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

~~_______________________________________________________________________________~~

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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

													June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
	THREE MONTHS ENDED						SIX MONTHS ENDED						THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021

INCOME:
Rental and Related Income	$	39,341		$	35,051		$	78,054		$	69,409		$	42,229		$	39,341		$	83,806		$	78,054
Sales of Manufactured Homes		9,618			5,033			14,037			8,248			6,994			9,618			11,285			14,037
Total Income		48,959			40,084			92,091			77,657			49,223			48,959			95,091			92,091

EXPENSES:
Community Operating Expenses		17,045			15,438			34,182			30,946			18,923			17,045			36,994			34,182
Cost of Sales of Manufactured Homes		7,017			3,617			10,488			6,018			4,837			7,017			7,820			10,488
Selling Expenses		1,362			1,279			2,493			2,376			1,214			1,362			2,369			2,493
General and Administrative Expenses		3,339			2,742			6,780			5,328			4,300			3,339			8,198			6,780
Depreciation Expense		11,184			10,272			22,192			20,499			11,984			11,184			23,701			22,192
Total Expenses		39,947			33,348			76,135			65,167			41,258			39,947			79,082			76,135

OTHER INCOME (EXPENSE):
Interest Income		792			691			1,609			1,408			1,068			792			1,978			1,609
Dividend Income		1,287			1,555			2,589			3,298			721			1,287			1,501			2,589
Gain (Loss) on Sales of Marketable Securities, net		436			0			(294	)		0			0			436			30,721			(294	)
Increase (Decrease) in Fair Value of Marketable Securities		9,291			13,411			19,510			(25,182	)		(10,044	)		9,291			(41,794	)		19,510
Other Income		152			166			299			329			196			152			416			299
Loss on Investment in Joint Venture														(136	)		0			(257	)		0
Interest Expense		(4,972	)		(4,195	)		(9,770	)		(8,620	)		(6,414	)		(4,972	)		(11,901	)		(9,770	)
Total Other Income (Expense)		6,986			11,628			13,943			(28,767	)		(14,609	)		6,986			(19,336	)		13,943

Income (Loss) before Gain (Loss) on Sales of Investment Property and Equipment		15,998			18,364			29,899			(16,277	)		(6,644	)		15,998			(3,327	)		29,899
Gain (Loss) on Sales of Investment Property and Equipment		5			(39	)		(18	)		(146	)		(44	)		5			(86	)		(18	)
Net Income (Loss)		16,003			18,325			29,881			(16,423	)		(6,688	)		16,003			(3,413	)		29,881
Less: Preferred Dividends		(7,600	)		(8,090	)		(14,639	)		(16,180	)		(7,600	)		(7,600	)		(15,200	)		(14,639	)
Less: Redemption of Preferred Stock														(8,190	)		0			(8,190	)		0
Net Income (Loss) Attributable to Common Shareholders	$	8,403		$	10,235		$	15,242		$	(32,603	)	$	(22,478	)	$	8,403		$	(26,803	)	$	15,242

Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted	$	0.18		$	0.25		$	0.34		$	(0.79	)	$	(0.41	)	$	0.18		$	(0.50	)	$	0.34

Weighted Average Common Shares Outstanding:
Basic		45,476			41,210			44,056			41,195			54,215			45,476			53,224			44,056
Diluted		46,628			41,526			45,008			41,195			54,215			46,628			53,224			45,008

													Number		Amount		Series C
	Common Stock						Preferred			Preferred			Common Stock				Preferred
	Issued and Outstanding						Stock			Stock			Issued and Outstanding				Stock
	Number			Amount			Series B			Series C			Number		Amount		Series C

Balance December 31, 2021														51,651	$	5,165	$	247,100

Common Stock Issued with the DRIP														72		7		0
Common Stock Issued through Restricted Stock Awards														114		11		0
Common Stock Issued through Stock Options														78		8		0
Common Stock Issued in connection with At-The-Market Offerings, net														1,585		159		0
Distributions														0		0		0
Stock Compensation Expense														0		0		0
Net Income														0		0		0

Balance March 31, 2022														53,500		5,350		247,100

Common Stock Issued with the DRIP														78		8		0
Common Stock Issued through Restricted Stock Awards														4		0		0
Common Stock Issued through Stock Options														226		23		0
Common Stock Issued in connection with At-The-Market Offerings, net														857		86		0
Preferred Stock Called for Redemption														0		0		(247,100	)
Distributions														0		0		0
Stock Compensation Expense														0		0		0
Net Loss														0		0		0

Balance June 30, 2022														54,665	$	5,467	$	0

Balance December 31, 2020		41,920		$	4,192		$	0		$	247,100			41,920	$	4,192	$	247,100

Common Stock Issued with the DRIP*		239			24			0			0
Common Stock Issued with the DRIP														239		24		0
Common Stock Issued through Restricted Stock Awards		297			30			0			0	��		297		30		0
Common Stock Issued through Stock Options		215			21			0			0			215		21		0
Repurchase of Preferred Stock		0			0			(13	)		0
Repurchase of Common Stock
Repurchase of Common Stock, shares
Common Stock Issued in connection with At-The-Market Offerings, net		352			35			0			0			352		35		0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0			0			0			0			0		0		0
Distributions		0			0			0			0			0		0		0
Stock Compensation Expense		0			0			0			0			0		0		0
Net Income		0			0			0			0			0		0		0

Balance March 31, 2021		43,023			4,302			0			247,100			43,023		4,302		247,100

Common Stock Issued with the DRIP*		70			7			0			0
Common Stock Issued with the DRIP														70		7		0
Common Stock Issued through Stock Options		400			40			0			0			400		40		0
Common Stock Issued in connection with At-The-Market Offerings, net		3,894			390			0			0			3,894		390		0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0			0			0			0			0		0		0
Distributions		0			0			0			0			0		0		0
Stock Compensation Expense		0			0			0			0			0		0		0
Net Income		0			0			0			0			0		0		0

Balance June 30, 2021		47,387		$	4,739		$	0		$	247,100			47,387	$	4,739	$	247,100

Balance December 31, 2019		41,130		$	4,113		$	95,030		$	243,750

Common Stock Issued with the DRIP*		133			13			0			0
Common Stock Issued through Restricted Stock Awards		26			3			0			0
Common Stock Issued through Stock Options		29			3			0			0
Repurchase of Preferred Stock		0			0			(13	)		0
Repurchase of Common Stock		(152	)		(15	)		0			0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0			0			0			0
Distributions		0			0			0			0
Stock Compensation Expense		0			0			0			0
Net Loss		0			0			0			0

Balance March 31, 2020		41,166			4,117			95,017			243,750

Common Stock Issued with the DRIP*		157			15			0			0
Repurchase of Common Stock		(22	)		(2	)		0			0
Distributions		0			0			0			0
Stock Compensation Expense		0			0			0			0
Net Income		0			0			0			0
Net Income (Loss)		0			0			0			0

Balance June 30, 2020		41,301		$	4,130		$	95,017		$	243,750

							June 30, 2022			June 30, 2021
	SIX MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2021			June 30, 2020			June 30, 2022			June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	29,881		$	(16,423	)	$	(3,413	)	$	29,881
Non-Cash items included in Net Income (Loss):
Depreciation		22,192			20,499			23,701			22,192
Amortization of Financing Costs		450			410			939			450
Stock Compensation Expense		1,524			887			2,301			1,524
Provision for Uncollectible Notes and Other Receivables		631			740			611			631
Loss on Sales of Marketable Securities, net		294			0
(Gain) Loss on Sales of Marketable Securities, net								(30,721	)		294
(Increase) Decrease in Fair Value of Marketable Securities		(19,510	)		25,182			41,794			(19,510	)
Loss on Sales of Investment Property and Equipment		18			146			86			18
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes		1,997			4,209			(22,333	)		1,997
Notes and Other Receivables, net of notes acquired with acquisitions		(5,422	)		(3,359	)		(4,912	)		(5,422	)
Prepaid Expenses and Other Assets		589			(2,270	)		(1,555	)		589
Accounts Payable		1,224			(285	)		298			1,224
Accrued Liabilities and Deposits		(1,079	)		820			(1,614	)		(1,079	)
Tenant Security Deposits		414			436			233			414
Net Cash Provided by Operating Activities		33,203			30,992			5,415			33,203

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities		(18,926	)		0			(17,306	)		(18,926	)
Purchase of Investment Property and Equipment		(29,908	)		(37,666	)		(28,646	)		(29,908	)
Proceeds from Sales of Investment Property and Equipment		1,253			1,124			1,887			1,253
Additions to Land Development Costs		(8,951	)		(7,457	)		(8,733	)		(8,951	)
Purchase of Marketable Securities		(9	)		(690	)		(10	)		(9	)
Proceeds from Sales of Marketable Securities		6,968			0			55,752			6,968
Net Cash Used in Investing Activities		(49,573	)		(44,689	)
Investment in Joint Venture								(2,073	)		0
Net Cash Provided by (Used in) Investing Activities								871			(49,573	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Payments on Short-Term Borrowings		(23,615	)		(17,733	)
Proceeds from Mortgages								25,643			0
Net Proceeds (Payments) from Short-Term Borrowings								11,493			(23,615	)
Principal Payments of Mortgages		(5,597	)		(4,256	)		(8,787	)		(5,597	)
Proceeds from Bonds Issuance								102,670			0
Financing Costs on Debt								(5,285	)		0
Proceeds from At-The-Market Preferred Equity Program, net of offering costs		53,213			63,132			0			53,213
Proceeds from At-The-Market Common Equity Program, net of offering costs		84,702			0			58,236			84,702
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments reinvestments		3,553			1,670
Repurchase of Preferred Stock, net		0			(12	)
Repurchase of Common Stock, net		0			(1,830	)
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments								1,498			3,553
Proceeds from Exercise of Stock Options		7,311			306			3,213			7,311
Preferred Dividends Paid		(14,639	)		(16,180	)		(15,200	)		(14,639	)
Common Dividends Paid, net of Dividend Reinvestments		(14,892	)		(13,159	)		(19,780	)		(14,892	)
Net Cash Provided by Financing Activities		90,036			11,938			153,701			90,036

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		73,666			(1,759	)
Net Increase in Cash, Cash Equivalents and Restricted Cash								159,987			73,666
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		28,593			18,996			125,026			28,593
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	102,259		$	17,237		$	285,013		$	102,259

UMH Properties, Inc., a Maryland corporation, ~~together with~~and its subsidiaries (“we”, “our”, “us” or “the Company”) operates as a real estate investment trust (“REIT”) deriving its income primarily from real estate rental operations. The Company owns and operates ~~127~~130 manufactured home communities containing approximately ~~24,000~~24,400 developed homesites as of June 30, ~~2021.~~2022. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. The Company also has an ownership interest in and operates one community in Florida through its joint venture with Nuveen Real Estate. The Company, through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (“S&F”), ~~also~~ sells manufactured homes to residents and prospective residents in ~~its~~our communities. Inherent in the operations of manufactured home communities are site vacancies. S&F was established to fill these vacancies and enhance the value of the communities. The Company also owns a portfolio of REIT securities which the Company generally limits to no more than approximately 15% of its undepreciated assets. The consolidated financial statements of the Company include S&F and all of its other wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The Company’s 127 residential communities remain open and operational. The effects of the COVID-19 pandemic did not significantly impact the Company’s operating results for the three and six months ended June 30, 2021. However, the future effects of the evolving impact of the COVID-19 pandemic are uncertain.

The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company is subject to franchise taxes in some of the states in which the Company owns property.

The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions.

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

~~In the normal course of business, the Company is exposed to financial market risks, including interest rate risk on its variable rate debt.~~ The Company ~~attempts~~accounts for its investment in its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to ~~limit these risks~~exercise significant influence, but not control, over the operating and financial decisions of the joint venture. Under the equity method of accounting, the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by ~~following established risk management policies, procedures~~distributions received and ~~strategies, including~~increased by contributions made. The income or loss is allocated in accordance with the ~~use~~provisions of ~~derivative financial instruments.~~the operating agreement. The ~~Company’s primary strategy~~carrying value of the investment in ~~entering into derivative contracts~~the joint venture is ~~to minimize the variability that~~reviewed for other than temporary impairment whenever events or changes in ~~interest rates could have on its future cash flows. The Company generally employs derivative instruments~~circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that ~~effectively convert a portion~~are considered in evaluation of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. The Company previously entered into various interest rate swap agreements that have had the ~~effect~~existence of fixing interest rates relative to specific mortgage loans. As of December 31, 2020 and June 30, 2021, these agreements had expired and the Company does not have any interest rate swap agreements in effect.impairment indicators (See Note 5).

We account for our leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute.

We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of June 30, ~~2021,~~2022, the right-of-use assets and corresponding lease liabilities of $~~3.7~~3.4 million are included in prepaid expenses and other assets and accrued liabilities and deposits on the consolidated balance sheets.

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


2021	$	217
2022		423	$	207
2023		391		391
2024		391		391
2025		391		391
2026				391
Thereafter		19,495		19,123

Total Lease Payments	$	21,308	$	20,894

The weighted average remaining lease term for these leases is ~~163.3~~164.8 years. The right of use assets and lease liabilities ~~was~~were calculated using an interest rate of 5%.

The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in prepaid expenses and other assets on the consolidated balance sheets.

The following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):

	6/30/21		12/31/20		6/30/20		12/31/19		6/30/22		12/31/21		6/30/21		12/31/20

Cash and Cash Equivalents	$	90,096	$	15,336	$	10,970	$	12,902	$	275,807	$	116,175	$	90,096	$	15,336
Restricted Cash		12,163		13,257		6,267		6,094		9,206		8,851		12,163		13,257
Cash, Cash Equivalents And Restricted Cash	$	102,259	$	28,593	$	17,237	$	18,996	$	285,013	$	125,026	$	102,259	$	28,593

On January 1, 2018, the Company adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services.

Rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements, which are accounted for with the site lease as a single lease under ASC 842.

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

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

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

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

On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. As of June 30, ~~2021~~2022 and ~~2020,~~2021, the Company had notes receivable of $~~48.2~~56.1 million and $~~38.3~~48.2 million, net the fair value adjustment of $~~1.0~~1.1 million and $~~0.8~~1.0 million, respectively. Notes receivable are presented as a component of notes and other receivables, net on our consolidated balance sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes.

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

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

For the three and six months ended June 30, 2022, common stock equivalents resulting from employee stock options to purchase 3.5 million shares of common stock were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive. For the three and six months ended June 30, 2021, common stock equivalents resulting from employee stock options to purchase 2.8 million shares of common stock amounted to 1.2 million and 952,000 shares, respectively, which were included in the computation of Diluted Net Income (Loss) per Share. ~~For the six months ended June 30, 2020, common stock equivalents resulting from employee stock options to purchase~~ ~~3.3~~ million shares of common stock were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive. For the three months ended June 30, 2020, common stock equivalents resulting from employee stock options to purchase ~~3.3~~ ~~million shares of common stock amounted to~~ ~~316,000~~ ~~shares, which were included in the computation of Diluted Net Income (Loss) per Share.~~

On ~~January 8, 2021,~~March 31, 2022, the Company acquired ~~Deer Run,~~Center Manor, located in ~~Dothan, Alabama,~~Monaca, Pennsylvania, for approximately $~~4.6~~5.8 million. This community contains a total of ~~195~~96 developed homesites that are situated on approximately 3318 total acres. At the date of acquisition, the average occupancy for this community was approximately 3783%.

On ~~January 21, 2021,~~May 3, 2022, the Company acquired ~~Iris Winds,~~Mandell Trails, located in ~~Sumter, South Carolina,~~Butler, Pennsylvania, for approximately $~~3.4~~7.4 million. This community contains a total of ~~142~~132 developed homesites that are situated on approximately 2465 total acres. At the date of acquisition, the average occupancy for this community was approximately 4970%.

On ~~June 1, 2021,~~May 25, 2022, the Company acquired ~~Bayshore~~La Vista Estates, located in ~~Sandusky, Ohio,~~Dothan, Alabama, for approximately $~~10.3~~3.9 million. This community contains a total of ~~206~~139 developed homesites that are situated on approximately 5636 total acres. At the date of acquisition, the average occupancy for this community was approximately 866%.

The Company has evaluated these acquisitions and has determined that they should be accounted for as acquisitions of assets. As such, we have allocated the total cash consideration, including transaction costs of approximately $~~630,000~~253,000 for the six months ended June 30, ~~2021,~~2022, to the individual assets acquired on a relative fair value basis. The following table summarizes our purchase price allocation for the assets acquired for the six months ended June 30, ~~2021~~2022 (in thousands):

	At Acquisition Date		At Acquisition Date
Assets Acquired:
Land	$	1,014	$	3,431
Depreciable Property		17,715		13,875
Other		197
Total Assets Acquired	$	18,926	$	17,306

See Note 1213 for the Unaudited Pro Forma Financial Information relating to these acquisitions.

The Company’s business plan includes the purchase of value-add communities, redevelopment, development and expansion of communities. The Company capitalizes payroll for those individuals responsible for and who spend their time on the execution and supervision of development activities and capital projects. Salaries and benefits capitalized to land development were approximately $1.6 million for the six months ended June 30, 2022.

The Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a fair value of $~~115.4~~46.9 million as of June 30, ~~2021,~~2022, which represents ~~7.7~~2.7% of undepreciated assets. The Company generally limits its investment in marketable securities to no more than approximately 15% of its undepreciated assets. The REIT securities portfolio provides the Company with additional liquidity and additional income and serves as a proxy for real estate when more favorable risk adjusted returns are not available.

~~During the three and six months ended June 30,~~As of December 31, 2021, the ~~Company sold~~Company’s securities ~~with a cost basis of $2.0~~ ~~million and $7.3~~ ~~million, respectively, and recognized a gain on sales of $436,000~~ ~~and a loss on sales of $294,000, respectively. As of June 30, 2021, the Company owned a total of~~portfolio included 2.7 million shares of common ~~shares~~stock of Monmouth Real Estate Investment Corporation (“MREIC”), representing 2.7% of the total MREIC shares outstanding. The Company’s Chairman of the Board was also the Chairman of MREIC and there were three other Company Directors who were also directors and shareholders of MREIC. In February 2022, MREIC was acquired by a ~~related REIT,~~third party pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the Company and MREIC’s other shareholders receiving a cash payment of $21.00 per share in cancellation of their MREIC common shares. The merger consideration received by the Company on February 28, 2022 for its 2.7 million shares of MREIC common stock totaled approximately $55.7 million. These shares had been acquired by the Company at a ~~total~~ cost of approximately $~~25.0~~25 million, ~~and~~which resulted in a ~~fair value~~gain of approximately $~~49.7~~30.7 million.

As of June 30, ~~2021,~~2022, the Company had total net unrealized losses of $~~19.8~~56.1 million in its REIT securities portfolio. For the three and six months ended June 30, ~~2021,~~2022, the Company recorded ~~an increase~~a decrease of $~~9.3~~10.0 million and $~~19.5~~41.8 million, respectively, in the fair value of these marketable ~~securities.~~securities, as the gain on the MREIC common stock became realized as a result of the MREIC merger. The Company held ~~eleven~~fourteen securities that had unrealized losses as of June 30, ~~2021. The Company normally holds REIT securities long-term and has the ability and intent to hold these securities to recovery.~~2022.

On December 8, 2021, the Company and Nuveen Real Estate, a part of Nuveen Global Investments LLC (“Nuveen”), established a joint venture for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The terms of the joint venture are set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement provides for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments by up to an additional $100 million and to extend the commitment period for up to an additional four years. Committed capital will be funded 60% by Nuveen and 40% by the Company on a parity basis.

On December 22, 2021, the Company, through its joint venture with Nuveen Real Estate, closed on the acquisition of a newly developed all-age, manufactured home community located in Sebring, Florida for a total purchase price of $22.2 million. This community contains 219 developed homesites. It is situated on approximately 39 acres. The Company manages this community on behalf of the joint venture.

The Company accounts for this joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.

On November 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The Facility is syndicated with two banks led by BMO Capital Markets Corp. (“BMO”), as sole lead arranger and sole book runner, with Bank of Montreal as administrative agent, and includes JPMorgan Chase Bank, N.A. (“J.P. Morgan”) as the sole syndication ~~agent.~~agent. The Amendment provided for an increase from $50 million in available borrowings to $75 million in available borrowings with a $50 million accordion feature, bringing the total potential availability up to $125 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extended the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the Facility is limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The Amendment increased the value of the Borrowing Base communities by reducing the capitalization rate applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base from 7.5% to 7.0%. On February 5, 2021, the Company entered into a Second Amendment to Amended and Restated Credit Agreement with BMO to further reduce the capitalization rate from 7.0% to 6.5%.. As of June 30, ~~2021,~~2022, the amount outstanding under the Facility was $4525 million and the interest rate was ~~1.59~~2.62%.

The following is a summary of our loans payable as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

	6/30/2021						12/31/2020						6/30/2022						12/31/2021
	Amount			Rate			Amount			Rate			Amount			Rate			Amount			Rate

Margin Loan	$	0			0.75	%	$	17,608			0.75	%
Unsecured line of credit		45,000			1.59	%		45,000			1.65	%	$	25,000			2.62	%	$	25,000			1.60	%
Floorplan inventory financing		7,739			4.37	%		13,087			4.44	%		22,438			4.85	%		10,945			4.38	%
FirstBank rental home financing		5,000			3.50	%		5,000			3.50	%		5,000			3.50	%		5,000			3.50	%
OceanFirst notes receivable financing		6,000			3.25	%		6,000			3.25	%		6,000			4.00	%		6,000			3.25	%
Other		0			0	%		658			4.22	%
Total Loans Payable		63,739			2.23	%		87,353			2.12	%		58,438			3.69	%		46,945			2.66	%
Unamortized debt issuance costs		(229	)					(344	)					(63	)					(188	)
Loans Payable, net of unamortized debt issuance costs	$	63,510			2.24	%	$	87,009			2.13	%	$	58,375			3.70	%	$	46,757			2.67	%

On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, or the 2027 Bonds, in an offering to investors in Israel. The Company received $98.7 million, net of offering expenses. The 2027 Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS) and were issued pursuant to a Deed of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as trustee. The 2027 Bonds pay interest at a rate of 4.72% per year. Interest on the 2027 Bonds is payable semi-annually on August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and on the final maturity date of February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future downgrade by two or more notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the Deed of Trust, the interest rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate, would not exceed 1.25% per annum. As of June 30, 2022, the Company is in compliance with these covenants.

Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed of Trust. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to affect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.

The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to shareholders equity and to earnings, and customary events of default. The 2027 Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933).

The following is a summary of our mortgages payable as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

	6/30/2021						12/31/2020						6/30/2022						12/31/2021
	Amount			Rate			Amount			Rate			Amount			Rate			Amount			Rate

Fixed rate mortgages	$	470,693			3.81	%	$	476,390			3.81	%	$	473,559			3.77	%	$	456,702			3.75	%
Unamortized debt issuance costs		(4,479	)					(4,913	)					(4,748	)					(4,135	)
Mortgages Payable, net of unamortized debt issuance costs	$	466,214			3.84	%	$	471,477			3.85	%	$	468,811			3.81	%	$	452,567			3.79	%

In August 2020, the Company financed 28 of its previously unencumbered communities, containing approximately 4,100 sites, under a Federal National Mortgage Association (“Fannie Mae”) credit facility through Wells Fargo Bank, N.A. for total proceeds of approximately $106 million. On March 15, 2022, the Company completed the addition of approximately 1,100 homes to this credit facility for total proceeds of approximately $25.6 million. This addition is coterminous with the remaining term of the existing facility, which matures in 2030. Interest is at a fixed rate of 4.25%.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the weighted average loan maturity of mortgages payable was ~~5.5~~4.9 ~~years~~ and ~~6.0~~5.2 years, respectively.

On February 8, 2022, the Company’s common stock was approved for listing on the TASE. Trading of the common stock on the TASE began on February 9, 2022. The Company’s common stock continues to be listed on the NYSE.

On June 15, ~~2021,~~2022, the Company paid total cash dividends of $~~8.6~~10.9 million or $~~0.19~~0.20 per share to common shareholders of record as of the close of business on May ~~17, 2021~~,16, 2022, of which $~~865,000~~605,000 was reinvested in the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). On July 1, ~~2021,~~2022, the Company declared a dividend of $~~0.19~~0.20 per share to be paid September 15, ~~2021~~2022 to common shareholders of record as of the close of business on August ~~16, 2021.~~15, 2022

During the six months ended June 30, ~~2021,~~2022, the Company received, including dividends reinvested of $~~1.8~~1.5 million, a total of $~~5.3~~3.0 million from its DRIP. There were ~~309,000~~150,000 shares issued under the DRIP during this period.

On January ~~13, 2021,~~12, 2022, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “Repurchase Program”) that authorizes us to repurchase up to $25 million in the aggregate of the Company’s common stock. Purchases under the Repurchase Program may be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability. The Repurchase Program does not require the Company to acquire any particular amount of common stock and may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. For the three and six months ended June 30, ~~2021,~~2022, the Company did not repurchase any shares of its Common Stock.

On ~~June 30, 2020,~~August 16, 2021, the Company entered into an Equity Distribution Agreement (“(the “2021 Common ATM Program”) with BMO Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley ~~FBR,~~Securities, Inc. ~~(“B Riley”)~~, Compass Point Research & Trading, LLC, ~~D.A. Davidson & Co.,~~and Janney Montgomery Scott ~~LLC, and J.P. Morgan Securities~~ LLC, as distribution agents (the “Distribution Agents”) ~~permitting~~ under which the Company was permitted to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $100million from time to time through the Distribution Agents. Sales of the shares of Common Stock under the 2021 Common ATM Program ~~will be~~were made in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or on any other existing trading market for the Common Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. ~~Shares~~In January 2022, 300,000 shares of Common Stock were issued and sold under the 2021 Common ATM Program at a weighted average price of $26.82 per share, generating gross proceeds of $8.0 million and net proceeds of $7.9 million, after offering expenses. Following the sales of Common Stock during 2021 and January 2022 under the 2021 Common ATM Program, no additional shares remained available for sale under the 2021 Common ATM Program.

On March 7, 2022, the Company entered into a new Equity Distribution Agreement (the “2022 Common ATM Program”) with the Distribution Agents under which the Company may offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $150 million from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the 2022 Common ATM Program are ~~offered pursuant to~~made in “at the ~~Company’s Registration Statement on Form S-3 (File No. 333-238321), filed with~~market offerings” as defined in Rule 415 under the Securities Act of 1933, including, without limitation, sales made directly on or through the NYSE or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and ~~Exchange Commission (the “SEC”)~~block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on ~~May 15, 2020, and declared effective on June 1, 2020 (the “2020 Registration Statement”),~~mutually agreed terms between the Distribution Agents and the ~~prospectus dated June 1, 2020 included in~~Company. The Company began selling shares under the ~~2020 Registration Statement~~2022 Common ATM Program on March 8, 2022 and ~~the related prospectus supplement dated~~through June 30, ~~2020. For the six months ended June 30, 2021,~~2022, ~~4.2~~ 2.1million shares of Common Stock were issued and sold at a weighted average price of $~~20.26~~ 23.94per share, generating gross proceeds of $8651.3.0 million and net proceeds of $~~84.7~~ 50.3million, after offering expenses. As of June 30, ~~2021,~~2022, $1298.7.0 million of common stock remained eligible for sale under the 2022 Common ATM Program.

On June 15, ~~2021,~~2022, the Company paid $4.2 million in dividends or $0.421875 per share for the period from March 1, 2021 through May 31, ~~2021~~2022 to holders of record as of the close of business on May ~~17, 2021~~16, 2022 of our 6.75% Series C Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share (“Series C Preferred Stock”). Dividends on our Series C Preferred Stock are cumulative and payable quarterly at an annual rate of $1.6875 per share. ~~Total dividends paid to our~~

On June 16, 2022, the Company issued a notice of redemption for its Series C Preferred Stock, ~~shareholders~~pursuant to which all 9.9 million issued and outstanding shares of Series C Preferred Stock were redeemed on July 26, 2022 (the “Redemption Date”) at a redemption price equal to the $25.00 per share liquidation preference of the Series C Preferred Stock plus accrued and unpaid dividends to, but not including, the Redemption Date in an amount of $0.2578 per share, for a total payment of $25.2578 per share (the “Redemption Price”). As a result of our redemption notice, the Company recognized a preferred share redemption charge of approximately $8.2 million for the six months ended June 30, ~~2021 amounted~~2022, related to $~~8.3~~ ~~million.~~

~~On July 1, 2021,~~ the ~~Company declared~~original issuance costs. As of June 30, 2022, as a ~~dividend~~result of $~~0.421875~~ ~~per share for~~ the ~~period from June 1, 2021 through August 31, 2021 to be paid on~~ ~~September 15, 2021~~ toredemption notice, the Series C Preferred Stock ~~shareholders~~was reclassified out of ~~record~~Shareholders’ Equity and recorded as ofa liability on the ~~close of business on August 16, 2021.~~Company’s Consolidated Balance Sheet. See Note 12 for additional detail.

On June 15, ~~2021,~~2022, the Company paid $3.4 million in dividends or $0.3984375 per share for the period from March 1, ~~2021~~2022 through May 31, ~~2021~~2022 to holders of record as of the close of business on May ~~17, 2021~~16, 2022 of our 6.375% Series D Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share (“Series D Preferred Stock”). Dividends on our Series D Preferred Stock are cumulative and payable quarterly at an annual rate of $1.59375 per share. ~~Total dividends paid to our Series D Preferred Stock shareholders for the six months ended June 30, 2021 amounted to $6.3~~ ~~million.~~

On July 1, ~~2021,~~2022, the Company declared a dividend of $0.3984375per share for the period from June 1, ~~2021~~2022 through August 31, ~~2021~~2022 to be paid on September 15, ~~2021~~2022 to Series D Preferred ~~Stock~~ shareholders of record as of the close of business on August ~~16, 2021.~~15, 2022.

On July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (“New Preferred ATM Program”) with B. Riley, as distribution agent, under which the Company may offer and sell shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $~~100~~ million. Sales of shares under the New Preferred ATM Program are made in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any other existing trading market for the Series C Preferred Stock or Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. Shares of Series C Preferred Stock and/or Series D Preferred Stock sold under the New Preferred ATM Program are offered pursuant to the Company’s 2020 Registration Statement and are sold and issued pursuant to the Company’s prospectus dated June 1, 2020 included in the 2020 Registration Statement and the related prospectus supplement dated July 22, 2020. The New Preferred ATM Program replaced the Company’s previous at-the-market sales program for its Series C Preferred Stock and/or Series D Preferred Stock. During the six months ended June 30, 2021, ~~2.2~~ ~~million shares of Series D Preferred Stock were issued and sold at a weighted average price of $24.89~~ ~~per share, generating total gross proceeds of $54.1~~ ~~million and total net proceeds of $53.2~~ ~~million, after offering expenses. As of June 30, 2021, $12.2~~ ~~million in shares of Series C Preferred Stock and/or Series D Preferred Stock remained eligible for sale under the New Preferred ATM Program.~~

~~On June 16, 2021, the shareholders approved and ratified an amendment of the Company’s Amended and Restated 2013 Incentive Award (the Plan). The amendment provides for an additional~~ ~~3,000,000~~ ~~common shares for future grant of option awards, restricted stock awards, or other stock-based awards.~~

The Company accounts for awards of stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.” ASC 718-10 requires that compensation ~~cost~~costs for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $1.1 and $2.3 million have been recognized for the three and six months ended June 30, 2022, respectively, and $774,000 and $1.5 million have been recognized for the three and six months ended June 30, 2021, ~~respectively, and $313,000~~ ~~and $887,000~~ ~~have been recognized for the three and six months ended June 30, 2020,~~ respectively.

On January ~~13, 2021,~~12, 2022, the Company awarded a total of 25,000 shares of restricted stock to five employees. The grant date fair value of these restricted stock grants was $~~370,000~~613,000. These grants vest ratably over 5 years.

On January ~~13, 2021,~~12, 2022, the Company awarded a total of ~~16,500~~5,508 shares of common stock to ~~the~~nine members of our Board of Directors. The grant date fair value of these awards was $~~244,000~~135,000.

On ~~January 29, 2021,~~March 23, 2022, the Company awarded ~~special restricted stock grants totaling~~a total of ~~146,572~~5,598 shares of common stock to ~~five employees for their successful efforts on the~~ ~~August 2020 groundbreaking Federal National Mortgage Association (“Fannie Mae”) financing at 2.62%, the proceeds~~nine members of ~~which were used to redeem~~ our ~~8% Series B Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00~~ ~~per share.~~Board of Directors. The grant date fair value of these ~~restricted stock grants~~awards was $~~3.2~~135,000 ~~million, which will be expensed over the vesting period. Vesting of these grants is subject to both time and performance-based vesting criteria as follows:~~.

On March ~~18, 2021,~~25, 2022, the Company awarded a total of ~~108,500~~78,000 shares of restricted stock to ~~four~~two employees. The grant date fair value of these restricted stock grants was $~~2.1~~1.9 million. These grants vest ratably over 5 years.

On March ~~18, 2021,~~28, 2022, the Company granted options to purchase ~~159,400~~ 470,800shares of common stock to ~~forty-two~~forty-five participants in the Company’s Amended and Restated 2013 Incentive Award Plan. The grant date fair value of these options amounted to $~~327,000~~2.1. million. These grants vest ratably over 5 five years.

On June 15, 2022, the Company awarded a total of 3,933 shares of common stock to nine members of our Board of Directors. The grant date fair value of these awards was $68,000.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the six months ended June 30, ~~2021:~~2022:

During the six months ended June 30, ~~2021, thirty-two~~2022, fourteen participants exercised options to purchase a total of ~~615,000~~304,160 shares of common stock at a weighted-average exercise price of $~~11.89~~10.56 per share for total proceeds of $~~7.3~~3.2 million. The aggregate intrinsic value of options exercised was $~~5.1~~3.2 million.

As of June 30, ~~2021,~~2022, there were options outstanding to purchase ~~2.8~~ 3.5million shares, with an aggregate intrinsic value of $~~25.7~~ 12.3million. There were ~~2.9~~ 1.8million shares available for grant under the ~~Plan, after giving effect to the above-described amendment to the Plan approved by shareholders on June 16, 2021.~~Amended and Restated 2013 Incentive Award Plan.

In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

	Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
			Quoted Prices		Significant						Quoted Prices
			In Active		Other		Significant				In Active		Significant
			Markets for		Observable		Unobservable				Markets for		Other		Significant
			Identical Assets		Inputs		Inputs				Identical		Observable		Unobservable
	Total		(Level 1)		(Level 2)		(Level 3)				Assets		Inputs		Inputs
As of June 30, 2021:
									Total		(Level 1)		(Level 2)		(Level 3)
As of June 30, 2022:
Marketable Securities - Preferred stock	$	2,045	$	2,045	$	0	$	0	$	912	$	912	$	0	$	0
Marketable Securities - Common stock		113,384		113,384		0		0		46,020		46,020		0		0
Total	$	115,429	$	115,429	$	0	$	0	$	46,932	$	46,932	$	0	$	0

As of December 31, 2020:
As of December 31, 2021:
Marketable Securities - Preferred stock	$	2,601	$	2,601	$	0	$	0	$	1,740	$	1,740	$	0	$	0
Marketable Securities - Common stock		100,571		100,571		0		0		112,008		112,008		0		0
Total	$	103,172	$	103,172	$	0	$	0	$	113,748	$	113,748	$	0	$	0

In addition to the Company’s investment in marketable securities at fair value, the Company is required to disclose certain information about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates of fair value are made at a specific point in time, based upon, where available, relevant market prices and information about the financial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. All of the Company’s marketable securities have quoted market prices. However, for a portion of the Company’s other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

The fair value of cash and cash equivalents and notes receivable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable rate loans payable approximate their current carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest. As of June 30, ~~2021,~~2022, the estimated fair value of fixed rate mortgages payable amounted to $~~481.4~~460.9 million and the carrying value of fixed rate mortgages payable amounted to $~~470.7~~473.6 million.

From time to time, the Company may be subject to claims and litigation in the ordinary course of business. Management does not believe that any such claims or litigation will have a material adverse effect on the financial position or results of operations.

The Company has an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage can provide financing for home purchasers in the Company’s communities. The Company does not receive referral fees or other cash compensation under the agreement. If 21st Mortgage makes loans to purchasers and those purchasers default on their loans and 21st Mortgage repossesses the homes securing such loans, the Company has agreed to purchase from 21st Mortgage each such repossessed home for a price equal to 80% to 95% of the amount under each such loan, subject to certain adjustments. This agreement may be terminated by either party with 30 days written notice. As of June 30, ~~2021,~~2022, the total loan balance under this agreement was approximately $~~1.5~~1.1 million. Additionally, 21st Mortgage previously made loans to purchasers in certain communities we acquired. In conjunction with these acquisitions, the Company has agreed to purchase from 21st Mortgage each repossessed home, if those purchasers default on their loans. The purchase price ranges from 55% to 100% of the amount under each such loan, subject to certain adjustments. As of June 30, ~~2021,~~2022, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $~~1.8~~1.3 million. Although this agreement is still active, this program is not being utilized by the Company’s new customers as a source of financing.

S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If a loan application does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included in notes and other receivables is approximately $~~41.1~~51.0 million of loans that the Company acquired under the COP Program as of June 30, ~~2021.~~2022.

The Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of December 8, 2021 with an affiliate of Nuveen Real Estate, which governs the joint venture formed between the Company and Nuveen Real Estate. The LLC Agreement provides for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments by up to an additional $100 million and to extend the commitment period for up to an additional four years. The Company is required to fund 40% of the committed capital and Nuveen is required to fund 60%. All such funding will be on a parity basis. (See Note 5).

Cash paid for interest during the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 was $~~10.1~~11.7 million and $~~8.8~~10.1 million, respectively. Interest cost capitalized to land development was $~~693,000~~712,000 and $~~547,000~~693,000 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company had Dividend Reinvestments of $~~1.8~~1.5 million and $~~1.7~~1.8 million, respectively, which required no cash transfers.

Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were issued.

On July 14, ~~2021,~~2022, the Company ~~granted options to purchase~~ ~~608,500~~ ~~shares of common stock to forty-six participants~~acquired Hidden Creek, located in ~~the Company’s Amended and Restated 2013 Incentive Award Plan. The grant date fair value of these options amounted to~~Erie, Michigan, for approximately $~~1.5~~21.1 million. ~~These grants vest ratably over~~This community contains a total of 5351 ~~years.~~developed homesites that are situated on approximately 88 total acres. At the date of acquisition, the average occupancy for this community was approximately 63%.

On July ~~28, 2021,~~26, 2022, pursuant to its June 16, 2022 notice of redemption, the Company ~~paid down~~redeemed all 9.9 million issued and outstanding shares of its ~~current balance~~6.75% Series C Preferred Stock at a redemption price of $25.00 per share liquidation preference plus accrued and unpaid dividends to, but not including, the July 26, 2022 redemption date in an amount of $0.2578 per share, for a total payment of $25.2578 per share, or $249.6 million.

In conjunction with the Series C Preferred Stock redemption, on ~~its floorplan financing. In addition, on August 2, 2021,~~July 22, 2022, the Company ~~paid~~drew down $2050 million on its ~~unsecured line of credit.~~credit facility.

In July 2022, the Company invested $8 million in UMH OZ Fund, LLC (“OZ Fund”), a new entity recently formed by the Company. The OZ Fund will acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department. The OZ Fund was designed to allow the Company and any other investors in the OZ Fund to defer the tax on recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH will manage the OZ Fund and will receive certain management fees.

The following unaudited pro forma condensed financial information reflects the acquisitions during ~~2020~~2021 and ~~2021.~~through July 2022. This information has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from the properties acquired during this period assuming that the acquisitions had occurred as of the first day of the applicable period, after giving effect to certain adjustments including: (a) rental and related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions; and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands).

	6/30/21		6/30/20		6/30/21		6/30/20			6/30/22			6/30/21		6/30/22			6/30/21
	Three Months Ended				Six Months Ended					Three Months Ended					Six months Ended
	6/30/21		6/30/20		6/30/21		6/30/20			6/30/22			6/30/21		6/30/22			6/30/21

Rental and Related Income	$	39,557	$	35,789	$	78,606	$	70,885		$	42,507		$	39,972	$	84,554		$	79,408
Community Operating Expenses		17,077		15,799		34,275		31,668			19,045			17,345		37,321			34,844
Net Income (Loss) Attributable to Common Shareholders		8,512		10,247		15,504		(32,581	)		(22,573	)		8,283		(27,007	)		14,983
Net Income (Loss) Attributable to Common Shareholders Per Share – Basic	$	0.19	$	0.25	$	0.35	$	(0.79	)
Net Income (Loss) Attributable to Common Shareholders Per Share –Diluted	$	0.18	$	0.25	$	0.34	$	(0.79	)
Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted										$	(0.42	)	$	0.18	$	(0.51	)	$	0.34

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~The following discussion is intended to provide certain information regarding the impacts of the COVID-19 pandemic on our business and management’s efforts to respond to those impacts.~~

~~We continue to monitor our operations and government recommendations and have taken steps to make the safety, security and welfare of our employees, their families and our residents a top priority.~~

Collections are consistent with pre-pandemic levels and we have collected 95% of July site and home rent as of today’s date. Many of our are benefitting from the federal government’s funding of the Emergency Rental Assistance Programs that have been enacted in each state.

The impact of the COVID-19 pandemic remains uncertain and dependent on future developments (including the ongoing roll-out of vaccines and their efficacy). We will continue to monitor these rapidly evolving developments and respond in the best interests of our employees, residents and shareholders. At this time, we believe that the COVID-19 pandemic and its consequences will not have a material adverse effect on our operations.

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and footnotes thereto included elsewhere herein and in the Company’s annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The Company is a Maryland corporation that operates as a self-administered, self-managed Real Estate Investment Trust (“REIT”) with headquarters in Freehold, New Jersey. The Company’s primary business is the ownership and operation of manufactured home communities, which includes leasing manufactured home spaces on an annual or month-to-month basis to ~~residential manufactured homeowners.~~residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells and finances the sale of manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land.

As of June 30, ~~2021,~~2022, the Company owned and operated ~~127~~130 manufactured home communities containing approximately ~~24,000~~24,400 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. The Company also has an ownership interest in and operates one community in Florida through its joint venture with Nuveen Real Estate.

The Company earns income from the operation of its manufactured home communities, leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes and the brokering of home sales and revenue under cable service agreements as well as from appreciation in the values of the manufactured home communities and vacant land owned by the Company. In addition, the Company receives property management and other fees from its joint venture with Nuveen Real Estate. Management views the Company as a single segment based on its method of internal reporting in addition to its allocation of capital and resources. The Company also invests in equity securities of other REITs which the Company generally limits to no more than approximately 15% of its undepreciated assets. As of June 30, ~~2021,~~2022, the securities portfolio represented ~~7.7%~~2.7% of undepreciated assets.

The Company believes that its capital structure, which allows for the ownership of assets using a balanced combination of equity obtained through the issuance of common stock, preferred stock and debt, will enhance shareholder returns as the properties appreciate over time.

The Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. This has resulted in increased occupancy rates and improved operating results. For the three and six months ended June 30, ~~2021,~~2022, rental and related income increased ~~12%~~7% from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased ~~14%~~5% and 7%, respectively. Same property NOI, which includes communities owned and operated as of January 1, ~~2020,~~2021, increased ~~15%~~5% for the six months ended June 30, ~~2021~~2022 over the prior year period, ~~driven by~~primarily due to a ~~280 basis point~~rental rate increase ~~in occupancy to 87.1%~~of 5%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. ~~There is no assurance that the Company can continue~~In addition, on behalf of our recently-formed joint venture with Nuveen Real Estate, we will seek opportunities to ~~buy existing~~acquire manufactured home communities that are under development and/or newly developed and meet ~~the requirements of the business plan or that the demand for rental homes will continue in the future.~~certain other investment guidelines.

Sales of manufactured homes ~~increased 70%~~decreased 20% during the six months ended June 30, ~~2021~~2022 from the prior year. Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers substantial comparative value that should ~~continue to~~ result in increased demand.

The macro-economic environment and current housing fundamentals continue to favor home rentals. Rental homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of affordable housing. We continue to see strong demand for rental homes. We have added an additional ~~352~~151 rental homes during the first six months of ~~2021.~~2022. This brought the total number of rental homes to approximately ~~8,600~~8,900 rental homes, or ~~40.0%~~36.3% of total sites. Occupied rental homes represented approximately ~~35.9%~~40.2% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at ~~95.9%~~94.6% as of June 30, ~~2021.~~2022. We compare favorably with other types of rental housing, including apartments, and we will continue to allocate capital to rental home purchases, as demand dictates. We anticipate ~~ordering a total of~~adding approximately ~~800~~700 - ~~900~~800 rental homes in ~~2021.~~2022.

During the six months ended June 30, 2021, the Company acquired three communities, located in Alabama, South Carolina and Ohio, containing a total of 543 homesites on 113 acres for an aggregate purchase price of approximately $18.3 million.

The following is a summary of the communities acquired during the six months ended June 30, ~~2021~~2022 (in thousands):

See PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for a more complete discussion of the economic and industry-wide factors relevant to the Company and the opportunities and challenges, and risks on which the Company is focused.

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

On a regular basis, management evaluates our assumptions, judgments and estimates. Management believes there have been no material changes to the items that we disclosed as our significant accounting policies and estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

In addition to the results reported in accordance with GAAP, management’s discussion and analysis of financial condition and results of operations include certain non-GAAP financial measures that in management’s view of the business we believe are meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. These non-GAAP financial measures as determined and presented by us may not be comparable to related or similarly titled measures reported by other companies and include Community Net Operating Income (“Community NOI”), Funds from Operations Attributable to Common Shareholders (“FFO”) and Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”).

We define Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses. We believe that Community NOI is helpful to investors and analysts as a direct measure of the actual operating results of our manufactured home communities, rather than our Company overall. Community NOI should not be considered a substitute for the reported results prepared in accordance with GAAP. Community NOI should not be considered as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.

The Company’s Community NOI for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 is calculated as follows (in thousands):

	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	6/30/21		6/30/20		6/30/21		6/30/20		6/30/22		6/30/21		6/30/22		6/30/21

Rental and Related Income	$	39,341	$	35,051	$	78,054	$	69,409	$	42,229	$	39,341	$	83,806	$	78,054
Less: Community Operating Expenses		17,045		15,438		34,182		30,946		18,923		17,045		36,994		34,182
Community NOI	$	22,296	$	19,613	$	43,872	$	38,463	$	23,306	$	22,296	$	46,812	$	43,872

We assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S. of America (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.

FFO and Normalized FFO (i) do not represent cash flow from operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.

The Company’s FFO and Normalized FFO attributable to common shareholders for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 are calculated as follows (in thousands):

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	6/30/21			6/30/20			6/30/21			6/30/20			6/30/22			6/30/21			6/30/22			6/30/21

Net Income (Loss) Attributable to Common Shareholders	$	8,403		$	10,235		$	15,242		$	(32,603	)	$	(22,478	)	$	8,403		$	(26,803	)	$	15,242
Depreciation Expense		11,184			10,272			22,192			20,499			11,984			11,184			23,701			22,192
Depreciation Expense from Unconsolidated Joint Venture														86			0			167			0
(Gain) Loss on Sales of Depreciable Assets		(5	)		39			18			146			44			(5	)		86			18
(Increase) Decrease in Fair Value of Marketable Securities		(9,291	)		(13,411	)		(19,510	)		25,182			10,044			(9,291	)		41,794			(19,510	)
(Gain) Loss on Sales of Marketable Securities, net		(436	)		-0-			294			-0-			0			(436	)		(30,721	)		294
FFO Attributable to Common Shareholders		9,855			7,135			18,236			13,224			(320	)		9,855			8,224			18,236

Adjustments:
Redemption of Preferred Stock														8,190			0			8,190			0
Non- Recurring Other Expense ⁽¹⁾		426			-0-			746			-0-			825			426			1,256			746
Normalized FFO Attributable to Common Shareholders	$	10,281		$	7,135		$	18,982		$	13,224		$	8,695		$	10,281		$	17,670		$	18,982

The following are the cash flows provided (used) by operating, investing and financing activities for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

	Six Months Ended						Six Months Ended
	6/30/21			6/30/20			6/30/22		6/30/21

Operating Activities	$	33,203		$	30,992		$	5,415	$	33,203
Investing Activities		(49,573	)		(44,689	)		871		(49,573	)
Financing Activities		90,036			11,938			153,701		90,036

Rental and related income increased ~~12%~~7% from ~~$35.1 million for the three months ended June 30, 2020 to~~ $39.3 million for the three months ended June 30, ~~2021.~~2021 to $42.2 million for the three months ended June 30, 2022. Rental and related income increased ~~12%~~7% from ~~$69.4 million for the six months ended June 30, 2020 to~~ $78.1 million for the six months ended June 30, ~~2021.~~2021 to $83.8 million for the six months ended June 30, 2022. This increase was primarily due to the acquisitions made during ~~2020~~2021 and ~~2021,~~2022, as well as increases in rental rates and same property occupancy and additional rental homes. The Company has been raising rental rates by approximately 3% to 4% annually at most communities. Same property occupancy ~~has increased 280 basis points from 84.3%~~remained stable at 86.7% as of June 30, ~~2020 to 87.1% at June 30, 2021.~~2021 and 2022. Occupied rental homes increased ~~12%~~2% from approximately ~~7,400 homes at June 30, 2020 to~~ 8,300 homes at June 30, ~~2021.~~2021 to 8,400 homes at June 30, 2022.

Community operating expenses increased ~~10%~~11% from ~~$15.4 million for the three months ended June 30, 2020 to~~ $17.0 million for the three months ended June 30, ~~2021. This increase was primarily due~~2021 to ~~new acquisitions, travel, insurance, real estate taxes and payroll and personnel costs.~~$18.9 million for the three months ended June 30, 2022. Community operating expenses increased ~~10%~~8% from ~~$30.9 million for the six months ended June 30, 2020 to~~ $34.2 million for the six months ended June 30, ~~2021. This increase was~~2021 to $37.0 million for the six months ended June 30, 2022. These increases were primarily due to ~~new acquisitions,~~ an increase in ~~snow~~personnel costs, real estate taxes, insurance and ~~tree removal costs~~water and ~~payroll and personnel costs.~~sewer expenses.

Community NOI increased ~~14%~~5% from ~~$19.6 million for the three months ended June 30, 2020 to~~ $22.3 million for the three months ended June 30, ~~2021. Community NOI increased 14% from $38.5~~2021 to $23.3 million for the ~~six~~three months ended June 30, ~~2020 to~~2022. Community NOI increased 7% from $43.9 million for the six months ended June 30, ~~2021.~~2021 to $46.8 million for the six months ended June 30, 2022. These increases were primarily due to the acquisitions during ~~2020~~2021 and ~~2021~~2022 and increases in rental rates, occupancy and rental homes. The Company’s operating expense ratio (defined as community operating expenses divided by rental and related income) was ~~43.3%~~44.8% and ~~44.0%~~43.3% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The Company’s Operating Expense Ratio was ~~43.8%~~44.1% and ~~44.6%~~43.8% for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Many recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Because most of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue to improve. Since the Company has the ability to increase its rental rates annually, increasing costs due to inflation and changing prices have generally not had a material effect on ~~revenues~~revenue and income from continuing operations.

Sales of manufactured homes ~~increased 91%~~decreased 27% from ~~$5.0 million, or 82 homes, for the three months ended June 30, 2020 to~~ $9.6 million, or 120 homes, for the three months ended June 30, ~~2021.~~2021 to $7.0 million, or 86 homes, for the three months ended June 30, 2022. Sales of manufactured homes ~~increased 70%~~decreased 20% from ~~$8.2 million, or 144 homes, for the six months ended June 30, 2020 to~~ $14.0 million, or 193 homes, for the six months ended June 30, ~~2021.~~2021 to $11.3 million, or 147 homes, for the six months ended June 30, 2022. Cost of sales of manufactured homes amounted to ~~$7.0~~$4.8 million and ~~$3.6~~$7.0 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Cost of sales of manufactured homes amounted to ~~$10.5~~$7.8 million and ~~$6.0~~$10.5 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The gross profit percentage was ~~27%~~31% and ~~28%~~27% for the three months ended June 30, 2022 and 2021, respectively, and ~~2020, respectively. The gross profit percentage was~~31% and 25% ~~and 27%~~ for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to ~~$1.4~~$1.2 million and ~~$1.3~~$1.4 million for the three months ended June 30, 2022 and 2021, ~~and 2020, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $2.5~~respectively, and $2.4 million and $2.5 million for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~Income (Loss)~~Gain (loss) from the sales operations (defined as sales of manufactured homes less cost of sales of manufactured homes less selling expenses less interest on the financing of inventory) amounted to ~~income~~a gain of $876,000 or 13% of total sales and a gain of $1.2 million or 12% ~~of total sales and income of $118,000 or 2%~~ of total sales for the three months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~Income (Loss)~~Gain (loss) from the sales operations amounted to ~~income~~a gain of ~~$929,000~~$979,000 or 7%9% of total sales and a ~~loss~~gain of ~~$197,000~~$929,000 or 2%7% of total sales for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.

Home prices have continued their rise as fewer sellers are listing homes and inventories decline. ~~The~~With the passage of time, the inherent relative affordability of our property type becomes more and more apparent, which should result in increased demand. The Company continues to be optimistic about future sales and rental prospects given the fundamental need for affordable housing. The Company believes that sales of new homes produce new rental revenue and represent an investment in the upgrading of our communities.

General and administrative expenses increased ~~22%~~29% from ~~$2.7 million for the three months ended June 30, 2020 to~~ $3.3 million for the three months ended June 30, ~~2021.~~2021 to $4.3 million for the three months ended June 30, 2022. General and administrative expenses increased ~~27%~~21% from ~~$5.3 million for the six months ended June 30, 2020 to~~ $6.8 million for the six months ended June 30, ~~2021.~~2021 to $8.2 million for the six months ended June 30, 2022. These increases were mainly due to an increase in personnel costs, including an increase in ~~the bonus accrual based on FFO metrics, an increase in~~ stock-based compensation, including the cost of previously issued special restricted stock grants for the ~~recent~~ groundbreaking Fannie Mae financing completed in 2020, and ~~an increase in matching contributions associated with our 401(k) Plan.~~other non-recurring expenses for the joint venture, early extinguishment of debt and other legal expenses. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 8.4% and 8.3% for the three and six months ended June 30, 2022, respectively, as compared to 6.5% and 7.4% for the three and six months ended June 30, 2021, respectively. Without the special bonus and restricted stock grants and the non-recurring expenses, this percentage was 6.8% and 7.0% for the three and six months ended June 30, ~~2021,~~2022, respectively, as compared to ~~6.5% and 6.4% for the three and six months ended June 30, 2020, respectively. Without the special bonus and restricted stock grants, this percentage was~~ 5.7% and 6.2% for the three and six months ended June 30, 2021, respectively.

Depreciation expense increased 9%7% from ~~$10.3 million for the three months ended June 30, 2020 to~~ $11.2 million for the three months ended June 30, ~~2021. Depreciation expense increased 8% from $20.5~~2021 to $12.0 million for the ~~six~~three months ended June 30, ~~2020 to~~2022. Depreciation expense increased 7% from $22.2 million for the six months ended June 30, ~~2021.~~2021 to $23.7 million for the six months ended June 30, 2022. This increase was primarily due to the acquisitions ~~in 2020 and 2021~~ and the increase in rental homes during ~~2020~~2021 and ~~2021.~~2022.

Interest income increased ~~15%~~35% from ~~$691,000 for the three months ended June 30, 2020 to~~ $792,000 for the three months ended June 30, ~~2021. Interest income increased 14% from $1.4~~2021 to $1.1 million for the ~~six~~three months ended June 30, ~~2020 to~~2022. Interest income increased 23% from $1.6 million for the six months ended June 30, ~~2021.~~2021 to $2.0 million for the six months ended June 30, 2022. This increase was primarily due to an increase in the average balance of notes receivable from ~~$35.2 million at June 30, 2020 to~~ $43.8 million at June 30, ~~2021.~~2021 to $55.1 million at June 30, 2022.

Dividend income decreased ~~17%~~44% from ~~$1.6 million for the three months ended June 30, 2020 to~~ $1.3 million for the three months ended June 30, ~~2021. Dividend income decreased 21% from $3.3 million~~2021 to $721,000 for the ~~six~~three months ended June 30, ~~2020 to~~2022. Dividend income decreased 42% from $2.6 million for the six months ended June 30, ~~2021.~~2021 to $1.5 million for the six months ended June 30, 2022. This decrease was due to reduced dividends from the reduction of our securities ~~holdings.~~portfolio. Dividends received from our marketable securities investments were at a weighted average yield of approximately ~~4.2%~~5.9% and ~~5.5%~~4.2% at June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The Company recognized a gain on sales of marketable securities of $30.7 million for the six months ended June 30, 2022 as a result of the cash consideration received in the MREIC merger. The Company recognized a gain on sales of marketable securities of $436,000 for the three months ended June 30, 2021 and a loss on sales of marketable securities of $294,000 for the six months ended June 30, 2021. Increase (decrease) in fair value of marketable securities decreased from a gain of ~~$13.4 million for the three months ended June 30, 2020 to a gain of~~ $9.3 million for the three months ended June 30, ~~2021.~~2021 to a loss of $10.0 million for the three months ended June 30, 2022. Increase (decrease) in fair value of marketable securities ~~increased~~decreased from ~~a loss of $25.2 million for the six months ended June 30, 2020 to~~ a gain of $19.5 million for the six months ended June 30, ~~2021.~~2021 to a loss of $41.8 million for the six months ended June 30, 2022. As of June 30, ~~2021,~~2022, the Company had total net unrealized losses of ~~$19.8~~$56.1 million in its REIT securities portfolio. ~~It is the Company’s intent to hold these marketable securities long-term.~~

Interest expense, including amortization of financing costs, increased ~~19%~~29% from ~~$4.2 million for the three months ended June 30, 2020 to~~ $5.0 million for the three months ended June 30, ~~2021.~~2021 to $6.4 million for the three months ended June 30, 2022. Interest expense, including amortization of financing costs, increased ~~13%~~22% from ~~$8.6 million for the six months ended June 30, 2020 to~~ $9.8 million for the six months ended June 30, ~~2021.~~2021 to $11.9 million for the six months ended June 30, 2022. This ~~was primarily~~increase is mainly due to ~~an increase in~~interest on the average balance of our mortgage and loans payable from $446.6 million at June 30, 2020 to $544.1 million at June 30, 2021. This increase was primarily due to the August 2020 Fannie Mae financing of $106 million.Series A Bonds.

Total investment property and equipment increased 4%3% or ~~$45.8~~$43.0 million during the six months ended June 30, ~~2021.~~2022. The Company acquired three communities ~~totaling 543~~with 367 developed homesites for ~~an aggregate purchase price of~~ approximately ~~$18.3~~$17.1 million. The Company also added ~~352~~151 rental homes to its communities during the first six months of ~~2021.~~2022. The Company’s occupancy rate on its rental homes portfolio ~~increased 130 basis points during the quarter and~~ was ~~95.9%~~94.6% at June 30, ~~2021~~2022 as compared to ~~94.6%~~95.5% at December 31, ~~2020.~~2021.

Marketable securities ~~increased 12%~~decreased 59% or ~~$12.3~~$66.8 million during the six months ended June 30, ~~2021.~~2022. This ~~increase~~decrease was due to a net ~~increase~~decrease in the fair value of ~~$19.5~~$41.8 million, ~~offset by sales with a cost basis of $7.2 million.~~primarily due to the MREIC merger.

Mortgages payable, net of unamortized debt issuance costs, ~~remained relatively stable~~increased 4% or $16.2 million during the six months ended June 30, ~~2021.~~2022. This increase was due to a new mortgage of $25.6 million offset by principal payments of $8.8 million.

Loans payable, net of unamortized debt issuance costs, ~~decreased 27%~~increased 25% or ~~$23.5~~$11.6 million during the six months ended June 30, ~~2021.~~2022. This ~~decrease~~increase was ~~mainly~~ due to ~~a decrease~~an increase of ~~$17.6 million on our margin loan and a decrease of $5.3~~$11.5 million on our revolving lines of credit for the financing of home sales and the purchase of inventory.

During the six months ended June 30, 2022, the Company also issued $102.7 million of its new 4.72% Series A Bonds due 2027.

The Company’s focus is on real estate investments, including investment in rental homes. Additionally, the Company invests in marketable debt and equity securities of other REITs. The REIT securities portfolio provides the Company with liquidity and additional income and serves as a proxy for real estate when more favorable risk adjusted returns are not available. The Company generally limits its marketable securities investments to no more than approximately 15% of its undepreciated assets.

The Company’s principal liquidity demands have historically been, and are expected to continue to be, distributions to the Company’s shareholders, acquisitions, capital improvements, development and expansions of properties, debt service, purchases of manufactured home inventory and rental homes, financing of manufactured home sales and payments of expenses relating to real estate operations. We anticipate that the liquidity demands of the recent properties acquired will be met by the operations of these acquisitions. The Company’s ability to generate cash adequate to meet these demands is dependent primarily on income from its real estate investments and marketable securities portfolio, the sale of real estate investments and marketable securities, refinancing of mortgage debt, leveraging of real estate investments, availability of bank borrowings, lines of credit, and other incurrence of indebtedness, proceeds from the DRIP, and access to the capital markets, including through its 2022 Common ~~ATM Program and its New Preferred~~ ATM Program.

In addition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions. The Company may sell marketable securities from its investment portfolio, borrow on its unsecured credit facility or lines of credit, incur other indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets, including through the Company’s ATM Programs. In order to provide financial flexibility to opportunistically access the capital markets, the Company has implemented ~~both~~ a 2022 Common ATM ~~Program and a New Preferred ATM~~ Program. The 2022 Common ATM Program allows the Company to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to ~~$100~~$150 million from time to time through the Distribution Agents. The New Preferred ATM Program allows the Company to offer and sell shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $100 million from time to time.

The Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. In addition, on behalf of our recently-formed joint venture with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities that are under development and/or newly developed and meet certain other investment guidelines. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. The growth of our real estate portfolio and success of our joint venture depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing. Competition in the market areas in which the Company operates is significant. To the extent that funds or appropriate communities are not available, fewer acquisitions will be made.

The Company continues to strengthen its capital and liquidity positions. Through our New Preferred ATM Program, the Company issued and sold a total of 2.2 million shares of our Series D Preferred Stock generating gross proceeds of $54.1 million and net proceeds after offering expenses of $53.2 million duringDuring the six months ended June 30, ~~2021.~~2022, the Company issued and sold 2.4 million shares of Common Stock through our Common ATM Programs, at a weighted average price of $24.29 per share, generating gross proceeds of $59.3 million and net proceeds of $58.2 million, after offering expenses.

During the six months ended June 30, ~~2021,~~2022, the Company also issued $102.7 million of its new 4.72% Series A Bonds due 2027 in an offering to investors in Israel and ~~sold 4.2~~received $98.7 million ~~shares of Common Stock through our Common ATM Program at a weighted average price of $20.26 per share, generating gross proceeds of $86.0 million and~~in net proceeds, ~~of $84.7 million,~~ after offering expenses.

~~As of June 30, 2021, $12.0 million of common stock remained available for sale under~~In addition, the ~~Common ATM Program and~~ ~~$12.2 million in shares of Series C Preferred Stock and/or Series D Preferred Stock remained available for sale under the New Preferred ATM Program.~~

~~The~~ Company ~~also~~ raised ~~$5.3~~$3.0 million from the issuance of common stock in the DRIP during the six months ended June 30, ~~2021,~~2022, which included Dividend Reinvestments of ~~$1.8~~$1.5 million. Dividends paid on the common stock for the six months ended June 30, ~~2021~~2022 were ~~$16.7~~$21.3 million, of which ~~$1.8~~$1.5 million were reinvested. Dividends paid on the Series C Preferred Stock and the Series D Preferred Stock for the six months ended June 30, ~~2021~~2022 totaled ~~$14.6~~$15.2 million.

Net cash provided by operating activities amounted to ~~$33.2~~$5.4 million and ~~$31.0~~$33.2 million for the six months ended June 30, 2022 and 2021, ~~and 2020.~~respectively. As of June 30, ~~2021,~~2022, the Company had cash and cash equivalents of ~~$90.1~~$275.8 million, marketable securities of ~~$115.4~~$46.9 million, approximately ~~$34.8~~$30.1 million available on our revolving lines of credit for the financing of home sales and purchases of inventory, $15 million available on our line of credit secured by rental homes and rental homes leases and ~~$30~~$50 million available on our unsecured credit facility, with an additional $50 million potentially available pursuant to an accordion feature. Subsequent to quarter end, the Company drew down $50 million on its credit facility.

On July 26, 2022, pursuant to its June 16, 2022 notice of redemption, the Company redeemed all 9.9 million issued and outstanding shares of its 6.75% Series C Preferred Stock at a redemption price of $25.00 per share liquidation preference plus accrued and unpaid dividends to, but not including, the July 26, 2022 redemption date in an amount of $0.2578 per share, for a total payment of $25.2578 per share, or $249.6 million.

The Company owns ~~127~~130 communities, of which 2332 are unencumbered. Except for 13 communities in the borrowing base for our unsecured credit facility, these unencumbered communities can be used to raise additional funds. Our marketable securities, unencumbered properties, and lines of credit provide the Company with additional liquidity. The Company also holds a 40% equity interest in its joint venture with Nuveen Real Estate, which owns one newly developed community that is unencumbered.

As of June 30, ~~2021,~~2022, the Company had total assets of ~~$1.2~~$1.4 billion and total liabilities of ~~$559.4~~$901.4 million. The Company’s net debt (net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of June 30, ~~2021~~2022 was approximately ~~22%~~19% and the Company’s net debt, less securities to total market capitalization as of June 30, ~~2021~~2022 was approximately ~~16%~~17%. As of June 30, ~~2021,~~2022, the Company had mortgages totaling ~~$14.6~~$58.8 million due within the next 12 months. The Company believes that it has the ability to meet its obligations and to generate funds for new investments.

The following discussion is intended to provide certain information regarding the impacts of the COVID-19 pandemic on our business and management’s efforts to respond to those impacts.

We continue to monitor our operations and government recommendations and have taken steps to make the safety, security and welfare of our employees, their families and our residents a top priority.

Collections are consistent with pre-pandemic levels and we have collected 93% of July 2022 site and home rent as of today’s date. Some of our residents benefitted from the federal government’s funding of the Emergency Rental Assistance Programs that were enacted in each state.

The impact of the COVID-19 pandemic remains uncertain and dependent on future developments, including the possible emergence of new variants of the original virus and the ongoing roll-out of vaccines and their efficacy. We will continue to monitor these rapidly evolving developments and respond in the best interests of our employees, residents and shareholders. At this time, we believe that the COVID-19 pandemic and its consequences will not have a material adverse effect on our operations.

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

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

You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. The forward-looking statements contained in this Form 10-Q speak only as of the date hereof and the Company expressly disclaims any obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

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

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

There were no changes in the Company’s internal control over financial reporting during the quarterly period ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Maryland		22-1890929
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		identification number)

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $.10 par value	UMH	New York Stock Exchange
~~6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value~~	~~UMH PRC~~	~~New York Stock Exchange~~
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value	UMH PRD	New York Stock Exchange

Large accelerated ~~filer~~	☐	~~Accelerated~~ filer	☒	Accelerated filer	☐
Non-accelerated filer	☐☐	Smaller reporting company	☐
		Emerging growth company	☐

Class		Outstanding Common Shares as of August ~~2, 2021~~1, 2022
Common Stock, $.10 par value per share		~~47,414,834~~54,694,978

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

PART I - FINANCIAL INFORMATION
			Item 1.Financial Statements
~~Item 1.~~	~~Financial Statements~~

	Consolidated Balance Sheets	3

	Consolidated Statements of Income (Loss)	5

	Consolidated Statements of Shareholders’ Equity	6

	Consolidated Statements of Cash Flows	8

	Notes To Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3436

Item 4.	Controls and Procedures	34
		36
PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	3537

Item 1A.	Risk Factors	3537

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3537

Item 3.	Defaults Upon Senior Securities	3537

Item 4.	Mine Safety Disclosures	3537

Item 5.	Other Information	3537

Item 6.	Exhibits	36
		38
SIGNATURES	3739


	June 30, 2021 (Unaudited)			December 31, 2020
- ASSETS -

Investment Property and Equipment
Land	$	74,928		$	73,704
Site and Land Improvements		681,814			656,721
Buildings and Improvements		28,480			28,153
Rental Homes and Accessories		369,054			349,905
Total Investment Property		1,154,276			1,108,483
Equipment and Vehicles		23,244			22,572
Total Investment Property and Equipment		1,177,520			1,131,055
Accumulated Depreciation		(294,118	)		(272,823	)
Net Investment Property and Equipment		883,402			858,232

Other Assets
Cash and Cash Equivalents		90,096			15,336
Marketable Securities at Fair Value		115,429			103,172
Inventory of Manufactured Homes		23,453			25,450
Notes and Other Receivables, net		51,406			46,414
Prepaid Expenses and Other Assets		18,301			19,984
Land Development Costs		29,776			20,825
Total Other Assets		328,461			231,181

TOTAL ASSETS	$	1,211,863		$	1,089,413

	June 30, 2022			December 31, 2021
	(Unaudited)
- ASSETS -
Investment Property and Equipment
Land	$	79,326		$	74,963
Site and Land Improvements		739,241			716,211
Buildings and Improvements		32,627			30,450
Rental Homes and Accessories		395,988			383,467
Total Investment Property		1,247,182			1,205,091
Equipment and Vehicles		25,377			24,437
Total Investment Property and Equipment		1,272,559			1,229,528
Accumulated Depreciation		(338,825	)		(316,073	)
Net Investment Property and Equipment		933,734			913,455

Other Assets
Cash and Cash Equivalents		275,807			116,175
Marketable Securities at Fair Value		46,932			113,748
Inventory of Manufactured Homes		45,992			23,659
Notes and Other Receivables, net		59,660			55,359
Prepaid Expenses and Other Assets		19,045			17,135
Land Development Costs		31,085			22,352
Investment in Joint Venture		11,010			8,937
Total Other Assets		489,531			357,365

TOTAL ASSETS	$	1,423,265		$	1,270,820

	June 30, 2021 (Unaudited)			December 31, 2020
- LIABILITIES AND SHAREHOLDERS’ EQUITY -

LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	$	466,214		$	471,477

Other Liabilities:
Accounts Payable		5,614			4,390
Loans Payable, net of unamortized debt issuance costs		63,510			87,009
Accrued Liabilities and Deposits		16,217			17,296
Tenant Security Deposits		7,847			7,433
Total Other Liabilities		93,188			116,128
Total Liabilities		559,402			587,605

Commitments and Contingencies		-

Shareholders’ Equity:
Series C – 6.75% Cumulative Redeemable Preferred Stock, par value $0.10 per share, 13,750 shares authorized; 9,884 shares issued and outstanding as of June 30, 2021 and December 31, 2020		247,100			247,100
Series D – 6.375% Cumulative Redeemable Preferred Stock, par value $0.10 per share, 9,300 shares authorized; 8,609 and 6,434 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		215,219			160,854
Common Stock - $0.10 par value per share; 140,364 shares authorized; 47,387 and 41,920 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		4,739			4,192
Excess Stock - $0.10 par value per share; 3,000 shares authorized; 0 shares issued or outstanding as of June 30, 2021 and December 31, 2020		0			0
Additional Paid-In Capital		210,767			115,026
Undistributed Income (Accumulated Deficit)		(25,364	)		(25,364	)
Total Shareholders’ Equity		652,461			501,808

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,211,863		$	1,089,413

	Preferred Stock Series D		Additional Paid-In Capital			Undistributed Income (Accumulated Deficit)			Total Shareholders’ Equity

Balance December 31, 2020	$	160,854	$	115,026		$	(25,364	)	$	501,808

Common Stock Issued with the DRIP*		0		3,838			0			3,862
Common Stock Issued through Restricted Stock Awards		0		(30	)		0			0
Common Stock Issued through Stock Options		0		2,567			0			2,588
Repurchase of Preferred Stock		0		1			0			(12	)
Repurchase of Common Stock
Repurchase of Common Stock, shares
Common Stock Issued in connection with At-The-Market Offerings, net		0		6,550			0			6,585
Preferred Stock Issued in connection with At-The-Market Offerings, net		31,591		(727	)		0			30,864
Distributions		0		(1,209	)		(13,878	)		(15,087	)
Stock Compensation Expense		0		750			0			750
Net Income		0		0			13,878			13,878

Balance March 31, 2021		192,445		126,765			(25,364	)		545,248

Common Stock Issued with the DRIP*		0		1,469			0			1,476
Common Stock Issued through Stock Options		0		4,683			0			4,723
Common Stock Issued in connection with At-The-Market Offerings, net		0		77,727			0			78,117
Preferred Stock Issued in connection with At-The-Market Offerings, net		22,774		(425	)		0			22,349
Distributions		0		(226	)		(16,003	)		(16,229	)
Stock Compensation Expense		0		774			0			774
Net Income		0		0			16,003			16,003

Balance June 30, 2021	$	215,219	$	210,767		$	(25,364	)	$	652,461

Balance December 31, 2019	$	66,268	$	162,542		$	(25,364	)	$	546,339

Common Stock Issued with the DRIP*		0		1,588			0			1,601
Common Stock Issued through Restricted Stock Awards		0		(3	)		0			0
Common Stock Issued through Stock Options		0		303			0			306
Repurchase of Preferred Stock		0		1			0			(12	)
Repurchase of Common Stock		0		(1,589	)		0			(1,604	)
Preferred Stock Issued in connection with At-The-Market Offerings, net		63,999		(867	)		0			63,132
Distributions		0		(50,255	)		34,748			(15,507	)
Stock Compensation Expense		0		574			0			574
Net Loss		0		0			(34,748	)		(34,748	)

Balance March 31, 2020		130,267		112,294			(25,364	)		560,081

Common Stock Issued with the DRIP*		0		1,728			0			1,743
Repurchase of Common Stock		0		(223	)		0			(225	)
Distributions		0		2,818			(18,325	)		(15,507	)
Stock Compensation Expense		0		313			0			313
Net Income		0		0			18,325			18,325
Net Income (Loss)		0		0			18,325			18,325

Balance June 30, 2020	$	130,267	$	116,930		$	(25,364	)	$	564,730

	Preferred Stock		Additional Paid-In			Undistributed Income (Accumulated			Total Shareholders’
	Series D		Capital			Deficit)			Equity

Balance December 31, 2021	$	215,219	$	300,020		$	(25,364	)	$	742,140

Common Stock Issued with the DRIP		0		1,667			0			1,674
Common Stock Issued through Restricted Stock Awards		0		(11	)		0			0
Common Stock Issued through Stock Options		0		985			0			993
Common Stock Issued in connection with At-The-Market Offerings, net		0		38,210			0			38,369
Distributions		0		(14,731	)		(3,275	)		(18,006	)
Stock Compensation Expense		0		1,169			0			1,169
Net Income		0		0			3,275			3,275

Balance March 31, 2022		215,219		327,309			(25,364	)		769,614

Common Stock Issued with the DRIP		0		1,332			0			1,340
Common Stock Issued through Restricted Stock Awards		0		0			0			0
Common Stock Issued through Stock Options		0		2,197			0			2,220
Common Stock Issued in connection with At-The-Market Offerings, net		0		19,781			0			19,867
Preferred Stock Called for Redemption		0		8,185			(8,185	)		(247,100	)
Distributions		0		(33,363	)		14,873			(18,490	)
Stock Compensation Expense		0		1,132			0			1,132
Net Loss		0		0			(6,688	)		(6,688	)

Balance June 30, 2022	$	215,219	$	326,573		$	(25,364	)	$	521,895

Balance December 31, 2020	$	160,854	$	115,026		$	(25,364	)	$	501,808

Common Stock Issued with the DRIP		0		3,838			0			3,862
Common Stock Issued through Restricted Stock Awards		0		(30	)		0			0
Common Stock Issued through Stock Options		0		2,567			0			2,588
Common Stock Issued in connection with At-The-Market Offerings, net		0		6,550			0			6,585
Preferred Stock Issued in connection with At-The-Market Offerings, net		31,591		(727	)		0			30,864
Distributions		0		(1,209	)		(13,878	)		(15,087	)
Stock Compensation Expense		0		750			0			750
Net Income		0		0			13,878			13,878

Balance March 31, 2021		192,445		126,765			(25,364	)		545,248

Common Stock Issued with the DRIP		0		1,469			0			1,476
Common Stock Issued through Stock Options		0		4,683			0			4,723
Common Stock Issued in connection with At-The-Market Offerings, net		0		77,727			0			78,117
Preferred Stock Issued in connection with At-The-Market Offerings, net		22,774		(425	)		0			22,349
Distributions		0		(226	)		(16,003	)		(16,229	)
Stock Compensation Expense		0		774			0			774
Net Income		0		0			16,003			16,003
Net Income (Loss)		0		0			16,003			16,003

Balance June 30, 2021	$	215,219	$	210,767		$	(25,364	)	$	652,461

~~Vesting Date~~	~~Performance Goal to be Met~~ ⁽¹⁾	~~Percent of Shares Vested~~
~~June 30, 2023~~	~~Growth in cumulative Normalized Funds from Operations (“Normalized FFO”) over the past 3 years is 2% or greater~~	~~100~~%
~~June 30, 2023~~	~~Growth in cumulative Normalized FFO over the past 3 years is 5% or greater~~	~~Bonus of 50% of the Restricted Stock (total of~~ ~~150~~%)
~~June 30, 2023~~	~~Growth in cumulative Normalized FFO over the past 3 years is 20% or greater~~	~~Bonus of 100% of the Restricted Stock (total of~~ ~~200~~%)

	~~2021~~2022

Dividend yield		~~5.42~~3.51	%
Expected volatility		~~24.27~~24.79	%
Risk-free interest rate		~~1.71~~2.48	%
Expected lives		10		10
Estimated forfeitures		0

Community	Date of Acquisition		State		Number of Sites		Purchase Price		Number of Acres		Occupancy at Acquisition

Deer Run		January 8, 2021		AL		195	$	4,555		33		37	%

Iris Winds		January 21, 2021		SC		142		3,445		24		49	%

Bayshore Estates		June 1, 2021		OH		206		10,300		56		86	%

Total as of June 30, 2021						543	$	18,300		113		59	%

	There have been no material changes to information required regarding risk factors from the end of the preceding year to the date of this Quarterly Report on Form 10-Q. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	(a)	Information Required to be Disclosed in a Report on Form 8-K, but not Reported – None.

	(b)	Material Changes to the Procedures by which Security Holders may Recommend Nominees to the Board of Directors – None.

31.1		Certification of Samuel A. Landy, President and Chief Executive Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith).

31.2		Certification of Anna T. Chew, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith).

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Samuel A. Landy, President and Chief Executive Officer, and Anna T. Chew, Chief Financial Officer (Furnished herewith).

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2021~~2022 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

		UMH PROPERTIES, INC.

DATE:	August ~~4, 2021~~3, 2022	By	/s/ Samuel A. Landy
			Samuel A. Landy
			President and Chief Executive Officer
			(Principal Executive Officer)

DATE:	August ~~4, 2021~~3, 2022	By	/s/ Anna T. Chew
			Anna T. Chew
			Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)