 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 reasonable and supportable forecasts that affect the collectability of the reported amount. As of September 30, 2024 and December 31, 2023, the Company had notes receivable of $83.9 million and $77.1 million, respectively, net of the fair value adjustment of $1.7 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.   Recent Accounting Pronouncements   Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

v3.24.3

NET INCOME (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARE	NOTE 2 – NET INCOME (LOSS) PER SHARE   Basic Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average shares outstanding for the period. Diluted Net Income (Loss) per Share is calculated by dividing Net Income (Loss) less Income (Loss) Attributable to Non-Controlling Interest by the weighted average number of common shares outstanding, and when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the diluted loss per share equals the basic loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.   For the three and nine months ended September 30, 2024, common stock equivalents resulting from employee stock options to purchase 5.4 million shares of common stock amounted to 953,000 and 798,000 shares, respectively, which were included in the computation of Diluted Net Income per Share. For the three and nine months ended September 30, 2023, common stock equivalents of 478,000 shares and 655,000 shares, respectively, were excluded from the computation of Diluted Net Loss per Share as their effect would be anti-dilutive.

v3.24.3

MARKETABLE SECURITIES	9 Months Ended
	Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]
MARKETABLE SECURITIES	NOTE 3 – MARKETABLE SECURITIES   The Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a fair value of $34.2 million as of September 30, 2024, which represents 1.7% of undepreciated assets (total assets excluding accumulated depreciation). The Company does not intend to increase its investments in this REIT securities portfolio. The REIT securities portfolio provides the Company with additional diversification, liquidity and income.   As of September 30, 2024, the Company had total net unrealized losses of $36.2 million in its REIT securities portfolio. For the three and nine months ended September 30, 2024, the Company recorded increases of $5.5 million and $3.5 million, respectively, in the fair value of these marketable securities. The Company held seven securities that had unrealized losses as of September 30, 2024.

v3.24.3

INVESTMENT IN JOINT VENTURE	9 Months Ended
	Sep. 30, 2024
Investment In Joint Venture
INVESTMENT IN JOINT VENTURE	NOTE 4 – 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, 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.     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”.

v3.24.3

OPPORTUNITY ZONE FUND	9 Months Ended
	Sep. 30, 2024
Opportunity Zone Fund
OPPORTUNITY ZONE FUND	NOTE 5 – 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 September 30, 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.

v3.24.3

LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS	NOTE 6 – LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS   Loans Payable   The following is a summary of our loans payable as of September 30, 2024 and December 31, 2023 (in thousands):  SCHEDULE OF LOANS PAYABLE       9/30/2024     12/31/2023       Amount     Rate     Amount     Rate                                 Margin Loan   (1)   $ 0       N/A     $ 0       N/A   Unsecured revolving credit facility   (2)     0       N/A       70,000       7.27 % Floorplan inventory financing   (3)     3,123       8.97 %     0       N/A   FirstBank rental home loan   (4)     24,197       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         27,320       6.47 %     94,683       6.98 % Unamortized debt issuance costs         (1,352 )             (1,204 )         Loans Payable, net of unamortized                                     debt issuance costs       $ 25,968       6.81 %   $ 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.   (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 quarter 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 of date of May 10, 2028.   (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 revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.   On April 2, 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. The Facility is syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. as joint arrangers and joint book runners, with Bank of Montreal as administrative agent. 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%. The maturity date is November 7, 2026.     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 September 30, 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   The following is a summary of our mortgages payable as of September 30, 2024 and December 31, 2023 (in thousands):  SCHEDULE OF MORTGAGES PAYABLE      9/30/2024     12/31/2023       Amount     Rate     Amount     Rate                             Fixed rate mortgages   $ 492,248       4.17 %   $ 501,135       4.17 % Unamortized debt issuance costs     (3,963 )             (4,652 )         Mortgages Payable, net of unamortized debt issuance costs   $ 488,285       4.21 %   $ 496,483       4.21 %   As of September 30, 2024 and December 31, 2023, the weighted average loan maturity of mortgages payable was 4.6 years and 5.3 years, respectively.

v3.24.3

SHAREHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7 – SHAREHOLDERS’ EQUITY   Common Stock   On April 1, 2024, the Company announced a $0.01 increase, representing a 4.9% increase, in its quarterly common stock dividend, raising it to $0.215 per share from $0.205 per share. Since 2020, we have increased our dividend four times by an aggregate amount of $0.14, representing a 19% increase. The Company’s annual dividend rate on its Common Stock is currently $0.86 per share.   On September 16, 2024, the Company paid total cash dividends of $16.0 million or $0.215 per share to common shareholders of record as of the close of business on August 15, 2024, of which $838,000 was reinvested in the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). On October 1, 2024, the Company declared a dividend of $0.215 per share to be paid December 16, 2024 to common shareholders of record as of the close of business on November 15, 2024.   During the nine months ended September 30, 2024, the Company received, including dividends reinvested of $2.4 million, a total of $7.6 million from its DRIP. There were 481,000 shares issued under the DRIP during this period.   On January 10, 2024, the Board of Directors 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 may 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 will 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. For the three and nine months ended September 30, 2024, the Company did not repurchase any shares of its Common Stock.   Common Stock At-The-Market Sales Programs   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 “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 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 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 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. For the nine months ended September 30, 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 (“2024 March 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 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 Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution Agreement for the 2024 March 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 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 Distribution Agents and the Company. The Company began selling shares under the 2024 March Common ATM Program on March 13, 2024 and sold a total of 8.1 million shares of Common Stock during 2024 under the 2024 March 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 13, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “Maryland SDAT”) an amendment (the “Articles of Amendment”) to the Company’s charter to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 10 million shares.  The Articles of Amendment became effective at 10:00 a.m., Eastern time, on September 16, 2024.   On September 16, 2024, the Company terminated the use of the 2024 March Common ATM Program and entered into a new equity distribution agreement (“2024 September 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 under which the Company may 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 Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution Agreement for the 2024 September 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 Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company. The Company began selling shares under the 2024 September Common ATM Program on September 17, 2024 and through September 30, 2024, 90,000 shares of Common Stock were issued and sold under the 2024 September Common ATM Program at a weighted average price of $19.71 per share, generating gross proceeds of $1.8 million and net proceeds of $1.4 million, after offering expenses.     Under the 2023 Common ATM Program, the 2024 March Common ATM Program and the 2024 September Common ATM Program, during the nine months ended September 30, 2024, a total of 9.4 million shares of Common Stock were issued and sold at a weighted average price of $17.55 per share, generating gross proceeds of $166.0 million and net proceeds of $163.2 million, after offering expenses.   As of September 30, 2024, $148.2 million of common stock remained eligible for sale under the 2024 September Common ATM Program.   6.375% Series D Cumulative Redeemable Preferred Stock   On September 16, 2024, the Company paid $4.8 million in dividends or $0.3984375 per share for the period from June 1, 2024 through August 31, 2024 to holders of record as of the close of business on August 15, 2024 of our 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share, Liquidation Preference $25.00 per share (“Series D Preferred Stock”). Dividends on our Series D Preferred Stock are cumulative and payable quarterly at an annual rate of $1.59375 per share.   On October 1, 2024, the Company declared a dividend of $0.3984375 per share for the period from September 1, 2024 through November 30, 2024 to be paid on December 16, 2024 to Series D Preferred shareholders of record as of the close of business on November 15, 2024.   Preferred Stock At-The-Market Sales Program   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. For the nine months ended September 30, 2024, the Company issued and sold 664,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.35 per share, generating gross proceeds of $15.5 million and net proceeds of $15.3 million, after offering expenses.     As of September 30, 2024, $30.6 million in shares of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

v3.24.3

STOCK BASED COMPENSATION	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 8 – STOCK BASED COMPENSATION   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 is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $1.9 and $5.6 million have been recognized for the three and nine months ended September 30, 2024, respectively. Compensation costs of $1.0 and $4.0 million have been recognized for the three and nine months ended September 30, 2023, respectively.   On January 10, 2024, the Company awarded a total of 26,000 shares of restricted stock to six employees under the Company’s 2023 Equity Incentive Award Plan (the “2023 Plan”). The grant date fair value of these restricted stock grants was $411,000. These grants vest ratably over 5 years.   On January 10, 2024, the Company awarded a total of 8,613 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.   On January 10, 2024, the Company granted options to purchase 99,000 shares of common stock to nine members of our Board of Directors under the 2023 Plan. The grant date fair value of these options amounted to approximately $266,000. These grants vest ratably over five years.   On March 26, 2024, the Company awarded a total of 8,694 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.   On March 26, 2024, the Company awarded a total of 24,275 shares of common stock to four employees, pursuant to their employment agreements. The grant date fair value of these awards was $380,000.   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 grants are subject to a combination of both performance-based and time-based metrics. The grant date fair value of these restricted stock grants was $6.5 million. Of these shares, 121,488 shares (time-based) vest ratably over 2 years. The remaining shares (performance-based) vest after 2 years upon achievement of certain corporate and financial metrics.     On March 26, 2024, the Company granted options to purchase 829,500 shares of common stock to sixty employees under the Company’s 2023 Plan. The grant date fair value of these options amounted to approximately $2.3 million. These grants vest ratably over five years. Compensation costs for grants issued to a participant who is of retirement age are recognized at the time of the grant.   On June 20, 2024, the Company awarded a total of 8,847 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.   On September 25, 2024, the Company awarded a total of 6,930 shares of common stock to nine members of our Board of Directors in payment of directors fees. The grant date fair value of these awards was $136,000.   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 during the nine months ended September 30, 2024: SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS        2024       Dividend yield   5.33% Expected volatility   27.05% Risk-free interest rate   4.22% Expected lives   10 Estimated forfeitures   0   During the nine months ended September 30, 2024, twenty-four participants exercised options to purchase a total of 280,340 shares of common stock at a weighted-average exercise price of $10.41 per share for total proceeds of $2.9 million. The aggregate intrinsic value of options exercised was $1.8 million. During the nine months ended September 30, 2024, options to purchase 18,400 shares were forfeited.   As of September 30, 2024, there were options outstanding to purchase 5.4 million shares, with an aggregate intrinsic value of $23.3 million. There were 777,000 shares available for grant under the 2023 Plan.

v3.24.3

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 – FAIR VALUE MEASUREMENTS   In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2024 and December 31, 2023 (in thousands):  FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS     Fair Value Measurements at Reporting Date Using             Quoted Prices     Significant                   In Active     Other     Significant             Markets for     Observable     Unobservable             Identical Assets     Inputs     Inputs       Total     (Level 1)     (Level 2)     (Level 3)   As of September 30, 2024:                         Marketable Securities - Preferred stock   $ 495     $ 495     $ 0     $ 0   Marketable Securities - Common stock     33,683       33,683       0       0   Total   $ 34,178     $ 34,178     $ 0     $ 0                                     As of December 31, 2023:                                 Marketable Securities - Preferred stock   $ 447     $ 447     $ 0     $ 0   Marketable 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 approximately at a weighted-average current market rate of interest. As of September 30, 2024, the estimated fair value of fixed rate mortgages payable amounted to $483.8 million and the carrying value of fixed rate mortgages payable amounted to $492.2 million.

v3.24.3

CONTINGENCIES, COMMITMENTS AND OTHER MATTERS	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES, COMMITMENTS AND OTHER MATTERS	NOTE 10 – CONTINGENCIES, COMMITMENTS AND OTHER 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. This program was terminated on June 22, 2023, however, the Company’s repurchase obligations for the outstanding loans that were originated by 21st Mortgage remain in effect. 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 September 30, 2024, the total loan balance under this agreement was approximately $2.2 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 September 30, 2024, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $579,000.   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 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 September 30, 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 $81.4 million of loans that the Company acquired under the COP Program as of September 30, 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. 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 4).

v3.24.3

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION   Cash paid for interest during the nine months ended September 30, 2024 and 2023 was $23.5 million and $27.2 million, respectively. Interest cost capitalized to land development was $4.1 million for the nine months ended September 30, 2024 and 2023, respectively.   During the nine months ended September 30, 2024 and 2023, the Company had Dividend Reinvestments of $2.4 million and $2.0 million, respectively, which required no cash transfers.

v3.24.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – 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.   Since October 1, 2024, the Company issued and sold an additional 170,000 shares of its Common Stock under the 2024 September Common ATM Program at a weighted average price of $18.92 per share, generating net proceeds of $3.2 million, after offering expenses. As of November 1, 2024, $145.0 million of Common Stock remained eligible for sale under the 2024 September Common ATM Program.   Since October 1, 2024, the Company issued and sold an additional 247,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.90 per share, generating net proceeds of $5.8 million, after offering expenses. As of November 1, 2024, $24.7 million of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

v3.24.3

PROFORMA FINANCIAL INFORMATION (UNAUDITED)	9 Months Ended
	Sep. 30, 2024
Proforma Financial Information
PROFORMA FINANCIAL INFORMATION (UNAUDITED)	NOTE 13 – PROFORMA FINANCIAL INFORMATION (UNAUDITED)   The following unaudited pro forma condensed financial information reflects the acquisitions during 2023 and 2024. 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 assuming that the acquisitions had occurred as of the first day of the applicable period, after giving effect to certain adjustments including: (a) rental and related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions; and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands). SUMMARY OF PRO FORMA FINANCIAL INFORMATION       9/30/24     9/30/23     9/30/24     9/30/23       Three Months Ended     Nine Months Ended       9/30/24     9/30/23     9/30/24     9/30/23                             Rental and Related Income   $ 51,937     $ 48,135     $ 153,760     $ 140,506   Community Operating Expenses     22,511       20,673       65,203       60,801   Net Income (Loss) Attributable to Common Shareholders     8,181       (5,831 )     2,444       (15,564 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted   $ 0.11     $ (0.09 )   $ 0.03     $ (0.25 )

v3.24.3

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of Estimates	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.
Reclassifications	Reclassifications   Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.
Investment in Joint Venture	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 4).
Leases	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.   We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of September 30, 2024 and December 31, 2023, the right-of-use assets and corresponding lease liabilities of $3.1 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 are as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS            2024   $ 115   2025     460   2026     460   2027     257   2028     111   Thereafter     18,503             Total Lease Payments   $ 19,906     The weighted average remaining lease term for these leases is 163 years. The right of use assets and lease liabilities was calculated using an interest rate of 5%.
Restricted Cash	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 presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands): SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH      9/30/24     12/31/23     9/30/23     12/31/22                             Cash and Cash Equivalents   $ 66,704     $ 57,320     $ 38,646     $ 29,785   Restricted Cash     7,726       7,117       6,924       11,091                                   Cash, Cash Equivalents And Restricted Cash   $ 74,430     $ 64,437     $ 45,570     $ 40,876
Revenue Recognition	Revenue Recognition   We account for our 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.   Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606.   Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled.
Notes Receivables	Notes Receivables   We account for our 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 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 reasonable and supportable forecasts that affect the collectability of the reported amount. As of September 30, 2024 and December 31, 2023, the Company had notes receivable of $83.9 million and $77.1 million, respectively, net of the fair value adjustment of $1.7 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

v3.24.3

ORGANIZATION AND ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS	Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS            2024   $ 115   2025     460   2026     460   2027     257   2028     111   Thereafter     18,503             Total Lease Payments   $ 19,906
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH	The following table presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands): SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH      9/30/24     12/31/23     9/30/23     12/31/22                             Cash and Cash Equivalents   $ 66,704     $ 57,320     $ 38,646     $ 29,785   Restricted Cash     7,726       7,117       6,924       11,091                                   Cash, Cash Equivalents And Restricted Cash   $ 74,430     $ 64,437     $ 45,570     $ 40,876

v3.24.3

LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF LOANS PAYABLE	The following is a summary of our loans payable as of September 30, 2024 and December 31, 2023 (in thousands):  SCHEDULE OF LOANS PAYABLE       9/30/2024     12/31/2023       Amount     Rate     Amount     Rate                                 Margin Loan   (1)   $ 0       N/A     $ 0       N/A   Unsecured revolving credit facility   (2)     0       N/A       70,000       7.27 % Floorplan inventory financing   (3)     3,123       8.97 %     0       N/A   FirstBank rental home loan   (4)     24,197       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         27,320       6.47 %     94,683       6.98 % Unamortized debt issuance costs         (1,352 )             (1,204 )         Loans Payable, net of unamortized                                     debt issuance costs       $ 25,968       6.81 %   $ 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.   (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 quarter 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 of date of May 10, 2028.   (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 revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.
SCHEDULE OF MORTGAGES PAYABLE	The following is a summary of our mortgages payable as of September 30, 2024 and December 31, 2023 (in thousands):  SCHEDULE OF MORTGAGES PAYABLE      9/30/2024     12/31/2023       Amount     Rate     Amount     Rate                             Fixed rate mortgages   $ 492,248       4.17 %   $ 501,135       4.17 % Unamortized debt issuance costs     (3,963 )             (4,652 )         Mortgages Payable, net of unamortized debt issuance costs   $ 488,285       4.21 %   $ 496,483       4.21 %

v3.24.3

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS	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 during the nine months ended September 30, 2024: SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS        2024       Dividend yield   5.33% Expected volatility   27.05% Risk-free interest rate   4.22% Expected lives   10 Estimated forfeitures   0

v3.24.3

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS	In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2024 and December 31, 2023 (in thousands):  FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS     Fair Value Measurements at Reporting Date Using             Quoted Prices     Significant                   In Active     Other     Significant             Markets for     Observable     Unobservable             Identical Assets     Inputs     Inputs       Total     (Level 1)     (Level 2)     (Level 3)   As of September 30, 2024:                         Marketable Securities - Preferred stock   $ 495     $ 495     $ 0     $ 0   Marketable Securities - Common stock     33,683       33,683       0       0   Total   $ 34,178     $ 34,178     $ 0     $ 0                                     As of December 31, 2023:                                 Marketable Securities - Preferred stock   $ 447     $ 447     $ 0     $ 0   Marketable Securities - Common stock     34,059       34,059       0       0   Total   $ 34,506     $ 34,506     $ 0     $ 0

v3.24.3

PROFORMA FINANCIAL INFORMATION (UNAUDITED) (Tables)	9 Months Ended
	Sep. 30, 2024
Proforma Financial Information
SUMMARY OF PRO FORMA FINANCIAL INFORMATION	SUMMARY OF PRO FORMA FINANCIAL INFORMATION       9/30/24     9/30/23     9/30/24     9/30/23       Three Months Ended     Nine Months Ended       9/30/24     9/30/23     9/30/24     9/30/23                             Rental and Related Income   $ 51,937     $ 48,135     $ 153,760     $ 140,506   Community Operating Expenses     22,511       20,673       65,203       60,801   Net Income (Loss) Attributable to Common Shareholders     8,181       (5,831 )     2,444       (15,564 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted   $ 0.11     $ (0.09 )   $ 0.03     $ (0.25 )

v3.24.3

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2024	$ 115
2025	460
2026	460
2027	257
2028	111
Thereafter	18,503
Total Lease Payments	$ 19,906

v3.24.3

SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and Cash Equivalents	$ 66,704	$ 57,320	$ 38,646	$ 29,785
Restricted Cash	7,726	7,117	6,924	11,091
Cash, Cash Equivalents And Restricted Cash	$ 74,430	$ 64,437	$ 45,570	$ 40,876

v3.24.3

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) $ in Millions	Sep. 30, 2024 USD ($) Integer	Dec. 31, 2023 USD ($)
Weighted average remaining lease term, including renewal options	163 years
Operating lease, weighted average discount rate, percent	5.00%
Notes receivable | $	$ 83.9	$ 77.1
Fair value adjustment of notes receivable | $	1.7	1.6
Corporate Office and Ground Lease [Member]
Operating lease liabilities | $	$ 3.1	$ 3.3
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid Expenses and Other Assets
Nuveen Real Estate [Member]
Controlling interest	40.00%
Opportunity Zone [Member]
Controlling interest	77.00%
Real Estate Investment Trusts [Member]
Manufactured home communities | Integer	139
Developed Home Sites [Member]
Manufactured home communities | Integer	26,200
Rental Homes [Member]
Manufactured home communities | Integer	10,300

v3.24.3

NET INCOME (LOSS) PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net income per share	76,563,000	65,554,000	72,971,000	62,508,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,400,000		5,400,000
Common Stock Equivalents [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		478,000		655,000
Diluted net income per share	953,000		798,000

v3.24.3

MARKETABLE SECURITIES (Details Narrative) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Available marketable securities	$ 34.2	$ 34.2
Undepreciated assets		1.70%
Increase (decrease) in fair value of marketable securities	$ 5.5	$ 3.5
Real Estate Investment Trusts [Member]
Unrealized losses		$ 36.2

v3.24.3

INVESTMENT IN JOINT VENTURE (Details Narrative) $ in Millions		1 Months Ended			9 Months Ended
	Dec. 08, 2021 USD ($)	Nov. 30, 2023 USD ($) a Integer	Dec. 31, 2022 USD ($) a Integer	Dec. 31, 2021 USD ($) a Integer	Sep. 30, 2024
Committed capital percent by related party	40.00%
Area of land | a		61
Investments costs | $		$ 3.8
Percent of reimburse of carrying value of land		60.00%
LLC Agreement [Member]
Pro rata interest percentage	70.00%
Nuveen Global Investments LLC [Member]
Investment company internal rate, description					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.
Payments to acquire productive assets | $			$ 15.1	$ 22.2
Nuveen Global Investments LLC [Member] | Sebring Square [Member]
Number of developed homesites | Integer				219
Area of land | a				39
Nuveen Global Investments LLC [Member] | Rum Runner [Member]
Number of developed homesites | Integer			144
Area of land | a			20
Nuveen Global Investments LLC [Member] | Nuveen Real Estate [Member]
Number of developed homesites | Integer		113
Area of land | a		61
Nuveen Global Investments LLC [Member] | LLC Agreement [Member]
Initial total commitments | $	$ 70.0
Initial commitment period for acquisitions	24 months
Additional increase in total commitmnets | $	$ 100.0
Committed capital percent by related party	60.00%			60.00%
Unlevered internal rate of return	7.50%
Allocated pro rata interest percentage	80.00%
Pro rata interest percentage	30.00%
Remaining promote percentage	20.00%
Consummate promote period	7 years
Joint venture to acquired manufactured housing and recreational vehicle communities					2 years
Percentage of share elect to buy out in joint venture					98.00%

v3.24.3

OPPORTUNITY ZONE FUND (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	9 Months Ended
	Jan. 19, 2023	Aug. 10, 2022	Jul. 31, 2022	Sep. 30, 2024	Sep. 30, 2023
Management fee description			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).
Payments to acquire real estate				$ (0)	$ 3,679
OZ Fund [Member]
Investment				77.00%
Garden View Estates [Member] | Orangeburg, South Carolina [Member]
Payments to acquire real estate		$ 5,200
Mighty Oak [Member] | Albany Georgia [Member]
Payments to acquire real estate	$ 3,700
UMH OZ Fund, LLC [Member]
Payment for investments			$ 8,000

v3.24.3

SCHEDULE OF LOANS PAYABLE (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total Loans Payable		$ 27,320	$ 94,683
Debt instrument, interest rate		6.47%	6.98%
Unamortized debt issuance costs		$ (1,352)	$ (1,204)
Loans Payable, net of unamortized debt issuance costs		$ 25,968	$ 93,479
Loans payable, net of unamortized debt issuance costs percentage		6.81%	7.07%
Margin Loan [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[1]	$ 0	$ 0
Unsecured Line of Credit [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[2]	0	$ 70,000
Debt instrument, interest rate	[2]		7.27%
Floorplan Inventory Financing [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[3]	$ 3,123	$ 0
Debt instrument, interest rate	[3]	8.97%
FirstBank Rental Home Loan [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[4]	$ 24,197	$ 24,683
Debt instrument, interest rate	[4]	6.15%	6.15%
FirstBank Rental Home Line of Credit [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[5]	$ 0	$ 0
Triad Rental Home Loan [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[6]	0	0
OceanFirst Notes Receivable Financing [Member]
Short-Term Debt [Line Items]
Total Loans Payable	[7]	$ 0	$ 0
[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. [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 quarter 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 of date of May 10, 2028. [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 revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.

v3.24.3

SCHEDULE OF LOANS PAYABLE (Details) (Parenthetical) - USD ($) $ in Millions			9 Months Ended	12 Months Ended
		Apr. 02, 2024	Sep. 30, 2024	Dec. 31, 2023	Apr. 01, 2024
Debt Instrument [Line Items]
Revolving line of credit			$ 30.0
Debt instrument, interest rate			6.47%	6.98%
Debt instrument term			5 years
Interest rate description			interest rate of prime plus 0.25%, with a minimum of 5%.
Five Year Term [Member]
Debt Instrument [Line Items]
Revolving line of credit			$ 25.0
FirstBank Rental Home Loan [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	[1]		6.15%	6.15%
Interest rate percentage			6.15%
Maturity date			May 10, 2028
Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			4.75%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit borrowing capacity		$ 260.0	$ 260.0		$ 180.0
Revolving line of credit			$ 108.5
Debt instrument, interest rate			0.75%
Maturity date		Nov. 07, 2026
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			4.00%
[1] Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15% and a maturity of date of May 10, 2028.

v3.24.3

SCHEDULE OF MORTGAGES PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Fixed rate mortgages	$ 492,248	$ 501,135
Mortgages percentage	4.17%	4.17%
Unamortized debt issuance costs	$ (3,963)	$ (4,652)
Mortgages Payable, net of unamortized debt issuance costs	$ 488,285	$ 496,483
Mortgages Payable, net of unamortized debt issuance costs percentage	4.21%	4.21%

v3.24.3

LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS (Details Narrative) - USD ($) $ in Millions			9 Months Ended	12 Months Ended
	Apr. 02, 2024	Feb. 06, 2022	Sep. 30, 2024	Dec. 31, 2023	Apr. 01, 2024
Line of Credit Facility [Line Items]
Line of credit facility, interest rate			6.47%	6.98%
Debt instrument, term			5 years
Mortgage Payable [Member]
Line of Credit Facility [Line Items]
Debt instrument, term			4 years 7 months 6 days	5 years 3 months 18 days
Series A Bonds [Member]
Line of Credit Facility [Line Items]
Debt instrument maturity date		Feb. 28, 2027
Sale of stock number of value issued in transaction		$ 102.7
Debt instrument interest rate stated percentage		4.72%
Sale of stock consideration received on transaction		$ 98.7
Maximum [Member] | Series A Bonds [Member]
Line of Credit Facility [Line Items]
Debt instrument interest rate stated percentage		1.25%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of credit borrowing capacity	$ 260.0		$ 260.0		$ 180.0
Line of credit facility, interest rate			0.75%
Debt instrument maturity date	Nov. 07, 2026
Revolving Credit Facility [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, interest rate	1.50%
Revolving Credit Facility [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, interest rate	2.20%
Unsecured Revolving Credit Facility [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, interest rate	0.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]
Unsecured Revolving Credit Facility [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, interest rate	1.20%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]

v3.24.3

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)									3 Months Ended						9 Months Ended		12 Months Ended
	Oct. 01, 2024	Sep. 16, 2024	Aug. 15, 2024	Apr. 01, 2024	Mar. 12, 2024	Jan. 10, 2024	Apr. 04, 2023	Jan. 10, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2020	Nov. 01, 2024	Sep. 13, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Dividend paid price per share		$ 0.215
Dividend per share				$ 0.86
Share price				0.205
Dividends paid		$ 16,000,000.0
Proceed from dividend reinvestment and stock purchase plan (DRIP)															$ 2,400,000	$ 2,000,000.0
Common stock par value									$ 0.10						$ 0.10					$ 0.10
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments															$ 5,258,000	$ 4,807,000
Common stock shares to be authorized																			10,000,000
2024 September Common ATM Program [Member]
Class of Stock [Line Items]
Common stock available for sale value									$ 148,200,000						148,200,000
Common Stock [Member]
Class of Stock [Line Items]
Shares issued during the period for DRIP									141,000	172,000	168,000	137,000	151,000	164,000
Common stock par value																			$ 0.10
ATM Program [Member] | Common Stock [Member] | B. Riley FBR, Inc [Member]
Class of Stock [Line Items]
Common stock par value		$ 0.10			$ 0.10		$ 0.10
ATM Program [Member] | Common Stock [Member] | B. Riley FBR, Inc [Member] | Maximum [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments		$ 150,000,000			$ 150,000,000		$ 150,000,000
DRIP [Member]
Class of Stock [Line Items]
Proceed from dividend reinvestment and stock purchase plan (DRIP)															$ 7,600,000
Shares issued during the period for DRIP															481,000
6.375% Series D Cumulative Redeemable Preferred Stock [Member]
Class of Stock [Line Items]
Dividends paid		$ 4,800,000
Dividend rate declared		6.375%
Preferred stock par value		$ 0.10
Liquidation preference, per share		25.00
Annual rate of dividend		1.59375
6.375% Series D Cumulative Redeemable Preferred Stock [Member] | Ordinary 2024 Q3 Dividends [Member]
Class of Stock [Line Items]
Dividend paid price per share		$ 0.3984375
Series D Cumulative Redeemable Preferred Stock [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member]
Class of Stock [Line Items]
Preferred stock par value								$ 0.10
Liquidation preference, per share								$ 25.00
Series D Cumulative Redeemable Preferred Stock [Member] | Maximum [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member]
Class of Stock [Line Items]
Cumulative redeemable preferred stock, percentage								6.375%
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock par value									$ 0.10						$ 0.10					$ 0.10
Series D Preferred Stock [Member] | 2023 Preferred ATM Program [Member]
Class of Stock [Line Items]
Preferred stock available for sale value									$ 30,600,000						$ 30,600,000
Series D Preferred Stock [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															664,000
Sale of stock, price per share									$ 23.35						$ 23.35
Net proceeds from sale of equity after offering expenses															$ 15,300,000
Series D Preferred Stock [Member] | Maximum [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member]
Class of Stock [Line Items]
Preferred stock available for sale value								$ 100,000,000
Subsequent Event [Member] | Common Stock [Member] | Ordinary 2024 Q3 Dividends [Member]
Class of Stock [Line Items]
Dividend payable date	Dec. 16, 2024
Divided date of record	Nov. 15, 2024
Subsequent Event [Member] | 6.375% Series D Cumulative Redeemable Preferred Stock [Member] | Ordinary 2024 Q3 Dividends [Member]
Class of Stock [Line Items]
Dividend payable date	Dec. 16, 2024
Divided date of record	Nov. 15, 2024
Dividend paid price per share	$ 0.3984375
Stock Purchase Plan [Member]
Class of Stock [Line Items]
Dividend paid price per share				$ 0.01													$ 0.14
Percentage of incease in common stock dividend				4.90%													19.00%
Dividend per share				$ 0.215
Reinvestment of dividend			$ 838,000												$ 2,400,000
Stock Purchase Plan [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Dividend per share	$ 0.215
Common Stock Repurchase Program [Member]
Class of Stock [Line Items]
Authorized stock repurchase, value						$ 25,000,000
2023 Common ATM Program [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															8,500,000
Aggregate sale price															$ 132,200,000
2023 Common ATM Program [Member] | 2023 Distribution Agents [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															1,200,000
Sale of stock, price per share									15.37						$ 15.37
Gross proceeds from sale of equity after offering expenses															$ 19,100,000
Net proceeds from sale of equity after offering expenses															$ 18,900,000
2024 Common ATM Program [Member] | 2024 Distribution Agents [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															8,100,000
Sale of stock, price per share									17.86						$ 17.86
Gross proceeds from sale of equity after offering expenses															$ 145,100,000
Net proceeds from sale of equity after offering expenses															$ 142,900,000
2024 September Common ATM Program [Member] | 2024 Distribution Agents [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															90,000
Sale of stock, price per share									19.71						$ 19.71
Gross proceeds from sale of equity after offering expenses															$ 1,800,000
Net proceeds from sale of equity after offering expenses															$ 1,400,000
2024 September Common ATM Program [Member] | Subsequent Event [Member] | Common Stock [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction	170,000
Sale of stock, price per share	$ 18.92
Gross proceeds from sale of equity after offering expenses	$ 3,200,000
Common stock available for sale value																		$ 145,000,000.0
2023 Common ATM Program, 2024 March Common ATM Program and 2024 September Common ATM Program [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction															9,400,000
Sale of stock, price per share									$ 17.55						$ 17.55
Gross proceeds from sale of equity after offering expenses															$ 166,000,000.0
Net proceeds from sale of equity after offering expenses															163,200,000
2023 Preferred ATM Program [Member]
Class of Stock [Line Items]
Gross proceeds from sale of equity after offering expenses															$ 15,500,000
2023 Preferred ATM Program [Member] | Subsequent Event [Member] | Series D Preferred Stock [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction	247,000
Sale of stock, price per share	$ 23.90
Net proceeds from sale of equity after offering expenses	$ 5,800,000
Preferred stock available for sale value																		$ 24,700,000

v3.24.3

SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
Dividend yield	5.33%
Expected volatility	27.05%
Risk-free interest rate	4.22%
Expected lives	10 years
Estimated forfeitures	$ 0

v3.24.3

STOCK BASED COMPENSATION (Details Narrative) - USD ($)					3 Months Ended						9 Months Ended
	Sep. 25, 2024	Jun. 20, 2024	Mar. 26, 2024	Jan. 10, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation costs					$ 1,900,000			$ 1,000,000.0			$ 5,600,000	$ 4,000,000.0
Common stock issued through stock options					$ 840,000	$ 313,000	$ 1,766,000	$ 184,000	$ 413,000	$ 137,000
Options outstanding					5,400,000						5,400,000
Aggregate intrinsic value					$ 23,300,000						$ 23,300,000
Shares available for grant					777,000						777,000
Six Employees [Member] | 2023 Equity Incentive Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock award				26,000
Grant date fair value				$ 411,000
Grants vested				5 years
Nine Members of Board of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of common stock award	6,930	8,847	8,694	8,613
Fair value of common stock awards	$ 136,000	$ 136,000	$ 136,000	$ 136,000
Nine Members of Board of Directors [Member] | 2023 Equity Incentive Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date fair value				$ 266,000
Grants vested				5 years
Options granted				99,000
Four Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock award			413,016
Grant date fair value			$ 6,500,000
Number of common stock award			24,275
Fair value of common stock awards			$ 380,000
Four Employees [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock award			121,488
Remaining contractual terms			2 years
Four Employees [Member] | Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Remaining contractual terms			2 years
Sixty Employess [Member] | 2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grants vested			5 years
Options granted			829,500
Fair value			$ 2,300,000
Twenty Four Participants [Member] | Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued through stock options, shares											280,340
Weighted-average exercise price											$ 10.41
Common stock issued through stock options											$ 2,900,000
Aggregate intrinsic value of options exercised											$ 1,800,000
Options to purchase shares, forfeited											18,400

v3.24.3

FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	$ 34,178	$ 34,506
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	34,178	34,506
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	0	0
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	34,178	34,506
Preferred Stock [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	495	447
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	495	447
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	0	0
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	0	0
Common Stock [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	33,683	34,059
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	33,683	34,059
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	0	0
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	$ 0	$ 0

v3.24.3

FAIR VALUE MEASUREMENTS (Details Narrative) $ in Millions	Sep. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Estimate fair value of fixed rate mortgages payable	$ 483.8
Carrying value of fixed rate mortgages payable	$ 492.2

v3.24.3

CONTINGENCIES, COMMITMENTS AND OTHER MATTERS (Details Narrative)		1 Months Ended	9 Months Ended
	Dec. 08, 2021 USD ($)	Nov. 30, 2023 a Integer	Sep. 30, 2024 USD ($)	Dec. 31, 2021
Loss Contingencies [Line Items]
Committed capital percent by related party	40.00%
Area of land | a		61
Committed capital percent by the Company				40.00%
Sale and Servicing Agreement [Member] | Triad Financial Services [Member]
Loss Contingencies [Line Items]
Notes and other receivables			$ 81,400,000
21st Mortgage Corporation [Member]
Loss Contingencies [Line Items]
Investment owned balance, principal amount			2,200,000
Loan balance			$ 579,000
Nuveen Global Investments LLC [Member] | Nuveen Real Estate [Member]
Loss Contingencies [Line Items]
Number of developed homesites | Integer		113
Area of land | a		61
Nuveen Global Investments LLC [Member] | LLC Agreement [Member]
Loss Contingencies [Line Items]
Initial total commitments	$ 70,000,000
Initial commitment period for acquisitions	24 months
Additional increase in total commitments	$ 100,000,000
Committed capital percent by related party	60.00%			60.00%
Minimum [Member] | 21st Mortgage Corporation [Member]
Loss Contingencies [Line Items]
Repossessed home			80.00%
Minimum [Member] | 21st Mortgage Corporation [Member] | Purchase Price [Member]
Loss Contingencies [Line Items]
Repossessed home			55.00%
Maximum [Member] | 21st Mortgage Corporation [Member]
Loss Contingencies [Line Items]
Repossessed home			95.00%
Maximum [Member] | 21st Mortgage Corporation [Member] | Purchase Price [Member]
Loss Contingencies [Line Items]
Repossessed home			100.00%

v3.24.3

SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	$ 23.5	$ 27.2
Interest cost capitalized to land development	4.1	4.1
Reinvestment of dividends	$ 2.4	$ 2.0

v3.24.3

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Oct. 01, 2024	Sep. 30, 2024	Nov. 01, 2024
2023 Preferred ATM Program [Member]
Subsequent Event [Line Items]
Gross proceeds from sale of equity		$ 15.5
Subsequent Event [Member] | 2024 September Common ATM Program [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued in transaction	170,000
Sale of stock, price per share	$ 18.92
Gross proceeds from sale of equity	$ 3.2
Common stock available for sale value			$ 145.0
Subsequent Event [Member] | 2023 Preferred ATM Program [Member] | Series D Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued in transaction	247,000
Sale of stock, price per share	$ 23.90
Net proceeds	$ 5.8
Preferred stock available for sale value			$ 24.7

v3.24.3

SUMMARY OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Proforma Financial Information
Rental and Related Income	$ 51,937	$ 48,135	$ 153,760	$ 140,506
Community Operating Expenses	22,511	20,673	65,203	60,801
Net Income (Loss) Attributable to Common Shareholders	$ 8,181	$ (5,831)	$ 2,444	$ (15,564)
Net Income (Loss) Attributable to Common Shareholders Per Share - Basic	$ 0.11	$ (0.09)	$ 0.03	$ (0.25)
Net Income (Loss) Attributable to Common Shareholders Per Share - Diluted	$ 0.11	$ (0.09)	$ 0.03	$ (0.25)

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