UMH Properties Inc. (UMH) 2023年年度報告「AMEX」.pdf

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1、2023 ANNUAL REPORTUMH PROPERTIES,INC.UMH Properties,Inc.has a 55-year history of providing quality affordable housing.UMH owns and operates a portfolio of 135 manufactured home communities containing 25,800 developed homesites situated in 11 states.UMH also has an ownership interest in and operates

2、two communities in Florida,containing 363 sites,through our joint venture with Nuveen Real Estate.Manufactured home communities satisfy a fundamental need of providing quality affordable housing.As home prices continue to rise and available home inventory continues to shrink,the supply of affordable

3、 housing becomes an ever-increasing concern.We are committed to being a part of the solution to Americas affordable housing crisis.UMH has long believed that we have an obligation to create sustainable and environmentally friendly communities that have a positive societal impact.Throughout our histo

4、ry,we have and will continue to develop and invest in environmentally friendly initiatives that conserve energy and natural resources.We build,upgrade and manage well-maintained communities that our residents are proud to call home.We believe in enriching the lives of the people impacted by our Comp

5、any,such as our employees,residents,neighbors and shareholders.Our VisionOn Our Cover:SEBRING SQUARE,Sebring FLAcquired in 20212023 Year in Review2323%INCREASE INCREASE IN IN SALESSALES1313%INCREASE IN INCREASE IN SAME PROPERTY SAME PROPERTY NOINOI2.52.5%INCREASE IN INCREASE IN COMMON STOCK COMMON S

6、TOCK DIVIDENDDIVIDEND1,0401,040NEWNEWRENTAL UNITSRENTAL UNITSADDEDADDEDOAK RIDGE ESTATES,Elkhart,INAcquired in 2013DEAR FELLOWSHAREHOLDERSThe UMH team and our residents thank you for believing in us and investing in the Company.We strive to increase earnings per share and market value per share for

7、our shareholders.We are proud to have increased the dividend for a third consecutive year as the best form of good corporate governance is returning capital to our shareholders.We believe that our success on the operational front will translate to growing FFO and future dividend increases.Additional

8、ly,Normalized FFO per share increased from$0.85 in 2022 to$0.86 in 2023 despite the headwinds facing the real estate market.Normalized FFO in the fourth quarter was$0.23 as compared to$0.20 in the fourth quarter of 2022,representing an increase of 15%.Sequentially,Normalized FFO per share has increa

9、sed for three quarters in a row,and we anticipate further growth as we continue to execute on our long-term business plan which is resulting in bottom line growth.We are proud that 100%of our income is deemed social by Sustainalytics,MSCI and HUD.We are careful to treat our residents and associates

10、fairly,recognizing that all contractual relations require good faith and fair dealing.We are proud to invest in communities and improve the quality of life for our existing residents.In some cases,we subsidize the community transition for existing residents because it is the right thing to do.This r

11、esults in great community relations and eventually in increased profits.We know that our shareholders only want to be invested in a company that can earn strong returns while treating its residents fairly.The low-cost producer of a quality product always wins.UMH is the low-cost producer of 1,000 sq

12、.ft.to 2,400 sq.ft.three-bedroom,two-bath housing on a 5,000 sq.ft.lot with a shed.Most of our lots have their own driveway and curbside garbage pickup.We provide a housing product most people must see to believe.A household with an annual income of$40,000 can rent a home from UMH for approximately$

13、1,000 per month and they only need one months rent and one months security deposit to move in.Approximately 10,000 households are very pleased to rent homes from UMH.We maintain waiting lists for our rental homes,have 94%rental home occupancy,98%rent collection,and below 30%annual rental home turnov

14、er with repair and maintenance costs of just$400 per unit,per year.Shareholders can view the communities they own by watching the drone videos on our website.Our residents see the value we add to their homes and communities allowing us to continue to achieve 5%annual rent increases.Our revenue growt

15、h in 2022 and early 2023 was hampered by supply constraints,not by lack of demand or an inability to have vacant lots ready to rent.However,in 2023 the UMH team fully set up and rented or sold approximately 1,200 homes.These new homes generated an increase in overall occupancy of 704 units to 86.7%a

16、nd a same property occupancy increase of 632 units to 88.5%.This generated an increase in same property income of 9%and same property net operating income of 13%,or$12.2 million.In 2024,we will reap the benefits of the prior years 5%rent increase(approximately$10 million in new revenue),the addition

17、 of 800 rental units(approximately$10 million in new revenue),decreased inventory carrying costs and increased home sales at the community expansions and new communities 6,5007,4008,3008,7009,100Portfolio GrowthCommunity Operating Income($in millions)$0$24$48$72$96$120202320222021202020192018COMMUNI

18、TY NET OPERATING INCOME05,00010,00015,00020,00025,00030,000202120202019201820172016DevelopedSitesNo.ofCommunities18,00010120,00011221,50011823,10012223,40012402400480072009600120002023202320222021202020192018050001000015000200002500030000202120202019201820172016GROWTH OF RENTAL HOME PORTFOLIOPORTFOL

19、IO GROWTH24,00012702,4004,8007,2009,60012,000202320222021202020192018GROWTH OF RENTAL HOME PORTFOLIOIncrease of 3,500 homes-54%$0$24$48$72$96$120202320222021202020192018$91.0$60.9$66.978%Increase$80.2$94.8$108.4($in millions)Page 22023 ANNUAL REPORTwe built with our joint venture partner,Nuveen Real

20、 Estate.Our communities increase in value because of inflation,improved operating performance and improved economics and demographics of the surrounding area.In 2023,we refinanced eight communities for proceeds of$58 million at a 5.97%interest rate.We purchased those communities during 2012 and 2013

21、 and invested a total of$52 million,including capital improvements.The appraisals completed during the refinancing established a value of$108 million,generating an increase in value of$56 million or 107%over the 10-year period.This refinancing demonstrates the considerable value that is created by o

22、ur long-term business plan.Eugene Landy,our Chairman and Founder,leads us through economic cycles and black swan events with the mantra that prevailing on unleashes the power of compounding interest to create wealth for all of us.Under his leadership,we continue to grow the company,grow earnings,and

23、 provide the Nation with much needed quality affordable housing.The UMH Team is proud to go to work each day knowing that our shareholders and residents depend on us to make them proud and provide them with financial security and quality housing.We believe we succeeded again in 2023 and hope someday

24、 that everyone reading this will be able to tell a story of the wealth UMH created for them by long-term compounding of income and value.This year,we heard the remarkable story of two sisters whose grandparents purchased 3,000 shares of UMH in 1968 for approximately$7,500.Through the compounding of

25、dividend reinvesting,they now hold over 43,000 shares of UMH worth in excess of$650,000 and earn an annual dividend of over$35,000 per year.Many thanks to our investment banks,regional banks,analysts,UMH officers,UMH directors,employees,national and state associations,and all the friends who we have

26、 made and who have joined and stayed with us over our 55-year history.All we accomplish is because we do it together and we thank each of you for being a part of our mission to profitably provide quality housing in factory-built homes for sale or rent.Very truly yours,SAMUEL A.LANDYPresident and Chi

27、ef Executive OfficerMarch 2024Page 32023 ANNUAL REPORTLETTER FROMTHE CHAIRMANOver the past few years,we have successfully navigated the peaks and valleys of the real estate and economic cycle.From historically low interest rates and all-time high real estate valuations to COVID lockdowns and the ens

28、uing supply chain disruptions to rising interest rates and associated bank failures.UMH came out of all of these scenarios stronger than before and with the belief that we can expand the company and implement our business plan across the Nation.Our 55 years of experience in the real estate industry

29、has taught us to always be prepared for black swan events by maintaining a conservative balance sheet to ensure that the company is financially sound regardless of the economic cycle.UMH continues to provide much needed quality affordable housing across our portfolio.Our executive team,board of dire

30、ctors,vice presidents,regional managers,community managers and maintenance staff have built a first-class portfolio of manufactured home communities that our investors should be proud to own.Our portfolio consists of 25,800 developed homesites situated in 135 manufactured home communities across 11

31、states.Additionally,we are a 40%partner with Nuveen Real Estate in a joint venture that owns two communities containing 363 sites in Florida and one community under construction in Pennsylvania.We have over 3,400 vacant sites available to fill and 2,100 vacant acres of land that can potentially be d

32、eveloped into an additional 8,500 homesites.The quality of our communities is apparent when touring our assets and comparing them to our competitors.Drone videos of our communities are available at www.umh.reit and truly show the quality of UMHs communities and the high-quality living provided throu

33、gh manufactured housing.We take great pride in executing our business plan while working to provide quality affordable housing.Our mission is now more important than ever before.The United States has a massive shortage of quality affordable housing,ranging from four to six million units.The combinat

34、ion of higher interest rates and low inventory have further decreased housing affordability.This has resulted in 200,000 fewer housing starts.Additionally,most new homes being built are not at an affordable price point.Other than manufactured housing,there are limited options available at a price po

35、int under$500,000.We work every day to expand the supply of affordable housing through manufactured housing.We are acquiring and improving existing communities with high vacancies,expanding our communities,developing new communities through our joint ventures,and financing chattel home sales at reas

36、onable rates.All of these verticals are social in nature and increase the supply and attainability of manufactured housing while generating exceptional operating results.Every business succeeds only where there is good faith and fair dealing by all.The path to maximizing shareholder value is by crea

37、ting and owning needed housing and treating our residents equitably.To do this,we need satisfied residents as well as satisfied investors.Investors should be proud to own UMH because we serve an important social mission by providing affordable housing and doing it in an environmentally friendly mann

38、er.Our success has led to increased property values and earnings,which investors realize through increased dividends.We believe that this will also translate to an increased stock price.Our residents should be proud to live in our communities.We take great pride in improving the communities and the

39、quality of life that is provided by living in a UMH community.We are always fair with residents and limit our rent increases.With resident and investor acceptance,UMH is positioned to further build upon our success.Very truly yours,EUGENE W.LANDYChairman of the BoardMarch 2024Page 42023 ANNUAL REPOR

40、TUMH Properties Board of Directors,Executive Team and GuestsOUR 55TH ANNIVERSARY CELEBRATIONAT THE NEW YORK STOCK EXCHANGEPage 52023 ANNUAL REPORTMEMPHIS BLUES,MEMPHIS BLUES,Memphis,TNMemphis,TNAcquired in 1985PROPERTY PORTFOLIOAND YEAR IN REVIEW Increased Rental and Related Income by 11%;Increased

41、Community Net Operating Income(“NOI”)by 14%;Increased Normalized Funds from Operations(“Normalized FFO”)by 16%;Increased Same Property NOI by 13%;Increased Same Property Occupancy by 230 basis points from 86.2%to 88.5%;Improved our Same Property expense ratio from 42.2%at yearend 2022 to 40.3%at yea

42、rend 2023;Increased our rental home portfolio by 871 homes from yearend 2022 to approximately 10,000 total rental homes,representing an increase of 10%from yearend 2022;Increased Sales of Manufactured Homes by 23%;118 developed homesites,for a total cost of$3.7 Entered into a new joint venture agree

43、ment with Nuveen Real Estate to develop a 113-site community in Honey Brook,Pennsylvania;Amended our unsecured credit facility to expand available borrowing capacity from$100 million to$180 million;Entered into a$25 million term loan and a$25 million line of credit secured by rental homes and their

44、leases;Expanded our revolving line of credit secured by eligible notes receivable from$20 million to$35 million;Financed eight existing communities for total proceeds of approximately$57.7 million;Raised our quarterly common stock dividend by 2.5%to$0.205 per share or$0.82 annually;Increased our Tot

45、al Market Capitalization by 6%to over$2 billion at yearend;Increased our Equity Market Capitalization by 12%to over$1 billion at yearend;Reduced our Net Debt to Total Market Capitalization from 38.2%in 2022 to 31.3%in 2023;Issued and sold approximately 9.4 million shares of Common Stock through At-t

46、he-Market Sale Programs at a weighted average price of$15.81 per share,generating gross proceeds of$148.6 million expenses;Issued and sold approximately 2.6 million shares of Series D Preferred Stock through At-the-Market Sale Programs at a weighted average price of$21.88 per share,generating gross

47、proceeds of$56.7 million and Subsequent to yearend,issued and sold approximately 1.2 million shares of Common Stock through our 2023 Common Stock At-the-Market Sale Program at a weighted average price of$15.37 per share,generating gross proceeds of$19.2 million and net Subsequent to yearend,issued a

48、nd sold approximately 121,000 shares of Series D Preferred Stock through our 2023 Series D Preferred Stock At-the-Market Sale Program at a weighted average price of$22.85 per share,generating gross proceeds of$2.8 million and UMH continues to execute on our long-term business plan and is well positi

49、oned for future earnings growth.Our accomplishments during the year include:OUR ACCOMPLISHMENTS$107.4$122.8$142.2$156.7$172.2$194.6$202.7Rental RevenueSales of Manufactured HomesInterest/Dividend Income112%Increase050100150200250Interest/Dividend IncomeSalesRental Revenue2023202120202019201820172016

50、2015TOTAL REVENUE0$50$100$150$200$25020232022202120202019201820172016$228.2($in millions)$107.4$122.8$142.2$156.7$172.2$194.6$202.7Rental RevenueSales of Manufactured HomesInterest/Dividend Income112%Increase050100150200250Interest/Dividend IncomeSalesRental Revenue20232021202020192018201720162015TO

51、TAL REVENUE0$50$100$150$200$250$228.2($in millions)Page 82023 ANNUAL REPORTMENEVTNYMARICTNJPADEMDOHMIINWVVAKYNCSCTNGAFLALMSILWIPROPERTY PORTFOLIOSITES PER STATE25,766 SITESMI4%GA1%MD1%AL1%PA 31%OH28%IN16%TN 7%NY5%NJ5%SC1%TOTAL ACREAGE7,771 ACRESTotal Shale Region Acreage-3,787Total Non Shale Region

52、Acreage-3,984VACANT ACREAGE PER STATE2,134 ACRESMI4%GA1%MD1%AL1%PA 31%OH28%IN16%TN 7%NY5%NJ5%SC1%Vacant16%Vacant11%Developed35%Developed38%VACANT ACREAGE PER STATE2,134 ACRESIN9%PA21%NJ8%NY17%TN16%OH25%SC0.5%MI1%MD2%AL0.5%Marcellus and Utica Shale Regions Acquired prior to 2023 134 communities and 2

53、5,700 sites Acquired in 2023 1 community and 100 sites 220 acres to be developed into a manufactured home community Joint Venture:2 communities and 400 sites 61 acres to be developed into a manufactured home communityPage 92023 ANNUAL REPORTSince 2010,UMH has tripled the size of the company by acqui

54、ring 107 communities containing approximately 18,800 developed homesites.These communities were acquired with a blended occupancy rate of 73%for a total purchase price of$616 million or$33,000 per site.We have improved the overall quality of housing at each of these locations which has driven increa

55、sed demand,occupancy,and income.The improvements we make to the communities and the correlated increase in occupancy and revenue result in a substantial increase in property values.UMH can capture the value created through financing and refinancing the communities.In 2023,UMH completed the financing

56、 of eight communities that were acquired in 2012 and 2013.We have a total investment,including capital improvements of$52 million,or approximately$41,000 per site,in these communities.This financing valued the communities at$108 million representing a$56 million increase in value,resulting in an inc

57、rease of 107%.UMH is proud to achieve excellent returns while providing high-quality affordable housing.05,00010,00015,00020,00025,00020232022202120202010-20193105431,48611816,34616,65617,19918,68518,8030500010000150002000025000Cumulative VolumeAnnual Volume202320222021202020102019SITES ENGINEERED F

58、OR EXPANSION05001000150020002027 and thereafer202620252024SITES ENGINEERED FOR EXPANSION05001,0001,5002,0002027 andthereafer202620252024357597NUMBER OF ACQUIRED SITESCumulative VolumeAnnual Volume“UMH has a 55-year history of profitably providing quality affordable housing for our Nationthrough manu

59、factured homes for sale or rent in our communities.We look forward toexecuting our mission for the benefit of our stakeholders.”-Samuel A.Landy,President and Chief Executive OfficerCOMPELLING BUSINESS PLANPARKE PLACE,Elkhart,INAcquired in 2017VALUE-ADD ACQUISITIONSPage 102023 ANNUAL REPORTRental hom

60、es in our communities are a key component of the success of our acquisition program.They provide us with the fastest infill rate,improve the aesthetics of the community and provide solid returns.We have worked with our manufacturers to design our homes so that they can withstand normal rental wear a

61、nd tear.We currently have a portfolio of 10,000 rental homes that are 94%occupied.Our average rents are$933 per month.We plan to grow our portfolio of rental homes by 800-1,000 units annually.Our rental investments generate unlevered returns of approximately 10%.In 2023,UMH added 1,040 new rental ho

62、mes to our portfolio as compared to 392 units in 2022.The new rental homes resulted in increased same property occupancy of 230 basis points,or 632 units.This generated an increase in same property income of 9%and an increase in same property NOI of 13%.6,5007,4008,3008,7009,100Portfolio GrowthCommu

63、nity Operating Income($in millions)$0$24$48$72$96$120202320222021202020192018COMMUNITY NET OPERATING INCOME05,00010,00015,00020,00025,00030,000202120202019201820172016DevelopedSitesNo.ofCommunities18,00010120,00011221,50011823,10012223,4001240240048007200960012000202320232022202120202019201805000100

64、0015000200002500030000202120202019201820172016GROWTH OF RENTAL HOME PORTFOLIOPORTFOLIO GROWTH24,00012702,4004,8007,2009,60012,000202320222021202020192018GROWTH OF RENTAL HOME PORTFOLIOIncrease of 3,500 homes-54%10,000RENTAL HOME OPERATIONSOAK RIDGE ESTATES,Elkhart,IN Acquired in 2013Page 112023 ANNU

65、AL REPORTSALES AND FINANCEIn 2023,our taxable REIT subsidiary,UMH Sales and Finance,Inc.,had another strong year.Gross revenue sales were$31.2 million.We sold 341 homes,of which 164 were new and 177 were used.Our average sales price was$91,000,as compared to$84,000 in 2022,representing an increase o

66、f approximately 8%.As we continue to improve the overall quality of our communities,we are experiencing an increase in sales demand.This has resulted in strong sales growth at communities that have historically been slower sales locations.In 2023,we financed,through our third-party lending program,$

67、21.8 million of our home sales,which was 70%of our total home sales.We have grown our portfolio of manufactured home loans to$78.7 million.The portfolio has an average interest rate of approximately 7%.Manufactured homes are approximately 40%less expensive than stick-built homes,but historically our

68、 loans costed 40%more.These higher interest rates reduced the affordability our product provided.However,our UMH Sales and Finance interest rates are now in line with conventional mortgage rates,which helps to increase sales and demonstrates the affordability of our product.$15.8$18.0$20.3$27.129529

69、9323370$25.3301202320222021202020192018SALES#of Homes SoldSales0100200300400500$31.2341$0$5$10$15$20$25$30$35($in millions)WOODS EDGE,West Lafayette,INAcquired in 2015Page 122023 ANNUAL REPORTVACANT LAND EXPANSIONSIn 2023,we completed the construction of 216 sites.These expansion sites are well-loca

70、ted in markets with strong sales demand.Expansions create operating efficiencies in which each site generates additional revenue without an increase in fixed operating costs.The average development cost is approximately$75,000 per homesite.We expect to develop 300 or more sites in 2024.Home sales in

71、 expansions should generate sales profits of$30,000 or more per home,which reduces the cost to develop the site and increases our yield.Once stabilized,expansion sites yield more than what is available in the acquisition market.We have an additional 2,100 vacant acres,which can potentially be develo

72、ped into 8,500 homesites.This vacant land adjoining our properties and our vacant sites give us the ability to internally grow the company for the foreseeable future.MEADOWS OF PERRYSBURG,Perrysburg,OHAcquired in 2018LAKE SHERMAN VILLAGE,Navarre,OHAcquired in 1987SITES ENGINEERED FOR EXPANSION05001,

73、0001,5002,0002027 andthereafer2026202520243575979561,475Page 132023 ANNUAL REPORTOPPORTUNITY ZONE FUNDIn 2022,UMH formed an opportunity zone fund(“OZ Fund”)to develop and redevelop manufactured housing communities located in qualified opportunity zones.Many of these economically distressed communiti

74、es have a great need for workforce housing.Workforce housing incentivizes businesses to invest in these areas,thereby improving the value of the real estate located within and around the opportunity zone over time.The OZ Fund owns two manufactured home communities,Garden View Estates and Mighty Oak.

75、Garden View Estates,located in Orangeburg,SC,was purchased in August 2022 for$5.2 million.This community contains 181 developed homesites,of which approximately 34%are occupied.The community is situated on 39 acres.Mighty Oak was purchased in January 2023 for$3.7 million and is located in Albany,GA.

76、This brand-new community contains 118 developed homesites and is situated on 26 acres.Tax AdvantagesTax AdvantagesInvesting in the OZ Fund minimizes the tax effect of capital gains to our shareholders.During 2022,UMH realized considerable capital gains through its securities portfolio.These capital

77、gains,along with capital gains invested by outside investors,are tax-deferred until December 31,2026.For outside investors,capital remaining in the OZ Fund for at least 10 years results in the cost basis of the property being equal to the fair market value on the date of sale,resulting in no taxable

78、 capital gains.Capital AdvantagesCapital AdvantagesThe 10-year holding period provides UMH with access to additional sources of long-term patient capital.In addition,UMH has the right of first offer to purchase the communities held within the OZ Fund when the OZ Fund sells them after the 10-year hol

79、ding period,enabling UMH to have a larger acquisition pipeline.There are a limited number of capital-intensive deals that UMH can invest in at any one time.By partnering with long term investors who are seeking tax efficient strategies,UMH has the ability to acquire more communities.Government Relat

80、ions AdvantagesGovernment Relations AdvantagesThe OZ Fund improves government relations by utilizing programs the government has created to further the governments goals of providing affordable housing and investing in areas that have been underappreciated.UMH is creating and maintaining a relations

81、hip with federal,state and local governments by participating in these programs.GARDEN VIEW ESTATES,Orangeburg,SCAcquired in August 2022MIGHTY OAK,Albany,GAAcquired in January 2023Page 142023 ANNUAL REPORTUMH has grown through value-add acquisitions by acquiring manufactured housing sites in good ma

82、rkets significantly below replacement cost.We have done an outstanding job on this front,but our success has led to imitation,which has driven increased competition ultimately leading to increased prices so that communities now sell for more than replacement cost.We still intend to grow by value-add

83、 acquisitions,but fewer deals are meeting our growth criteria.We can now become a leader in the development of new communities.In order to fund these developments,limit the short-term impact on FFO and reduce our risk,we have entered into a joint venture relationship with Nuveen Real Estate.The purp

84、ose of this joint venture is for the acquisition and development of communities in the process of being developed or that have been developed within the past 12 months.Nuveen has a 60%equity position while UMH has a 40%share in the joint venture.UMH earns assets under management fees,development fee

85、s and a favorable promote percentage for exceeding IRR targets.UMH will also have the right to purchase these communities from the joint venture which will enhance our future acquisition pipeline.We are very happy to partner with Nuveen and look forward to investing in and developing many communitie

86、s together.Through this joint venture relationship,we own two communities in Sebring,Florida,containing 363 sites.We are making progress installing and filling homes at both the Sebring Square and Rum Runner communities.These communities are highly amenitized with a clubhouse,swimming pool,bocce bal

87、l courts,pickleball courts,dog park and more.Once complete,these will be some of the highest quality communities in the country.Additionally,through this joint venture relationship,we are managing the development of a 113-site community in Honey Brook,Pennsylvania.Construction began in the fourth qu

88、arter of 2023 and is expected to take 12-15 months.At that time,we will begin installing homes for sale and for rent.We look forward to developing communities like these throughout the country.SEBRING SQUARE SHORT-TERM RENTALJOINT VENTURESHORT-TERM RENTALSRUM RUNNER,Sebring,FLAcquired in December 20

89、22SEBRING SQUARE,Sebring,FLAcquired in December 2021UMH is utilizing a number of our homes for short-term rentals to capitalize on the increasing demand for flexibility.This provides the added benefit of increasing exposure to our product and the attractive lifestyle of residing in a land-lease comm

90、unity.“Our main criteria was safety and serenity,THEY DELIVERED!The house is brand new and they had everything we needed to make our one month stay perfect.I started to cry when I left them today.Great people!”Review of home in Sebring Square by Jenni R.-September 2023Page 152023 ANNUAL REPORTESG HI

91、GHLIGHTSAt UMH,we believe that the true measure of sustainability is predicated on sound practices inherent and essential to operational performance.These practices need to enhance the effectiveness and efficiency of a company,resulting in tangible impacts.UMHs sustainability is multifaceted,first c

92、entering on sustainable social infrastructure through affordable monthly housing rates and best-in-class financing terms.Additionally,the company is dedicated to smart and conscious environmental initiatives.Our ability to proudly carry out such a mission is,in part,thanks to the hard work that the

93、entire UMH team puts in each day,and the leadership and backbone our governance provides.It is important that the Companys sustainability approach aligns with the interests of residents,local officials,shareholders,and other stakeholders across the organization.Sustainability,in our view,is an ongoi

94、ng progression that should benefit everyone involved.It shouldnt be a trade-off between environmental responsibility and shareholder satisfaction;there are solutions that can foster prosperity for all,and our portfolio exemplifies this belief.Last year in 2023,UMH did some incredibly impactful work

95、in the housing markets of our existing portfolio.UMH was able to add 1,040 new rental homes at affordable rates,which isnt just a sound practice for customer relations;its an effective strategy for expanding revenue and streamlining efficiencies in current operations.The use of modern housing built

96、in the most environmentally friendly way emphasizes the fact that we are committed to providing solutions to the two most salient and controversial crises affecting our country.We continue to purchase more energy-efficient ENERGY STAR and Zero Energy Ready homes,built in ISO 14001 certified factorie

97、s.Our submetering for water and retrofitting for LED lights and smart thermostats continue to go tremendously well.In order to be more conscious of our emissions and practice more resource control,we have also systemized our mileage tracking across our fleet.We are also incessantly working with our

98、third party data providers to have audit-ready emissions data that will help us satisfy shareholder desires as well as any federal or state laws around carbon emissions.Overseeing all of ESG matters will be the Companys new ESG Subcommittee.ESG Highlights are shown below;however,a more in-depth anal

99、ysis can be found in our annual ESG Report that can be viewed on our website:www.umh.reit.In April of 2023,Sustainalytics provided a Second Party Opinion(SPO)on an updated version of our Sustainability Finance Framework.The update opened other avenues UMH could use to access ESG financing beyond str

100、ictly bonds.Sustainalytics gave an even more favorable opinion on our portfolios ability to provide affordable housing to the target market of low-income earners,affordable housing,and access to financing.Our water and energy management initiatives were cited as well.UMH increased its management sys

101、tems around occupational health and safety by becoming ISO 45001 certified.A Vice President of Corporate Security was also hired to improve the all-around safety for residents and workers at the communities.Their in-depth knowledge and experience will be a benefit in planning the design of new commu

102、nities,offices,and other structures,as well as help establish beneficial relationships with local law enforcement.MSCI Business Involvement Screening Research stated that UMH derived 100%of revenues socially from affordable housing real estate.The Board announced a new ESG Subcommittee.Page 162023 A

103、NNUAL REPORTSECRETARY MARCIA L.FUDGE,U.S.Department of Housing and Urban Development(HUD)LESLI GOOCH,Chief Executive Officer of the Manufactured Housing Institute(MHI)SAMUEL A.LANDY,President and Chief Executive Officer of UMH Properties,Inc.(from left to right)UMH PROPERTIES DUPLEX HOME DISPLAYED A

104、T THE INNOVATIVE HOUSING SHOWCASE(on the right)Washington,D.C./June 2023SAMUEL AND LAURIE LANDY AWARDED HONORARY DOCTORATE DEGREES/Curry College,Milton,MA/May 2023SAMUEL A.LANDY,President and Chief Executive Officer of UMH Properties,Inc.LAURIE LANDY,Founder and President of Special StridesKENNETH K

105、.QUIGLEY,JR.,Attorney At Law,President Emeritus of Curry College(photo on the right,from left to right)Page 172023 ANNUAL REPORTUMH Properties,Imon shares are traded on the New York Stock Exchange(NYSE:UMH)and Tel Aviv Stock Exchange(TASE:UMH)20232022HighLowDistributionHighLowDistributionFirst Quart

106、er$18.87$13.73$0.205$27.44$22.22$0.20Second Quarter16.6114.470.20525.4616.500.20Third Quarter16.8513.770.20521.4615.740.20Fourth Quarter15.5713.260.20518.3715.140.20$0.82$0.80Share VolumeOpening PriceClosing PriceDividend PaidTotal Return(in thousands)2023103,908$16.16$15.32$0.820.16%202273,68327.33

107、16.100.80-38.65%202161,54914.8127.330.7691.42%202039,97215.7314.810.72-0.71%201940,56711.8415.730.7240.21%201847,22614.9011.840.72-16.24%COMPANY GROWTHRECENT SHARE ACTIVITY$2,022$1,914Equity Market CapitalizationPreferred EquityTotal Debt$980$1,157$1,182106%Increase$1,509$1,5850$500$1,000$1,500$2,00

108、0$2,500$3,00020232022202120202019201820172016$2,373COMPANY GROWTH05001,0001,5002,0002,5003,00020212020201920182017201620152014Equity Market CapitalizationPreferred EquityTotal DebtCOMPANY GROWTH$582$752$980$1,157$1,182$1,509$1,587$2,373308%Increase($in millions)Page 182023 ANNUAL REPORT(Dollars in t

109、housands except per share amounts)(unaudited)Operating InformationDecember 31,2023December 31,2022Number of Communities135134Number of Sites25,76625,568Rental and Related Income$189,749$170,434Community Operating Expenses$81,343$75,660Community NOI$108,406$94,774Expense Ratio 42.9%44.4%Sales of Manu

110、factured Homes$31,176$25,342Number of Homes Sold341301Number of Rentals Added,net871392Net Income(Loss)$7,851$(4,972)Net Income(Loss)Attributable to Common Shareholders$(8,714)$(36,265)Adjusted EBITDA excluding Non-Recurring Other Expense$101,870$89,926FFO Attributable to Common Shareholders$51,069$

111、28,489Normalized FFO Attributable to Common Shareholders$54,533$46,840Shares Outstanding and Per Share DataWeighted Average Shares Outstanding Basic and Diluted63,06854,389Net Income(Loss)Attributable to Common Shareholders per Share Basic and Diluted$(0.15)$(0.67)FFO per Share-Diluted$0.80$0.51Norm

112、alized FFO per Share-Diluted$0.86$0.85Dividends per Common Share$0.82$0.80Balance SheetTotal Assets$1,427,577$1,344,596Total Liabilities$720,783$793,400Market CapitalizationTotal Debt,Net of Unamortized Debt Issuance Costs$690,017$761,676Equity Market Capitalization$1,041,422$927,298Series D Preferr

113、ed Stock$290,180$225,379Total Market Capitalization$2,021,619$1,914,353 FINANCIAL HIGHLIGHTSPage 192023 ANNUAL REPORT8,9888,392$97.1$70.7$167.8Occupied RentalsTotal Rentals$182.9$73.7$109.22023202220232022Community NOICommunityOperating ExpensesRental andRelated Income$0$25$50$75$100$125$150$175$200

114、SAME PROPERTY PERFORMANCESAME PROPERTY RENTAL OCCUPANCY9,7439,1657,8008,2008,6009,0009,4009,800Occupied RentalsTotal RentalsDecember 31,2023December 31,2022Number of Sites23,95823,886Occupied Sites21,21220,580Occupancy%88.5%86.2%Number of Communities 126126Total Rentals9,7438,988Occupied Rentals9,16

115、58,392Rental Occupancy94.1%93.4%Monthly Rent Per Site$524$502Monthly Rent Per Home Including Site$930$872SAME PROPERTY STATISTICS($in millions)Page 202023 ANNUAL REPORTCOMPANY 10-KUMH Ringing the NYSE Opening BellJanuary 10,2024-1-UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549

116、 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period _ to _ Commission File Number 001-12690 UMH Pr

117、operties,Inc.(Exact name of registrant as specified in its charter)Maryland 22-1890929(State or other jurisdiction of incorporation or organization)(I.R.S.Employer identification number)3499 Route 9,Suite 3C,Freehold,New Jersey 07728(Address of principal executive offices)(Zip code)Registrants telep

118、hone number,including area code(732)577-9997 Securities registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol(s)Name of exchange on which registered Common Stock,$0.10 par value UMH New York Stock Exchange 6.375%Series D Cumulative Redeemable Preferred Stock,$0.10 par val

119、ue UMH PRD New York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.X Yes No Indicate by check mark if the registrant is not required to file reports pu

120、rsuant to Section 13 or Section 15(d)of the Act.Yes X No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required

121、to file such reports),and(2)has been subject to such filing requirements for the past 90 days.X Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during

122、 the preceding 12 months(or for such shorter period that the registrant was required to submit such files).X Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See th

123、e definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,in

124、dicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act._ Indicate by check mark whether the registrant has filed a report on and attestatio

125、n to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.X If securities are registered pursuant to Section 12(

126、b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis

127、of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes X No Based upon the assumption that directors a

128、nd executive officers of the registrant are not affiliates of the registrant,the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30,2023 was$1.0 billion.Presuming that such directors and executive officers are affiliates of the registrant,

129、the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30,2023 was$945.8 million.The number of shares outstanding of issuers common stock as of February 27,2024 was 69,342,865 shares.Documents Incorporated by Reference:-Part III incorporates

130、certain information by reference from the Registrants definitive proxy statement for the 2024 Annual Meeting of Shareholders,which will be filed no later than 120 days after the close of the Registrants fiscal year ended December 31,2023.-2-TABLE OF CONTENTS PART I.3 Item 1 Business.3 Item 1A Risk F

131、actors.10 Item 1B Unresolved Staff Comments.25 Item 1C Cybersecurity.25 Item 2 Properties.26 Item 3 Legal Proceedings.39 Item 4 Mine Safety Disclosures.39 PART II.39 Item 5 Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.39 Item 6 Reserved.4

132、1 Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.41 Item 7A Quantitative and Qualitative Disclosures about Market Risk.52 Item 8 Financial Statements and Supplementary Data.53 Item 9 Changes in and Disagreements with Accountants on Accounting and Financia

133、l Disclosure.53 Item 9A Controls and Procedures.54 Item 9B Other Information.55 Item 9C Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.55 PART III.56 Item 10 Directors,Executive Officers and Corporate Governance.56 Item 11 Executive Compensation.56 Item 12 Security Ownership of C

134、ertain Beneficial Owners and Management and Related Stockholder Matters.56 Item 13 Certain Relationships and Related Transactions,and Director Independence.56 Item 14 Principal Accountant Fees and Services.56 PART IV.57 Item 15 Exhibits,Financial Statement Schedules.57 Item 16 Form 10-K Summary.62 S

135、IGNATURES.63 -3-PART I Item 1 Business General Development of Business UMH Properties,Inc.(“UMH”),together with its predecessors and consolidated subsidiaries,are referred to herein as“we”,“us”,“our”,or“the Company”,unless the context requires otherwise.UMH is a Maryland corporation that operates as

136、 a self-administered and self-managed qualified real estate investment trust(“REIT”)under Sections 856-860 of the Internal Revenue Code(the“Code”).The Company elected REIT status effective January 1,1992 and intends to maintain its qualification as a REIT in the future.As a qualified REIT,with limit

137、ed exceptions,the Company will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders.For special tax provisions applicable to REITs,refer to Sections 856-860 of the Code.UMH was incorporated in the state of New J

138、ersey in 1968.On September 29,2003,UMH changed its state of incorporation from New Jersey to Maryland by merging with and into a Maryland corporation.Our executive office is located in Freehold,NJ.Description of Business The Companys primary business is the ownership and operation of manufactured ho

139、me communities leasing manufactured homesites to residents.The Company also leases manufactured homes to residents and,through its wholly-owned taxable REIT subsidiary,UMH Sales and Finance,Inc.(“S&F”),sells and finances the sale of manufactured homes to residents and prospective residents of our co

140、mmunities and for placement on customers privately-owned land.In 2022,Company also formed an opportunity zone fund to acquire,develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury

141、 Department pursuant to a program authorized under the Tax Cuts and Jobs Act of 2017(the“TCJA”)to encourage long-term investment in economically distressed areas.The Company currently holds a 77%percentage interest in the opportunity zone fund.Our opportunity zone fund currently owns two communities

142、,located in South Carolina and Georgia.As of December 31,2023,the Company owned and operated 135 manufactured home communities(including two communities acquired through the Companys opportunity zone fund)containing approximately 25,800 developed homesites.These communities are located in New Jersey

143、,New York,Ohio,Pennsylvania,Tennessee,Indiana,Michigan,Maryland,Alabama,South Carolina and Georgia.The Company also has an ownership interest in and operates two communities in Florida through a joint venture with Nuveen Real Estate(See“Managements Discussion and Analysis of Financial Condition and

144、Results of Operations”and Note 5“Investment in Joint Venture”of the Notes to Consolidated Financial Statements).We have expanded our portfolio of manufactured home communities through numerous acquisitions.During 2023,the Company purchased one community,located in Georgia,containing 118 developed ho

145、mesites,through our opportunity zone fund.In addition,during 2023,the Company expanded our joint venture relationship with Nuveen Real Estate by forming a new joint venture vehicle with Nuveen to develop a new manufactured housing community in Pennsylvania.A manufactured home community is designed t

146、o accommodate detached or semi-attached,single-family manufactured homes.These manufactured homes are produced off-site by manufacturers and installed on sites within the communities.These homes may be improved with the addition of features constructed on-site,including garages,screened rooms and ca

147、rports.Manufactured homes are available in a variety of designs and floor plans,offering many amenities and custom options.Each manufactured homeowner leases the site on which the home is located from the Company.Generally,the Company owns the underlying land,utility connections,streets,lighting,dri

148、veways,common area amenities and other capital improvements and is responsible for enforcement of community guidelines and maintenance.Manufactured homes are accepted by the public as a viable and economically attractive alternative to conventional site-built single-family housing.The affordability

149、of the modern manufactured home makes it a very-4-attractive housing alternative.Depending on the region of the country,prices per square foot for a new manufactured home average up to 50 percent less than a comparable site-built home,excluding the cost of land.This is due to a number of factors,inc

150、luding volume purchase discounts,inventory control of construction materials and control of all aspects of the construction process,which is generally a more efficient,environmentally friendly and streamlined process as compared to a site-built home.Modern residential land lease communities are simi

151、lar to typical residential subdivisions containing central entrances,paved well-lit streets,curbs and gutters.Generally,modern manufactured home communities contain buildings for recreation,green areas,and other common area facilities,all of which are the property of the community owner.In addition

152、to such general improvements,certain manufactured home communities include recreational improvements such as swimming pools,tennis courts and playgrounds.Municipal water and sewer services are available in some manufactured home communities,while other communities supply these services on-site.Typic

153、ally,our leases are on an annual or month-to-month basis,renewable upon the consent of both parties.The community manager interviews prospective residents,collects rent and finance payments,ensures compliance with community regulations,maintains common areas and community facilities and is responsib

154、le for the overall appearance of the community.The homeowner is responsible for the maintenance of the home and leased site.As a result,our capital expenditures tend to be less significant relative to multifamily rental apartments.Manufactured home communities produce predictable income streams and

155、provide protection from inflation due to the ability to annually increase rents.Many of our communities compete with other manufactured home community properties located in the same or nearby markets that are owned and operated by other companies in our business.We generally monitor the rental rates

156、 and other terms being offered by our competitors and consider this information as a factor in determining our own rental rates.In addition to competing with other manufactured home community properties,our communities also compete with alternative forms of housing(such as apartments and single-fami

157、ly homes).In connection with the operation of its communities,UMH also leases homes to prospective tenants.As of December 31,2023,UMH owned approximately 10,000 rental homes,representing approximately 39%of its developed homesites.The Company engages in the rental of manufactured homes primarily in

158、areas where the communities have existing vacancies.The rental homes produce income from both the home and the site which might otherwise be non-income producing.Inherent in the operation of a manufactured home community is the development,redevelopment,and expansion of our communities.In addition t

159、o leasing manufactured homes to residents,the Company sells and finances,through a third-party lending program,the sale of manufactured homes in our communities through its 100%owned,fully consolidated subsidiary S&F.S&F was established to potentially enhance the value of our communities by filling

160、sites that would otherwise be vacant.The home sales business is operated as it is with traditional homebuilders,with sales centers,model homes,an inventory of completed homes and the ability to supply custom designed homes based upon the requirements of the new homeowners.In addition,our sales cente

161、rs can earn a profit by selling homes to customers for placement on their own private land.Investment and Other Policies The Company may invest in improved and unimproved real property and may develop unimproved real property.Such properties may be located throughout the U.S.but the Company has gene

162、rally concentrated on the Northeast,Midwest and Southeast.Since 2010,we have quadrupled the number of developed homesites by purchasing 107 communities containing approximately 18,800 homesites.We are focused on acquiring communities with significant upside potential and leveraging our expertise to

163、build long-term capital appreciation.Our growth strategy involves purchasing well-located communities in our target markets.As part of our growth strategy,we intend to evaluate potential opportunities to expand into additional geographic markets,including other markets in the southeastern United Sta

164、tes.The Company also evaluates our properties for expansion opportunities.Development of the additional acreage available for expansion allows us to leverage existing communities and amenities.We believe our ability to complete expansions translates to greater value creation and cash flow through op

165、erating efficiencies.The Company-5-has approximately 2,100 acres of additional land potentially available for future development.See PART I,Item 2 Properties,for a list of our additional acreage.The Company seeks to finance acquisitions with the most appropriate available source of capital,including

166、 purchase money mortgages or other financing,which may be first liens,wraparound mortgages or subordinated indebtedness,sales of investments,and issuance of additional equity securities.In connection with its ongoing activities,the Company may issue notes,mortgages or other senior securities.The Com

167、pany intends to use both secured and unsecured lines of credit.The Companys joint venture relationship with Nuveen Real Estate also provides a source of financing for acquisitions of newly developed communities and development of new communities.The Company may repurchase or reacquire its shares fro

168、m time to time if,in the opinion of the Board of Directors,such an acquisition is advantageous to the Company.During the years ended December 31,2023 and 2022,the Company did not repurchase any shares of its Common Stock.In addition to its manufactured home communities,the Company also owns a portfo

169、lio of investment securities,consisting of marketable equity securities issued by other REITs,which represented 1.9%of undepreciated assets(which is the Companys total assets excluding accumulated depreciation)at year end.We do not intend to increase our investments in our REIT securities portfolio.

170、These liquid real estate holdings provide additional diversification,liquidity and income.The Company,from time to time,may purchase these securities on margin when the interest and dividend yields exceed the cost of funds.Regulations,Insurance and Property Maintenance and Improvement Manufactured h

171、ome communities are subject to various laws,ordinances and regulations,including regulations relating to recreational facilities such as swimming pools,clubhouses and other common areas,and regulations relating to operating water and wastewater treatment facilities at several of our communities.We b

172、elieve that each community has all necessary operating permits and approvals.Our properties are insured against risks that may cause property damage and business interruption including events such as fire,business interruption,general liability and if applicable,flood.Our insurance policies contain

173、deductible requirements,coverage limits and particular exclusions.It is the policy of the Company to maintain adequate insurance coverage on all of our properties and,in the opinion of management,all of our properties are adequately insured.We also obtain title insurance insuring fee title to the pr

174、operties in an aggregate amount which we believe to be adequate.State and local rent control laws in certain jurisdictions may dictate the structure of rent increases and limit our ability to recover increases in operating expenses and the costs of capital improvements.In 2019,the State of New York

175、enacted the Housing Stability and Tenant Protection Act of 2019,which,among other things,set maximum collectible rent increases.Rent control also affects three of our manufactured home communities in New Jersey.Enactment of such laws has been considered at various times in other jurisdictions.We pre

176、sently expect to continue to maintain properties,and may purchase additional properties,in markets that are either subject to rent control or in which rent-related legislation exists or may be enacted.It is the policy of the Company to properly maintain,modernize,expand and make improvements to its

177、properties when required.The Company anticipates that renovation expenditures with respect to its present properties during 2024 will be approximately$20-$30 million.Human Capital The attraction,motivation and retention of our employees are critical factors in furthering the growth and financial suc

178、cess of the Company.We recognize that our ability to achieve the high standards we set for ourselves can best be accomplished by having a diverse team.We are committed to promoting diversity,equity and inclusion and our benefits programs are designed to achieve employee satisfaction and advancement.

179、As of February 16,2024,the Company had approximately 480 employees,including officers.Approximately half of our management team and 45%of our total employee population are female.Over 41%of our employees are 40 years of age or older and 24%are over 60 years of age.During each year,the Company hires

180、additional part-time and seasonal employees as groundskeepers and lifeguards and to conduct emergency repairs.-6-Our employees are fairly compensated as compared to employees of our competitors and are routinely recognized for outstanding performance.They are offered regular opportunities to partici

181、pate in professional development programs which focus on building their skills and capabilities.We conduct regional training sessions and are committed to providing a safe and healthy workplace that is free from violence,intimidation and other unsafe or disruptive practices.We hold an annual employe

182、e meeting that includes safety training,as required under the federal Occupational,Safety and Health Act,as well as anti-harassment training.The Company also offers a robust wellness program to its employees that incorporates health benefits,including incentives for enrolling in exercise classes and

183、 for gym memberships.This encourages our employees to improve their mental and physical well-being.Information about our Executive Officers The following table sets forth information with respect to the executive officers of the Company as of December 31,2023:Name Age Position Eugene W.Landy 90 Chai

184、rman of the Board of Directors and Founder Samuel A.Landy 63 President and Chief Executive Officer Anna T.Chew 65 Executive Vice President,Chief Financial Officer and Treasurer Craig Koster 48 Executive Vice President,General Counsel and Secretary Brett Taft 34 Executive Vice President and Chief Ope

185、rating Officer Environmental,Social and Governance(“ESG”)Considerations The Companys mission is to address the fundamental need of providing affordable housing and in doing so,create sustainable and environmentally friendly communities that have a positive societal impact.We recognize our obligation

186、,as well as that of our industry,to reduce our impact on the environment and to conserve natural resources.We continually invest in energy-efficient technology where practicable,including water and energy conservation initiatives,and are committed to incorporating environmental and social considerat

187、ions into our business practices to create value and enhance the communities where our residents live.We also recognize the importance of good corporate governance in ensuring the Companys continued success and maintaining the confidence of our shareholders and financing sources.Our policies and pra

188、ctices are endorsed and supported by the Companys executive management,including its Vice President of ESG,and are regularly reviewed by the Board of Directors and the Environmental,Social and Corporate Governance(“ESG”)Subcommittee of the Nominating and Corporate Responsibility Committee.Investment

189、s in the Companys common stock and preferred stock may be considered qualified ESG investments.Sustainalytics,which is a leading independent ESG and corporate governance research ratings and analytics firm,reviewed our Sustainable Finance Framework and agreed that we not only provide a social good i

190、n the form of providing affordable housing,but also an environmental good for our conservation initiatives.The framework is also in line with UN Sustainable Development Goals 6,7 and 11.Summary of Risk Factors The following is a summary of the principal risk factors associated with an investment in

191、us.These are not the only risks we face.You should carefully consider these risk factors,together with the risk factors set forth in Item 1A.of this Annual Report on Form 10-K and other reports and documents filed by us with the SEC.Real Estate Industry Risks:General economic conditions and the conc

192、entration of our properties in certain states may affect our ability to generate sufficient revenue to maintain our profitability.We may be unable to compete with our larger competitors for acquisitions,which may increase prices for communities.We may not be able to integrate or finance our acquisit

193、ions and our acquisitions may not perform as expected.-7-We may be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities.We may be unable to sell properties when appropriate because real estate investments are illiquid.Our ability to sell manufa

194、ctured homes may be affected by various factors,which may in turn adversely affect our profitability.Licensing laws and compliance could affect our profitability.The termination of our third-party lending program could adversely affect us.Costs associated with taxes and regulatory compliance may red

195、uce our revenue.Rent control legislation may harm our ability to increase rents.Environmental liabilities could affect our profitability.Some of our properties are subject to potential natural or other disasters.Climate change may adversely affect our business.Actions by our competitors may decrease

196、 or prevent increases in the occupancy and rental rates of our properties which could adversely affect our business.Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.Our investments are concentrated in the manufactured housing/residential sector and

197、our business would be adversely affected by an economic downturn in that sector.Our joint venture relationship with Nuveen Real Estate may subject us to risks,including limitations on our decision-making authority and the risk of disputes,which could adversely affect us.Financing Risks:We face risks

198、 generally associated with our debt.We mortgage our properties,which subjects us to the risk of foreclosure in the event of non-payment.We face risks associated with our dependence on external sources of capital.We may become more highly leveraged,resulting in increased risk of default on our obliga

199、tions and an increase in debt service requirements which could adversely affect our financial condition and results of operations and our ability to pay distributions.We are subject to risks associated with the current interest rate environment,and changes in interest rates may affect our cost of ca

200、pital and,consequently,our financial results.Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely affect our financial condition.A change in the U.S.government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition.We

201、face risks associated with the financing of home sales to customers in our manufactured home communities.Risks Related to our Status as a REIT:If our leases are not respected as true leases for federal income tax purposes,we would fail to qualify as a REIT.Failure to make required distributions woul

202、d subject us to additional tax.We may not have sufficient cash available from operations to pay distributions to our shareholders,and,therefore,distributions may be made from borrowings.We may be required to pay a penalty tax upon the sale of property that is determined to be held for sale to custom

203、ers.We may be adversely affected if we fail to qualify as a REIT.To qualify as a REIT,we must comply with certain highly technical and complex requirements.There is a risk of changes in the tax law applicable to REITs.We may be unable to comply with the strict income distribution requirements applic

204、able to REITs.Our taxable REIT subsidiary(“TRS”)is subject to special rules that may result in increased taxes.Notwithstanding our status as a REIT,we are subject to various federal,state and local taxes on our income and property.-8-General Risk Factors Global and regional economic conditions could

205、 materially adversely affect our business,results of operations,financial condition and growth.We may not be able to obtain adequate cash to fund our business.We are dependent on key personnel.If we fail to maintain an effective system of internal controls,we may not be able to accurately report fin

206、ancial results,which could result in a loss of investor confidence and adversely affect the market price of our common stock.Some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests.We may amend our business pol

207、icies without shareholder approval.Third-party expectations relating to environmental,social and governance factors may impose additional costs and expose us to new risks.The market value of our Series D Preferred Stock and Common Stock could decrease based on our performance and market perception a

208、nd conditions.The market price and trading volume of our Series D Preferred Stock and Common Stock may fluctuate significantly.Future issuance or sale of additional shares of Preferred Stock or Common Stock or other securities could adversely affect the trading prices of our outstanding Series D Pre

209、ferred Stock and Common Stock.Future issuances of our debt securities,which would be senior to our Series D Preferred Stock upon liquidation,or preferred equity securities which may be senior to our Series D Preferred Stock for purposes of dividend distributions or upon liquidation,may adversely aff

210、ect the per-share trading prices of our Series D Preferred Stock.There are restrictions on the transfer of our capital stock.The dual listing of our Common Stock on the New York Stock Exchange(“NYSE”)and the Tel Aviv Stock Exchange(“TASE”)may result in price variations that could adversely affect li

211、quidity of the market for our Common Stock.The existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated or modified in a manner that may subject us to additional regulatory burden and additional costs.We are subject to restrictions that may impede our ability

212、to effect a change in control.We cannot assure you that we will be able to pay distributions regularly.Dividends on our capital stock do not qualify for the reduced federal tax rates available for some dividends(i.e.,they are not qualified dividends).We are subject to risks arising from litigation.F

213、uture terrorist attacks and military conflicts could have a material adverse effect on general economic conditions,consumer confidence and market liquidity.Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and t

214、he market price of our capital stock.We face risks relating to cybersecurity attacks which could adversely affect our business,cause loss of confidential information and disrupt operations.We are dependent on continuous access to the Internet to use our cloud-based applications.We face risks relatin

215、g to expanding use of social media mediums.Our opportunity zone fund may fail to qualify for the tax benefits available for investments in qualified opportunity zones under the detailed rules adopted by the Internal Revenue Service.We face various risks and uncertainties related to public health cri

216、ses,such as the COVID-19 pandemic or other highly infectious or contagious diseases.Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements within the meaning of Section 27A

217、 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 Compan

218、ys expectations,beliefs,intentions,plans,objectives,goals,strategies,future events,performance and underlying assumptions and other statements that are not historical facts.Forward-looking-9-statements can be identified by their use of forward-looking words,such as“may,”“will,”“anticipate,”“expect,”

219、“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 performa

220、nce,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

221、below and under the headings“Business”,“Risk Factors”and“Managements 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

222、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 fo

223、rward-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

224、 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 commun

225、ities;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 i

226、nterest;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

227、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

228、 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

229、 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

230、 qualify as a real estate investment trust for federal income tax purposes;risks and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious diseases;and,those risks and uncertainties referenced under the heading Risk Factors contained in this Form 10-K and the Compan

231、ys filings with the Securities and Exchange Commission(“SEC”).You should not place undue reliance on these forward-looking statements,as events described or implied in such statements may not occur.The forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date

232、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.-10-Available Information Additional information about the Company can be found on the Companys website which is loc

233、ated at www.umh.reit.Information contained on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC.The Company makes available,free of charge,on or through its website,annual repor

234、ts on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act as soon as reasonably practicable after we electronically file such material with,or furnish it to,the SEC.The SEC mainta

235、ins an Internet site(http:/www.sec.gov)that contains reports,proxy and information statements,and other information regarding issuers that file electronically with the SEC.Item 1A Risk Factors Our business faces many risks.The following risk factors may not be the only risks we face but address what

236、 we believe may be the material risks concerning our business at this time.If any of the risks discussed in this report were to occur,our business,prospects,financial condition,results of operation and our ability to service our debt and make distributions to our shareholders could be materially and

237、 adversely affected and the market price per share of our stock could decline significantly.Some statements in this report,including statements in the following risk factors,constitute forward-looking statements.Please refer to the section entitled“Cautionary Statement Regarding Forward-Looking Stat

238、ements.”Real Estate Industry Risks General economic conditions and the concentration of our properties in certain states may affect our ability to generate sufficient revenue to maintain our profitability.The market and economic conditions in our current markets may significantly affect manufactured

239、 home occupancy or rental rates.Occupancy and rental rates,in turn,may significantly affect our revenues,and if our communities do not generate revenues sufficient to meet our operating expenses,including debt service and capital expenditures,our cash flow and ability to pay or refinance our debt ob

240、ligations could be adversely affected.As a result of the geographic concentration of our properties in ten states in the Eastern United States,we are exposed to the risks of downturns in the local economy or other local real estate market conditions which could adversely affect occupancy rates,renta

241、l rates,and property values in these markets.Other factors that may affect general economic conditions or local real estate conditions include:the national and local economic climate,including that of the energy-market dependent Marcellus and Utica Shale regions,may be adversely impacted by,among ot

242、her factors,potential restrictions on drilling,plant closings,and industry slowdowns;local real estate market conditions such as the oversupply of manufactured homesites or a reduction in demand for manufactured homesites in an area;the number of repossessed homes in a particular market;the lack of

243、an established dealer network;the rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy rates;the safety,convenience and attractiveness of our properties and the neighborhoods where they are located;zoning or other regulatory

244、 restrictions;competition from other available manufactured home communities and alternative forms of housing(such as apartment buildings and single-family homes);our ability to provide adequate management,maintenance and insurance;a pandemic or other health crisis,such as the COVID-19 pandemic or o

245、ther highly infectious or contagious diseases;increased operating costs,including insurance premiums,real estate taxes and utilities;and the enactment of rent control laws or laws taxing the owners of manufactured homes.Our income would also be adversely affected if tenants were unable to pay rent o

246、r if sites were unable to be rented on favorable terms.If we were unable to promptly relet or renew the leases for a significant number of sites,-11-or if the rental rates upon such renewal or reletting were significantly lower than expected rates,then our business and results of operations could be

247、 adversely affected.In addition,certain expenditures associated with each property(such as real estate taxes and maintenance costs)generally are not reduced when circumstances cause a reduction in income from the property.We may be unable to compete with our larger competitors for acquisitions,which

248、 may increase prices for communities.The real estate business is highly competitive.We compete for manufactured home community investments with numerous other real estate entities,such as individuals,corporations,REITs and other enterprises engaged in real estate activities.In many cases,the competi

249、ng companies may be larger and better financed than we are,making it difficult for us to secure new manufactured home community investments.Competition among private and institutional purchasers of manufactured home community investments has resulted in increases in the purchase prices paid for manu

250、factured home communities and consequently higher fixed costs.To the extent we are unable to effectively compete in the marketplace,our business may be adversely affected.We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected.We acquire and inten

251、d to continue to acquire manufactured home communities on a select basis.Our acquisition activities and their success are subject to risks,including the following:if we enter into an acquisition agreement for a property,it is usually subject to customary conditions to closing,including completion of

252、 due diligence investigations to our satisfaction,which may not be satisfied;we may be unable to finance acquisitions on favorable terms;acquired properties may fail to perform as expected;the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;acquired

253、 properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local economy,lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures;and we may be unable to quickly and efficientl

254、y integrate new acquisitions,particularly acquisitions of portfolios of properties,into our existing operations.If any of the above were to occur,our business and results of operations could be adversely affected.In addition,we may acquire properties subject to liabilities and without any recourse,o

255、r with only limited recourse,with respect to unknown liabilities.As a result,if a liability were to be asserted against us based upon ownership of those properties,we might have to pay substantial sums to settle it,which could adversely affect our cash flow.We may be unable to finance or accurately

256、estimate or anticipate costs and timing associated with expansion activities.We periodically consider the expansion of existing communities and development of new communities.Our expansion and development activities are subject to risks such as:we may not be able to obtain financing with favorable t

257、erms for community development which may make us unable to proceed with the development;we may be unable to obtain,or may face delays in obtaining,necessary zoning,building and other governmental permits and authorizations,which could result in increased costs and delays,and even require us to aband

258、on development of a community entirely if we are unable to obtain such permits or authorizations;we may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred in connection with exploring such development opportunities;we

259、may be unable to complete construction and leaseup of a community on schedule resulting in increased debt service expense and construction costs;we may incur construction and development costs for a community which exceed our original estimates due to increased materials,labor or other costs,which c

260、ould make completion of the community uneconomical and we may not be able to increase rents to compensate for the increase in development costs which may impact our profitability;-12-we may be unable to secure longterm financing on completion of development resulting in increased debt service and lo

261、wer profitability;and occupancy rates and rents at a newly developed community may fluctuate depending on several factors,including market and economic conditions,which may result in the community not being profitable.If any of the above were to occur,our business and results of operations could be

262、adversely affected.We may be unable to sell properties when appropriate because real estate investments are illiquid.Real estate investments generally cannot be sold quickly and,therefore,will tend to limit our ability to vary our property portfolio promptly in response to changes in economic or oth

263、er conditions.In addition,the Code limits our ability to sell our properties.The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and make distributions to our shareholders.Our ability

264、 to sell manufactured homes may be affected by various factors,which may in turn adversely affect our profitability.S&F operates in the manufactured home market offering homes for sale to tenants and prospective tenants of our communities.The market for the sale of manufactured homes may be adversel

265、y affected by the following factors:downturns in economic conditions which adversely impact the housing market;an oversupply of,or a reduced demand for,manufactured homes;the ability of manufactured home manufacturers to adapt to change in the economic climate and the availability of units from thes

266、e manufacturers;the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria;and an increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured home sales.Any of the a

267、bove listed factors could adversely impact our rate of manufactured home sales,which would result in a decrease in profitability.Licensing laws and compliance could affect our profitability.Our subsidiary S&F is subject to the Secure and Fair Enforcement for Mortgage Licensing Act of 2008(“SAFE Act”

268、),which requires that we obtain appropriate licenses pursuant to the Nationwide Mortgage Licensing System&Registry in each state where S&F conducts business.There are extensive federal and state requirements mandated by the SAFE Act and other laws pertaining to financing,including the Dodd-Frank Wal

269、l Street Reform and Consumer Protection Act,and there can be no assurance that we will obtain or renew our SAFE Act licenses,which could result in fees and penalties and have an adverse impact on our ability to continue with our home financing activities.The termination of our third-party lending pr

270、ogram could adversely affect us.S&F currently relies exclusively on its third-party lending program for all loan origination and servicing activity.As a result,the termination of our third-party lending program could impact our ability to continue with our home financing activities.Costs associated

271、with taxes and regulatory compliance may reduce our revenue.We are subject to significant regulation that inhibits our activities and may increase our costs.Local zoning and use laws,environmental statutes and other governmental requirements may restrict expansion,rehabilitation and reconstruction a

272、ctivities.These regulations may prevent us from taking advantage of economic opportunities.Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could result in the imposition of fines or an award of damages to private

273、 litigants.Future legislation may impose additional requirements.We cannot predict what requirements may be enacted or amended or what costs we will incur to comply with such requirements.Costs resulting from changes in real estate laws,income taxes,service or other taxes may adversely affect our fu

274、nds from operations and our ability to pay or refinance our debt.Similarly,changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures,whic

275、h would adversely affect our business and results of operations.-13-Laws and regulations also govern the provision of utility services.Such laws regulate,for example,how and to what extent owners or operators of property can charge renters for provision of utilities.Such laws can also regulate the o

276、perations and performance of utility systems and may impose fines and penalties on real property owners or operators who fail to comply with these requirements.The laws and regulations may also require capital investment to maintain compliance.Rent control legislation may harm our ability to increas

277、e rents.State and local rent control laws in certain jurisdictions may limit our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements.In 2019,the State of New York enacted the Housing Stability and Tenant Protection Act of 2019,which,among ot

278、her things,set maximum collectible rent increases.Rent control also affects three of our manufactured home communities in New Jersey.Enactment of such laws has been considered at various times in other jurisdictions.We presently expect to continue to maintain properties,and may purchase additional p

279、roperties,in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.Environmental liabilities could affect our profitability.Under various federal,state and local laws,ordinances and regulations,an owner or operator of real estate is liable for

280、the costs of removal or remediation of certain hazardous substances at,on,under or in such property,as well as certain other potential costs relating to hazardous or toxic substances.Such laws often impose such liability without regard to whether the owner knew of,or was responsible for,the presence

281、 of such hazardous substances.A conveyance of the property,therefore,does not relieve the owner or operator from liability.As a current or former owner and operator of real estate,we may be required by law to investigate and clean up hazardous substances released at or from the properties we current

282、ly own or operate or have in the past owned or operated.We may also be liable to the government or to third parties for property damage,investigation costs and cleanup costs.In addition,some environmental laws create a lien on the contaminated site in favor of the government for damages and costs th

283、e government incurs in connection with the contamination.Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real estate as collateral.Persons who arrange for the disposal or treatment of hazardous substances also may be liable for the costs of removal

284、or remediation of such substances at a disposal or treatment facility owned or operated by another person.In addition,certain environmental laws impose liability for the management and disposal of asbestos-containing materials and for the release of such materials into the air.These laws may provide

285、 for third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.In connection with the ownership,operation,management,and development of real properties,we may be considered an owner or operator of such properties and,

286、therefore,are potentially liable for removal or remediation costs,and also may be liable for governmental fines and injuries to persons and property.When we arrange for the treatment or disposal of hazardous substances at landfills or other facilities owned by other persons,we may be liable for the

287、removal or remediation costs at such facilities.We are not aware of any environmental liabilities relating to our investment properties which would have a material adverse effect on our business,assets,or results of operations.However,we cannot assure you that environmental liabilities will not aris

288、e in the future and that such liabilities will not have a material adverse effect on our business,assets or results of operations.Of the 135 manufactured home communities we operated as of December 31,2023,46 have their own wastewater treatment facility or water distribution system,or both.At these

289、locations,we are subject to compliance with monthly,quarterly and yearly testing for contaminants as outlined by the individual states environmental protection agencies.In connection with the management of the properties or upon acquisition or financing of a property,the Company authorizes the prepa

290、ration of Phase I or similar environmental reports(which involves general inspections without soil sampling or ground water analysis)completed by independent environmental consultants.Based upon such environmental reports and the Companys ongoing review of its properties,as of the date of this Annua

291、l Report,the Company is not aware of any environmental condition with respect to any of its properties which it believes would be reasonably likely to have a material adverse effect on its financial condition and/or results of operations.However,these reports cannot reflect conditions arising after

292、the studies were completed,and no assurances can be given that existing environmental studies reveal all environmental liabilities,that any prior owner or operator of a property or neighboring owner or operator did not create any material environmental condition not known to us,or that a material en

293、vironmental condition does not otherwise exist as to any one or more properties.Some of our properties are subject to potential natural or other disasters.Certain of our manufactured home communities are located in areas that may be subject to natural disasters,including our manufactured home commun

294、ities in flood plains,in areas that may be adversely affected by tornados and in coastal regions that may be-14-adversely affected by increases in sea levels or in the frequency or severity of hurricanes,tropical storms or other severe weather conditions.The occurrence of natural disasters may delay

295、 redevelopment or development projects,increase investment costs to repair or replace damaged properties,increase future property insurance costs and negatively impact the tenant demand for lease space.To the extent insurance is unavailable to us or is unavailable on acceptable terms,or our insuranc

296、e is not adequate to cover losses from these events,our financial condition and results of operations could be adversely affected.Climate change may adversely affect our business.To the extent that significant changes in the climate occur in areas where our properties are located,we may experience e

297、xtreme weather and changes in precipitation and temperature,all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.Should the impact of climate change be material in nature,including significant property damage to o

298、r destruction of our properties,or occur for lengthy periods of time,our financial condition or results of operations may be adversely affected.In addition,changes in federal,state and local legislation and regulations based on concerns about climate change could result in increased capital expendit

299、ures on our properties(for example,to improve their energy efficiency and/or resistance to inclement weather)without a corresponding increase in revenue,resulting in adverse impacts to our net income.Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of ou

300、r properties which could adversely affect our business.We compete with other owners and operators of manufactured home community properties,some of which own properties similar to ours in the same submarkets in which our properties are located.The number of competitive manufactured home community pr

301、operties in a particular area could have a material adverse effect on our ability to attract tenants,lease sites and maintain or increase rents charged at our properties or at any newly acquired properties.In addition,other forms of multifamily residential properties,such as private and federally fu

302、nded or assisted multifamily housing projects and single-family housing,provide housing alternatives to potential tenants of manufactured home communities.If our competitors offer housing at rental rates below current market rates or below the rental rates we currently charge our tenants,we may lose

303、 potential tenants,and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants leases expire.Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.We generally maintain insurance policies

304、 related to our business,including casualty,general liability and other policies covering business operations,employees and assets.However,we may be required to bear all losses that are not adequately covered by insurance.In addition,there are certain losses that are not generally insured because it

305、 is not economically feasible to insure against them,including losses due to riots,acts of war or other catastrophic events.If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties,then we could lose the capital we invested in the properties,as

306、well as the anticipated profits and cash flow from the properties and,in the case of debt which is with recourse to us,we would remain obligated for any mortgage debt or other financial obligations related to the properties.Although we believe that our insurance programs are adequate,no assurance ca

307、n be given that we will not incur losses in excess of our insurance coverage,or that we will be able to obtain insurance in the future at acceptable levels and reasonable cost.Our investments are concentrated in the manufactured housing/residential sector and our business would be adversely affected

308、 by an economic downturn in that sector.Our investments in real estate assets are primarily concentrated in the manufactured housing/residential sector.This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included a mor

309、e significant portion of other sectors of the real estate industry.Our joint venture relationship with Nuveen Real Estate may subject us to risks,including limitations on our decision-making authority and the risk of disputes,which could adversely affect us.We have entered into joint venture arrange

310、ments with Nuveen Real Estate to acquire manufactured home communities that are recently developed or under development.We are required to contribute 40%of the capital required for investments by the joint venture entities.It is possible that our joint venture partner,Nuveen Real Estate,may have bus

311、iness interests,goals,priorities or concerns that are different from our business interests,goals,priorities or concerns.Although we manage the joint venture entities and their properties,we do not have full control over decisions and require approval of Nuveen Real Estate for major decisions.As a r

312、esult,we may face the risk of disputes,including potential deadlocks in making decisions.In addition,the joint venture agreements provide that until the capital contributions to the joint venture entities are fully funded or the joint venture is terminated,and unless Nuveen declines an acquisition p

313、roposed by us,the joint venture will be the exclusive vehicle for us to acquire any manufactured home communities that meet-15-the joint ventures investment guidelines.Nuveen Real Estate will have the right to remove and replace us as managing member of the joint venture entities and manager of the

314、joint ventures properties if we breach certain obligations or certain events occur,in which event Nuveen Real Estate may elect to buy out our interest in the applicable joint venture entity at 98%of its value.There are also significant restrictions on our ability to exit the joint venture.Any of the

315、se provisions could adversely affect us.Financing Risks We face risks generally associated with our debt.We finance a portion of our investments in properties and marketable securities through debt.We are subject to the risks normally associated with debt financing,including the risk that our cash f

316、low will be insufficient to meet required payments of principal and interest.In addition,debt creates other risks,including:rising interest rates on our variable rate debt;inability to repay or refinance existing debt as it matures,which may result in forced disposition of assets on disadvantageous

317、terms;refinancing terms less favorable than the terms of existing debt;and failure to meet required payments of principal and/or interest.To the extent we cannot refinance debt on favorable terms or at all,we may be forced to dispose of properties on disadvantageous terms or pay higher interest rate

318、s,either of which would have an adverse impact on our financial performance and ability to service debt and make distributions.We mortgage our properties,which subjects us to the risk of foreclosure in the event of non-payment.We mortgage many of our properties to secure payment of indebtedness.If w

319、e are unable to meet mortgage payments,then the property could be foreclosed upon or transferred to the mortgagee with a consequent loss of income and asset value.A foreclosure of one or more of our properties could adversely affect our financial condition,results of operations,cash flow,ability to

320、service debt and make distributions and the market price of our Series D Preferred Stock and Common Stock and any other securities we issue.We face risks associated with our dependence on external sources of capital.In order to qualify as a REIT,we are required each year to distribute to our shareho

321、lders at least 90%of our REIT taxable income,and we are subject to tax on our income to the extent it is not distributed.Because of this distribution requirement,we may not be able to fund all future capital needs from cash retained from operations.As a result,to fund capital needs,we rely on third-

322、party sources of capital,which we may not be able to obtain on favorable terms,if at all.Our access to third-party sources of capital depends upon a number of factors,including(i)general market conditions;(ii)the markets perception of our growth potential;(iii)our current and potential future earnin

323、gs and cash distributions;and(iv)the market price of our Series D Preferred Stock and Common Stock and any other securities we issue.Additional debt financing may substantially increase our debt-to-total capitalization ratio.Additional equity issuance may dilute the holdings of our current sharehold

324、ers.We may become more highly leveraged,resulting in increased risk of default on our obligations and an increase in debt service requirements which could adversely affect our financial condition and results of operations and our ability to pay distributions.We have incurred,and may continue to incu

325、r,indebtedness in furtherance of our activities.Our governing documents do not limit the amount of indebtedness we may incur.Accordingly,our Board of Directors may vote to incur additional debt and would do so,for example,if it were necessary to maintain our status as a REIT.We could therefore becom

326、e more highly leveraged,resulting in an increased risk of default on our obligations and in an increase in debt service requirements,which could adversely affect our financial condition and results of operations and our ability to pay distributions to shareholders.We are subject to risks associated

327、with the current interest rate environment,and changes in interest rates may affect our cost of capital and,consequently,our financial results.In 2022 and 2023,the U.S.Federal Reserve raised short term interest rates by a total of 4.25%and 1.00%,respectively.Although rates have recently stabilized,a

328、dditional interest rate increases may be possible.Changing interest rates may have unpredictable effects on markets,may result in heightened market volatility and may affect our ability to complete potential acquisitions.Because a portion of our debt bears interest at variable rates,in periods of ri

329、sing interest rates,such as the current interest rate environment,our cost of funds would increase,which could adversely affect our cash flows,financial condition and-16-results of operations,ability to make distributions to shareholders,and the cost of refinancing.and reduce our access to the debt

330、or equity capital markets.Increased interest rates could also adversely affect the value of our properties to the extent that it decreases the amount buyers may be willing to pay for our properties.Additionally,if we choose to hedge any interest rate risk,we cannot assure that any such hedge will be

331、 effective or that our hedging counterparty will meet its obligations to us.As a result,increased interest rates,including any future increases in interest rates,could adversely affect us.Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely affect o

332、ur financial condition.The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants,such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage.These covenants may limit our flexib

333、ility in our operations,and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations.If we were to default under our credit agreements,our financial condition would be adversely affected.A change in the U.S.government policy with regard to Fannie Mae and Freddie Mac could impact our financial c