(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 of the issuer’s ~~class~~classes of common stock, as of the latest practicable date:

	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
- ASSETS -

Investment Property and Equipment
Land	$	79,326		$	74,963		$	89,604		$	86,619
Site and Land Improvements		739,241			716,211			862,276			846,218
Buildings and Improvements		32,627			30,450			35,869			35,933
Rental Homes and Accessories		395,988			383,467			478,595			422,818
Total Investment Property		1,247,182			1,205,091			1,466,344			1,391,588
Equipment and Vehicles		25,377			24,437			27,743			26,721
Total Investment Property and Equipment		1,272,559			1,229,528			1,494,087			1,418,309
Accumulated Depreciation		(338,825	)		(316,073	)		(389,012	)		(363,098	)
Net Investment Property and Equipment		933,734			913,455			1,105,075			1,055,211

Other Assets
Cash and Cash Equivalents		275,807			116,175			41,484			29,785
Marketable Securities at Fair Value		46,932			113,748			36,701			42,178
Inventory of Manufactured Homes		45,992			23,659			61,054			88,468
Notes and Other Receivables, net		59,660			55,359			75,491			67,271
Prepaid Expenses and Other Assets		19,045			17,135			15,033			20,011
Land Development Costs		31,085			22,352			35,837			23,250
Investment in Joint Venture		11,010			8,937			23,194			18,422
Total Other Assets		489,531			357,365			288,794			289,385

TOTAL ASSETS	$	1,423,265		$	1,270,820		$	1,393,869		$	1,344,596

	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
- LIABILITIES AND SHAREHOLDERS’ EQUITY -

LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	$	468,811		$	452,567		$	444,797		$	508,938

Other Liabilities:
Accounts Payable		4,572			4,274			6,704			6,387
Loans Payable, net of unamortized debt issuance costs		58,375			46,757			182,434			153,531
Series A Bonds, net of unamortized debt issuance costs		98,811			0			99,631			99,207
Series C Preferred Stock Called for Redemption		247,100			0
Accrued Liabilities and Deposits		15,548			17,162			13,318			16,852
Tenant Security Deposits		8,153			7,920			9,118			8,485
Total Other Liabilities		432,559			76,113			311,205			284,462
Total Liabilities		901,370			528,680			756,002			793,400

Commitments and Contingencies								-

Shareholders’ Equity:
Series C – 6.75% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,750 shares authorized; 9,884 shares issued and outstanding as of December 31, 2021		0			247,100
Series D – 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 9,300 shares authorized; 8,609 shares issued and outstanding as of June 30, 2022 and December 31, 2021		215,219			215,219
Common Stock - $0.10 par value per share; 144,164 shares authorized; 54,665 and 51,651 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		5,467			5,165
Excess Stock - $0.10 par value per share; 3,000 shares authorized; 0 shares issued or outstanding as of June 30, 2022 and December 31, 2021		0			0
Series D – 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,700 and 9,300 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 10,601 and 9,015 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								265,032			225,379
Common Stock - $0.10 par value per share, 153,714 and 154,048 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 63,072 and 57,595 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								6,307			5,760
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022								0			0
Additional Paid-In Capital		326,573			300,020			389,736			343,189
Undistributed Income (Accumulated Deficit)		(25,364	)		(25,364	)		(25,364	)		(25,364	)
Total UMH Properties, Inc. Shareholders’ Equity								635,711			548,964
Non-Controlling Interest in Consolidated Subsidiaries								2,156			2,232
Total Shareholders’ Equity		521,895			742,140			637,867			551,196

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,423,265		$	1,270,820		$	1,393,869		$	1,344,596

	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	THREE MONTHS ENDED						SIX MONTHS ENDED						THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

INCOME:
Rental and Related Income	$	42,229		$	39,341		$	83,806		$	78,054		$	47,063		$	42,229		$	92,368		$	83,806
Sales of Manufactured Homes		6,994			9,618			11,285			14,037			8,227			6,994			15,529			11,285
Total Income		49,223			48,959			95,091			92,091			55,290			49,223			107,897			95,091

EXPENSES:
Community Operating Expenses		18,923			17,045			36,994			34,182			20,034			18,923			40,122			36,994
Cost of Sales of Manufactured Homes		4,837			7,017			7,820			10,488			5,740			4,837			10,725			7,820
Selling Expenses		1,214			1,362			2,369			2,493			1,665			1,214			3,477			2,369
General and Administrative Expenses		4,300			3,339			8,198			6,780			5,181			4,300			10,163			8,198
Depreciation Expense		11,984			11,184			23,701			22,192			13,751			11,984			27,124			23,701
Total Expenses		41,258			39,947			79,082			76,135			46,371			41,258			91,611			79,082

OTHER INCOME (EXPENSE):
Interest Income		1,068			792			1,978			1,609			1,217			1,068			2,355			1,978
Dividend Income		721			1,287			1,501			2,589			531			721			1,237			1,501
Gain (Loss) on Sales of Marketable Securities, net		0			436			30,721			(294	)		(1	)		0			(43	)		30,721
Increase (Decrease) in Fair Value of Marketable Securities		(10,044	)		9,291			(41,794	)		19,510
Decrease in Fair Value of Marketable Securities														(2,548	)		(10,044	)		(4,943	)		(41,794	)
Other Income		196			152			416			299			288			196			616			416
Loss on Investment in Joint Venture		(136	)		0			(257	)		0			(175	)		(136	)		(480	)		(257	)
Interest Expense		(6,414	)		(4,972	)		(11,901	)		(9,770	)		(8,639	)		(6,414	)		(16,969	)		(11,901	)
Total Other Income (Expense)		(14,609	)		6,986			(19,336	)		13,943			(9,327	)		(14,609	)		(18,227	)		(19,336	)

Income (Loss) before Gain (Loss) on Sales of Investment Property and Equipment		(6,644	)		15,998			(3,327	)		29,899
Loss before Gain (Loss) on Sales of Investment Property and Equipment														(408	)		(6,644	)		(1,941	)		(3,327	)
Gain (Loss) on Sales of Investment Property and Equipment		(44	)		5			(86	)		(18	)		5			(44	)		37			(86	)
Net Income (Loss)		(6,688	)		16,003			(3,413	)		29,881
Less: Preferred Dividends		(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	$	(22,478	)	$	8,403		$	(26,803	)	$	15,242
Net Loss														(403	)		(6,688	)		(1,904	)		(3,413	)
Preferred Dividends														(4,051	)		(7,600	)		(7,887	)		(15,200	)
Loss Attributable to Non-Controlling Interest														36			0			76			0
Redemption of Preferred Stock														0			(8,190	)		0			(8,190	)
Net Loss Attributable to Common Shareholders													$	(4,418	)	$	(22,478	)	$	(9,715	)	$	(26,803	)

Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted	$	(0.41	)	$	0.18		$	(0.50	)	$	0.34
Net Loss Attributable to Common Shareholders Per Share – Basic and Diluted													$	(0.07	)	$	(0.41	)	$	(0.16	)	$	(0.50	)

Weighted Average Common Shares Outstanding:
Basic		54,215			45,476			53,224			44,056
Diluted		54,215			46,628			53,224			45,008
Basic and Diluted														61,236			54,215			60,186			53,224

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

Balance December 31, 2022									57,595	$	5,760	$	0		$	225,379

Common Stock Issued with the DRIP									164		15		0			0
Common Stock Issued through Restricted Stock Awards									140		14		0			0
Common Stock Issued through Stock Options									14		1		0			0
Common Stock Issued in connection with At-The-Market Offerings, net									2,071		208		0			0
Preferred Stock Issued in connection with At-The-Market Offerings, net									0		0		0			21,858
Distributions									0		0		0			0
Stock Compensation Expense									0		0		0			0
Net Loss									0		0		0			0

Balance March 31, 2023									59,984		5,998		0			247,237

Common Stock Issued with the DRIP									151		15		0			0
Common Stock Issued through Restricted Stock Awards									8		1		0			0
Common Stock Issued through Stock Options									42		4		0			0
Common Stock Issued in connection with At-The-Market Offerings, net									2,887		289		0			0
Preferred Stock Issued in connection with At-The-Market Offerings, net									0		0		0			17,795
Distributions									0		0		0			0
Stock Compensation Expense									0		0		0			0
Net Loss									0		0		0			0

Balance June 30, 2023									63,072	$	6,307	$	0		$	265,032
	Number		Amount		Series C

Balance December 31, 2021		51,651	$	5,165	$	247,100			51,651	$	5,165	$	247,100		$	215,219

Common Stock Issued with the DRIP		72		7		0			72		7		0			0
Common Stock Issued through Restricted Stock Awards		114		11		0			114		11		0			0
Common Stock Issued through Stock Options		78		8		0			78		8		0			0
Common Stock Issued in connection with At-The-Market Offerings, net		1,585		159		0			1,585		159		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, 2022		53,500		5,350		247,100			53,500		5,350		247,100			215,219

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

Balance June 30, 2022		54,665	$	5,467	$	0			54,665	$	5,467	$	0		$	215,219

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

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

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

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

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

	Preferred Stock		Additional Paid-In			Undistributed Income (Accumulated			Total Shareholders’			Capital			Deficit)			Subsidiary			Equity
												Additional Paid-In			Undistributed Income (Accumulated			Non-Controlling Interest in Consolidated			Total Shareholders’
												Capital			Deficit)			Subsidiary			Equity

Balance December 31, 2022												$	343,189		$	(25,364	)	$	2,232		$	551,196

Common Stock Issued with the DRIP													2,502			0			0			2,517
Common Stock Issued through Restricted Stock Awards													(14	)		0			0			0
Common Stock Issued through Stock Options													136			0			0			137
Common Stock Issued in connection with At-The-Market Offerings, net													34,080			0			0			34,288
Preferred Stock Issued in connection with At-The-Market Offerings, net													(2,567	)		0			0			19,291
Distributions													(17,523	)		1,461			0			(16,062	)
Stock Compensation Expense													1,528			0			0			1,528
Net Loss													0			(1,461	)		(40	)		(1,501	)

Balance March 31, 2023													361,331			(25,364	)		2,192			591,394

Common Stock Issued with the DRIP													2,020			0			0			2,035
Common Stock Issued through Restricted Stock Awards													(1	)		0			0			0
Common Stock Issued through Stock Options													409			0			0			413
Common Stock Issued in connection with At-The-Market Offerings, net													43,870			0			0			44,159
Preferred Stock Issued in connection with At-The-Market Offerings, net													(2,486	)		0			0			15,309
Distributions													(16,878	)		367			0			(16,511	)
Stock Compensation Expense													1,471			0			0			1,471
Net Loss													0			(367	)		(36	)		(403	)

Balance June 30, 2023												$	389,736		$	(25,364	)	$	2,156		$	637,867
	Series D		Capital			Deficit)			Equity

Balance December 31, 2021	$	215,219	$	300,020		$	(25,364	)	$	742,140		$	300,020		$	(25,364	)	$	0		$	742,140

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

Balance March 31, 2022		215,219		327,309			(25,364	)		769,614			327,309			(25,364	)		0			769,614

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

Balance June 30, 2022	$	215,219	$	326,573		$	(25,364	)	$	521,895		$	326,573		$	(25,364	)	$	0		$	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

	June 30, 2022			June 30, 2021			June 30, 2023			June 30, 2022
	SIX MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2022			June 30, 2021			June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(3,413	)	$	29,881
Non-Cash items included in Net Income (Loss):
Net Loss							$	(1,904	)	$	(3,413	)
Non-Cash items included in Net Loss:
Depreciation		23,701			22,192			27,124			23,701
Amortization of Financing Costs		939			450			1,056			939
Stock Compensation Expense		2,301			1,524			2,999			2,301
Provision for Uncollectible Notes and Other Receivables		611			631			797			611
(Gain) Loss on Sales of Marketable Securities, net		(30,721	)		294			43			(30,721	)
(Increase) Decrease in Fair Value of Marketable Securities		41,794			(19,510	)
Loss on Sales of Investment Property and Equipment		86			18
Decrease in Fair Value of Marketable Securities								4,943			41,794
(Gain) Loss on Sales of Investment Property and Equipment								(37	)		86
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes		(22,333	)		1,997			27,414			(22,333	)
Notes and Other Receivables, net of notes acquired with acquisitions		(4,912	)		(5,422	)		(9,017	)		(4,912	)
Prepaid Expenses and Other Assets		(1,555	)		589			1,591			(1,555	)
Accounts Payable		298			1,224			317			298
Accrued Liabilities and Deposits		(1,614	)		(1,079	)		(3,534	)		(1,614	)
Tenant Security Deposits		233			414			633			233
Net Cash Provided by Operating Activities		5,415			33,203			52,425			5,415

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities		(17,306	)		(18,926	)		(3,679	)		(17,306	)
Purchase of Investment Property and Equipment		(28,646	)		(29,908	)		(74,604	)		(28,646	)
Proceeds from Sales of Investment Property and Equipment		1,887			1,253			1,332			1,887
Additions to Land Development Costs		(8,733	)		(8,951	)		(12,587	)		(8,733	)
Purchase of Marketable Securities		(10	)		(9	)		(11	)		(10	)
Proceeds from Sales of Marketable Securities		55,752			6,968			502			55,752
Investment in Joint Venture		(2,073	)		0			(4,772	)		(2,073	)
Net Cash Provided by (Used in) Investing Activities		871			(49,573	)		(93,819	)		871

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages		25,643			0			0			25,643
Net Proceeds (Payments) from Short-Term Borrowings		11,493			(23,615	)
Principal Payments of Mortgages		(8,787	)		(5,597	)
Net Proceeds from Short-Term Borrowings								29,527			11,493
Principal Payments of Mortgages and Loans								(64,583	)		(8,787	)
Proceeds from Bonds Issuance		102,670			0			0			102,670
Financing Costs on Debt		(5,285	)		0			(814	)		(5,285	)
Proceeds from At-The-Market Preferred Equity Program, net of offering costs		0			53,213			34,600			0
Proceeds from At-The-Market Common Equity Program, net of offering costs		58,236			84,702			78,447			58,236
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments		1,498			3,553
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments								3,197			1,498
Proceeds from Exercise of Stock Options		3,213			7,311			550			3,213
Preferred Dividends Paid		(15,200	)		(14,639	)		(7,887	)		(15,200	)
Common Dividends Paid, net of Dividend Reinvestments		(19,780	)		(14,892	)
Common Dividends Paid, net of dividend reinvestments								(23,331	)		(19,780	)
Net Cash Provided by Financing Activities		153,701			90,036			49,706			153,701

Net Increase in Cash, Cash Equivalents and Restricted Cash		159,987			73,666			8,312			159,987
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		125,026			28,593			40,876			125,026
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	285,013		$	102,259		$	49,188		$	285,013

UMH Properties, Inc., a Maryland corporation, and its subsidiaries (“we”, “our”, “us” or “the Company”) operates as a real estate investment trust (“REIT”) deriving its income primarily from real estate rental operations. The Company owns and operates ~~130~~135 manufactured home communities (including two communities acquired through its qualified opportunity zone fund (See Note 6)) containing approximately ~~24,400~~25,700 developed homesites as of June 30, ~~2022.~~2023. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, ~~Maryland,~~ Alabama, South Carolina and ~~South Carolina.~~Georgia. The Company also has an ownership interest in and operates ~~one community~~two communities 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”), sells and finances manufactured homes to residents and prospective residents in our communities. The Company also holds a 77% percentage controlling interest in an opportunity zone fund which it created to acquire, develop and redevelop manufactured housing communities located in areas designated as Qualified Opportunity Zones by the Treasury Department to encourage long-term investment in economically distressed areas. 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.~~subsidiaries and its qualified opportunity zone fund. All intercompany transactions and balances have been eliminated in consolidation.

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

The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023. 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, ~~2021.~~2022.

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.

The Company accounts for its investment in its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to exercise significant influence, but not control, over the operating and financial decisions of the joint venture. Under the equity method of accounting, the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement. The carrying value of the investment in the joint venture is reviewed for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that are considered in evaluation of the existence of impairment indicators (See Note 5).

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, 2023 and December 31, 2022, the right-of-use assets and corresponding lease liabilities of $3.4 million and $3.6 million, respectively, are included in prepaid expenses and other assets and accrued liabilities and deposits on the consolidated balance sheets.

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


2022	$	207
2023		391	$	230
2024		391		460
2025		391		460
2026		391		460
2027				257
Thereafter		19,123		18,614

Total Lease Payments	$	20,894	$	20,481

The weighted average remaining lease term for these leases is ~~164.8~~161 years. The right of use assets and lease liabilities ~~were~~was 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~~presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):


	6/30/22		12/31/21		6/30/21		12/31/20		6/30/23		12/31/22		6/30/22		12/31/21

Cash and Cash Equivalents	$	275,807	$	116,175	$	90,096	$	15,336	$	41,484	$	29,785	$	275,807	$	116,175
Restricted Cash		9,206		8,851		12,163		13,257		7,704		11,091		9,206		8,851
Cash, Cash Equivalents And Restricted Cash	$	285,013	$	125,026	$	102,259	$	28,593	$	49,188	$	40,876	$	285,013	$	125,026

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, ~~2022~~2023 and ~~2021,~~December 31, 2022, the Company had notes receivable of $~~56.1~~71.4 million and $~~48.2~~63.0 million, net of the fair value adjustment of $~~1.1~~1.5 million and $~~1.0~~1.3 million, respectively. Notes ~~receivable~~receivables are presented as a component of notes and other receivables, net on our consolidated balance sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes.

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

For the three and six months ended June 30, ~~2022,~~2023, common stock equivalents ~~resulting from employee stock options to purchase~~of ~~3.5~~524,000 ~~million~~ shares ~~of common stock~~and 658,000 shares, respectively, were excluded from the computation of Diluted Net ~~Income (Loss)~~Loss per Share as their effect would be anti-dilutive. For the three and six months ended June 30, ~~2021,~~2022, common stock equivalents ~~resulting from employee stock options to purchase~~of 955,000 shares and ~~2.8~~1.0 million shares, ~~of common stock amounted to~~ ~~1.2~~ ~~million and~~ ~~952,000~~ ~~shares,~~ respectively, ~~which~~ were ~~included in~~excluded from the computation of Diluted Net ~~Income (Loss)~~Loss per ~~Share.~~Share as their effect would be anti-dilutive.

On ~~March 31, 2022,~~January 19, 2023, the Company acquired ~~Center Manor,~~Mighty Oak, a newly developed manufactured home community located in ~~Monaca, Pennsylvania,~~Albany, Georgia, for approximately $~~5.8~~3.7 ~~million.~~million, through its qualified opportunity zone fund (See Note 6). This community contains a total of 96118 newly developed homesites that are situated on approximately 1826 total acres. ~~At the date of acquisition, the average occupancy for this community was approximately~~ 83%.

~~On May 3, 2022, the Company acquired Mandell Trails, located in Butler, Pennsylvania, for approximately $7.4~~ ~~million. This community contains a total of~~ ~~132~~ ~~developed homesites that are situated on approximately~~ 65 ~~total acres. At the date of acquisition, the average occupancy for this community was approximately~~ 70%.

~~On May 25, 2022, the Company acquired La Vista Estates, located in Dothan, Alabama, for approximately $3.9~~ ~~million. This community contains a total of~~ ~~139~~ ~~developed homesites that are situated on approximately~~ 36 ~~total acres. At the date of acquisition, the average occupancy for this community was approximately~~ 6%.

The Company has evaluated ~~these acquisitions~~this acquisition and has determined that ~~they~~it should be accounted for as ~~acquisitions~~an acquisition of assets. As such, we have allocated the total cash consideration, including transaction costs of approximately $~~253,000~~29,000 for the six months ended June 30, ~~2022,~~2023, to the individual assets acquired on a relative fair value basis. The following table summarizes our purchase price allocation for the assets acquired for the six months ended June 30, ~~2022~~2023 (in thousands):


	At Acquisition Date		At Acquisition Date
Assets Acquired:
Land	$	3,431	$	234
Depreciable Property		13,875		3,445
Total Assets Acquired	$	17,306	$	3,679

See Note 1314 for the Unaudited Pro Forma Financial Information relating to ~~these acquisitions.~~this acquisition.

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 $~~46.9~~36.7 million as of June 30, ~~2022,~~2023, which represents ~~2.7~~2.1% of undepreciated assets. The Company ~~generally limits~~does not intend to increase its ~~investment~~investments in ~~marketable~~this REIT securities ~~to no more than approximately~~ 15~~% of its undepreciated assets.~~portfolio. 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.

As of ~~December 31, 2021, the Company’s securities portfolio included~~ ~~2.7~~ ~~million shares of common stock of Monmouth Real Estate Investment Corporation (“MREIC”), representing~~ ~~2.7~~% of the total MREIC shares outstanding. The Company’s Chairman of the Board was also the Chairman of MREIC and there were three other Company Directors who were also directors and shareholders of MREIC. In February 2022, MREIC was acquired by a third party pursuant to an all-cash merger approved by the shareholders of MREIC, which resulted in the Company and MREIC’s other shareholders receiving a cash payment of $~~21.00~~ ~~per share in cancellation of their MREIC common shares. The merger consideration received by the Company on February 28, 2022 for its~~ ~~2.7~~ ~~million shares of MREIC common stock totaled approximately $55.7~~ ~~million. These shares had been acquired by the Company at a cost of approximately $~~25 ~~million, which resulted in a gain of approximately $30.7~~ ~~million.~~

~~As of~~ June 30, ~~2022,~~2023, the Company had total net unrealized losses of $~~56.1~~41.1 million in its REIT securities portfolio. For the three and six months ended June 30, ~~2022,~~2023, the Company recorded a decrease of $~~10.0~~2.5 million and $~~41.8~~4.9 million, respectively, in the fair value of these marketable ~~securities, as the gain on the MREIC common stock became realized as a result of the MREIC merger.~~securities. The Company held ~~fourteen~~ten securities that had unrealized losses as of June 30, ~~2022.~~2023.

OnIn December 8, 2021, the Company and Teachers Insurance and Annuity Association of America, through Nuveen Real Estate ~~a part of Nuveen Global Investments LLC~~(its asset management division) (“Nuveen” or “Nuveen Real Estate”), established a joint venture for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The terms of the joint venture are set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement provides for the parties to initially fund up to $70million 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 $100million and to extend the commitment period for up to an additional four years. ~~Committed~~The LLC Agreement calls for committed capital to be funded 60% by Nuveen and 40% by the Company on a parity basis. The Company serves as managing member of the joint venture and is responsible for day-to-day operations of the joint venture and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The Company receives property management and other fees from the joint venture. In addition, once each member of the joint venture has recouped its invested capital and received a 7.5% net unlevered internal rate of return. The remaining 80% available for distribution will be allocated pro rata in accordance with each member’s respective percentage interest. The Company will be entitled to receive a promote percentage on the remaining 20% available for distribution.

The Company and Nuveen are continuing to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio, consisting of the Sebring Square and Rum Runner communities. While the terms and conditions of such new joint venture entities have not been fully negotiated, it is expected that invested capital would continue to be funded 60% by Nuveen and 40% by the Company on a parity basis and that other terms would be similar to those of the existing joint venture, except that the amounts of the parties’ respective capital commitments will be determined on a property-by-property basis. References in this report to the Company’s joint venture with Nuveen are intended to refer to our ongoing relationship with Nuveen.

OnUnder the terms of the LLC Agreement, after December ~~22,~~8, 2024 or, if later, the second anniversary of the joint venture’s acquisition and placing in service of a manufactured housing or recreational vehicle community, Nuveen will have a right to initiate the sale of one or more of the communities owned by the joint venture. If Nuveen elects to initiate such a sale process, the Company may exercise a right of first refusal to acquire Nuveen’s interest in the community or communities to be sold for a purchase price corresponding to the greater of the appraised value of such communities or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. In addition, the Company will have the right to buy out Nuveen’s interest in the joint venture at any time after December 8, 2031 at a purchase price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment.

The LLC Agreement between the Company and Nuveen provides that until the capital contributions to the joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet the joint venture’s investment guidelines. These guidelines call for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed within the previous two years and are less than 20% occupied, are located in certain geographic markets, are projected to meet certain cash flow and internal rate of return targets, and satisfy certain other criteria. The Company has agreed to offer Nuveen the opportunity to have the joint venture acquire any manufactured housing community or recreational vehicle community that meets these investment guidelines. If Nuveen determines not to pursue or approve any such acquisition, the Company would be permitted to acquire the property outside the joint venture. Since formation of the joint venture, Nuveen has provided the Company with written waivers of the exclusivity provision of the LLC Agreement with regard to two property acquisitions that may have fit the investment guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint venture. Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from developing, owning, operating or managing manufactured housing communities or recreational vehicle communities within a 10-mile radius of any community owned by the joint venture. However, this restriction does not apply with respect to investments by the Company in existing communities operated by the Company.

The LLC Agreement provides that Nuveen will have the right to remove and replace the Company as managing member of the joint venture and manager of the joint venture’s properties if the Company breaches certain obligations or certain events occur. Upon such removal, Nuveen may elect to buy out the Company’s interest in the joint venture at 98% of the value of the Company’s interest in the joint venture. If Nuveen does not exercise such buy-out right, the Company may, at specified times, elect to initiate a sale of the communities owned by the joint venture, subject to a right of first refusal on the part of Nuveen. The LLC Agreement contains restrictions on a party’s right to transfer its interest in the joint venture without the approval of the other party.

The LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture acquire a manufactured housing community or recreational vehicle community that meets the investment guidelines. If Nuveen decides not to acquire the community through the joint venture, however, the Company is free to purchase the community on its own outside of the joint venture.

In December 2021, the ~~Company, through its~~ joint venture ~~with Nuveen Real Estate,~~ closed on the acquisition of Sebring Square, a newly developed all-age, manufactured home community located in Sebring, Florida, for a total purchase price of $22.2 million. This community contains 219 developed ~~homesites. It is~~homesites situated on approximately 39 acres. On December 23, 2022, the joint venture closed on the acquisition of Rum Runner, a newly developed all-age, manufactured home community also located in Sebring, Florida for a total purchase price of $15.1 million. This community contains 144 developed homesites. situated on approximately 20 acres. The Company manages ~~this community~~these communities on behalf of the joint venture.

References in this report to the Company’s joint venture with Nuveen are intended to refer to our ongoing relationship with Nuveen.

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”.

In July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company recognized from its investment in Monmouth Real Estate Investment Corp. (“MREIC”), which was acquired by merger in February 2022, in UMH OZ Fund, LLC (“OZ Fund”), a new entity formed by the Company. The OZ Fund was created to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas. The OZ Fund was designed to allow the Company and other investors in the OZ Fund to defer the tax on recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH manages the OZ Fund and will receive certain management fees as well as a 15% carried interest in distributions by the OZ Fund to the other investors (subject to first returning investor capital with a 5% preferred return). UMH will have a right of first offer to purchase the communities from the OZ Fund at the time of sale at their then-current appraised value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View, located in Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the Company, through the OZ Fund, acquired Mighty Oak, located in Albany, Georgia, for approximately $3.7 million (See Note 3). As of June 30, 2023, the Company’s investment in the OZ Fund represented 77% of the total capital contributed to the OZ Fund and is consolidated in the Company’s Consolidated Financial Statements. Other investors in the OZ Fund include certain officers, directors and employees of the Company.

On November ~~29, 2018,~~7, 2022, the Company entered into ~~a First Amendment to~~the Second Amended and Restated Credit Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The expanded Facility is syndicated with two banks, ~~led by~~ BMO ~~Capital Markets Corp. (“BMO”),~~and JPMorgan, as ~~sole lead arranger~~joint arrangers and ~~sole~~joint book ~~runner,~~runners, with Bank of Montreal as administrative agent ~~and includes JPMorgan Chase Bank, N.A. (“J.P. Morgan”) as the sole syndication agent~~. The ~~Amendment provided~~Second Amended Credit Agreement provides for an increase from $5075 million in available borrowings to $75100 million in available borrowings with a $50400 million accordion feature, bringing the total potential availability up to $~~125~~500 million, subject to certain conditions including obtaining commitments from additional lenders. The ~~Amendment~~Second Amended Credit Agreement also ~~extended~~extends the maturity date of the Facility from ~~March 27, 2020 to~~ November 29, 2022 to November 7, 2026, with a further one-year extension available at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the amended Facility is limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The ~~Amendment increased the~~ value of the Borrowing Base communities ~~by reducing the~~is based on a capitalization rate of 6.5% applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing ~~Base from 7.5%~~Base. Interest rates on borrowings are based on the Company’s overall leverage ratio and are equal to ~~7.0%~~the Secured Overnight Financing Rate (“SOFR”) plus 1.50% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%.

On February ~~5, 2021,~~24, 2023, the Company ~~entered into a Second Amendment~~amended its unsecured line of credit to ~~Amended and Restated Credit Agreement with BMO~~expand available borrowings from $100 million to ~~further reduce the capitalization rate from 7.0% to 6.5%.~~$180 million. As of June 30, ~~2022,~~2023, the amount outstanding under the Facility was $25100 million and the interest rate was ~~2.62~~7.04%.

The following is a summary of our loans payable as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):

	6/30/2022						12/31/2021						6/30/2023						12/31/2022
	Amount			Rate			Amount			Rate			Amount			Rate			Amount			Rate

Margin Loan													$	0			N/A		$	0			N/A
Unsecured line of credit	$	25,000			2.62	%	$	25,000			1.60	%		100,000			7.04	%		75,000			5.88	%
Floorplan inventory financing		22,438			4.85	%		10,945			4.38	%		38,763			8.80	%		64,126			7.70	%
FirstBank rental home financing		5,000			3.50	%		5,000			3.50	%		24,990			6.15	%		5,100			6.50	%
OceanFirst notes receivable financing		6,000			4.00	%		6,000			3.25	%		20,000			8.25	%		10,000			7.50	%
Total Loans Payable		58,438			3.69	%		46,945			2.66	%		183,753			7.42	%		154,226			6.76	%
Unamortized debt issuance costs		(63	)					(188	)					(1,319	)					(695	)
Loans Payable, net of unamortized debt issuance costs	$	58,375			3.70	%	$	46,757			2.67	%	$	182,434			7.48	%	$	153,531			6.79	%

On May 12, 2023, the Company entered into a $25 million term loan with FirstBank. The term loan has a 5-year term with a fixed interest rate of 6.15%. The term loan is secured by rental homes, and their leases, in various communities throughout our portfolio. Additionally, the Company entered into a new $25 million line of credit secured by rental homes and their leases. This new line of credit also has a 5-year term and has a variable rate tied to Prime.

On July 19, 2023, the Company expanded and extended its revolving line of credit with OceanFirst Bank (See Note 13).

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,~~2023, the Company is in compliance with these covenants.

Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed of Trust. The Company does not currently intend to redeem the 2027 Bonds. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to ~~affect~~effect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.

The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to ~~shareholders~~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, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):

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, ~~2022~~2023 and December 31, ~~2021,~~2022, the weighted average loan maturity of mortgages payable was ~~4.9~~5.2 years and ~~5.2~~5.1 years, respectively.

On ~~February 8, 2022,~~January 11, 2023, the Board of Directors approved a 2.5% increase in the Company’s quarterly common stock ~~was approved for listing on~~dividend, raising it to $0.205 per share from $0.20 per share, representing a 2.5% increase. Over the ~~TASE. Trading of~~past three years the ~~common stock on~~Company has increased the ~~TASE began on February 9, 2022. The Company’s common stock continues to be listed on the NYSE.~~dividend by 14%.

On June 15, ~~2022,~~2023, the Company paid total cash dividends of $~~10.9~~12.5 million or $~~0.20~~0.205 per share to common shareholders of record as of the close of business on May ~~16, 2022,~~15, 2023, of which $~~605,000~~701,000 was reinvested in the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). On July ~~1, 2022,~~3, 2023, the Company declared a dividend of $~~0.20~~0.205 per share to be paid September 15, ~~2022~~2023 to common shareholders of record as of the close of business on August 15, ~~2022~~2023.

During the six months ended June 30, ~~2022,~~2023, the Company received, including dividends reinvested of $~~1.5~~1.4 million, a total of $~~3.0~~4.6 million from its DRIP. There were ~~150,000~~315,000 shares issued under the DRIP during this period.

On January ~~12, 2022,~~11, 2023, 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, ~~2022,~~2023, the Company did not repurchase any shares of its ~~Common Stock.~~common stock.

On ~~August 16, 2021,~~March 7, 2022, the Company entered into an Equity Distribution Agreement (the ~~“2021~~“2022 Common ATM Program”) with BMO Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC and Janney Montgomery Scott LLC, as distribution agents (the “Distribution Agents”) under which the Company ~~was permitted to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $100~~ million from time to time through the Distribution Agents. Sales of the shares of Common Stock under the 2021 Common ATM Program were made in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or on any other existing trading market for the Common Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. 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,~~common stock, $0.10 par value per share (the “Common Stock”), having an aggregate sales price of up to $150 million from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the 2022 Common ATM Program are made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the New York Stock Exchange (the “NYSE”) or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company. For the six months ended June 30, 2023, 2.1 million shares of Common Stock were issued and sold at a weighted average price of $16.77 per share, generating gross proceeds of $35.6 million and net proceeds of $35.1 million, after offering expenses.

On April 4, 2023, the Company entered into a new equity distribution agreement (the “2023 Common ATM Program”) with the Distribution Agents and terminated the 2022 Common ATM Program. Under the 2023 Common ATM Program, 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 Distribution Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company. The Company began selling shares under the ~~2022~~2023 Common ATM Program on ~~March 8, 2022~~April 4, 2023 and through June 30, ~~2022,~~2023, ~~2.1~~2.8 million shares of Common Stock were issued and sold at a weighted average price of $~~23.94~~15.62 per share, generating gross proceeds of $~~51.3~~44.3 million and net proceeds of $~~50.3~~43.3 million, after offering expenses.

Under both the 2022 Common ATM Program and the 2023 Common ATM Program, for the six months ended June 30, 2023, a total of 5 million shares of Common Stock were issued and sold at a weighted average price of $16.12 per share, generating gross proceeds of $79.9 million and net proceeds of $78.4 million, after offering expenses.

As of June 30, ~~2022,~~2023, $~~98.7~~105.7 million of common stock remained eligible for sale under the ~~2022~~2023 Common ATM Program.

~~On June 15, 2022, the Company paid $4.2~~ ~~million in dividends or $0.421875~~ ~~per share for the period from March 1, 2021 through May 31, 2022 to holders of record as of the close of business on May 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.~~

~~On June 16, 2022, the Company issued a notice of redemption for its Series C Preferred Stock, 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, 2022, related to the original issuance costs. As of June 30, 2022, as a result of the redemption notice, the Series C Preferred Stock was reclassified out of Shareholders’ Equity and recorded as a liability on the Company’s Consolidated Balance Sheet. See Note 12 for additional detail.

On June 15, ~~2022,~~2023, the Company paid $~~3.4~~4.1 million in dividends or $0.3984375 per share for the period from March 1, ~~2022~~2023 through May 31, ~~2022~~2023 to holders of record as of the close of business on May ~~16, 2022~~15, 2023 of our 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share, Liquidation Preference $25.00 per share (“Series D Preferred Stock”). Dividends on our Series D Preferred Stock are cumulative and payable quarterly at an annual rate of $1.59375 per share.

On July ~~1, 2022,~~3, 2023, the Company declared a dividend of $0.3984375 per share for the period from June 1, ~~2022~~2023 through August 31, ~~2022~~2023 to be paid on September 15, ~~2022~~ 2023to Series D Preferred shareholders of record as of the close of business on August 15, ~~2022~~2023.

On July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (the “2020 Preferred ATM Program”) with B. Riley Securities, Inc., as distribution agent (“B. Riley”), 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 2020 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 2020 Preferred ATM Program are offered and sold pursuant to the Company’s 2020 Registration Statement and pursuant to the Company’s prospectus dated June 1, 2020 included in the 2020 Registration Statement and the related prospectus supplement dated July 22, 2020. The 2020 Preferred ATM Program replaced the Company’s previous at-the-market sales program for its Series C Preferred Stock and/or Series D Preferred Stock. On July 26, 2022, the Company redeemed all of its issued and outstanding shares of its Series C Preferred Stock and therefore, in light of the redemption, the Company does not intend to issue any new shares of Series C Preferred Stock. Accordingly any future sales under the 2020 Preferred ATM Program would solely be shares of Series D Preferred Stock. During the six months ended June 30, 2023, the Company issued and sold 126,000 shares of Series D Preferred Stock under the 2020 Preferred ATM Program at a weighted average price of $22.25 per share, generating total gross and net proceeds, of $2.8 million.

On January 10, 2023, the Company entered into a new At Market Issuance Sales Agreement (the “2023 Preferred ATM Program”) with B. Riley and terminated the use of the 2020 Preferred ATM Program. Under the 2023 Preferred ATM Program, the Company may offer and sell shares of the Company’s Series D Preferred Stock, having an aggregate sales price of up to $100 million from time to time through B. Riley, as agent or principal. Sales of the shares of Series D Preferred Stock in the 2023 Preferred ATM Program will be in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE or on any other existing trading market for the Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. B. Riley is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between B. Riley and the Company. Since January 10, 2023, the Company issued and sold 1.5 million shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $22.22 per share, generating gross proceeds of $32.4 million and net proceeds of $31.8 million, after offering expenses.

Under both the 2020 Preferred ATM Program and the 2023 Preferred ATM Program, for the six months ended June 30, 2023, a total of 1.6 million shares of Series D Preferred Stock were issued and sold at a weighted average price of $22.22 per share, generating gross proceeds of $35.2 million and net proceeds of $34.6 million, after offering expenses.

As of June 30, 2023, $67.6 million in shares of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

The Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.” ASC 718-10 requires that compensation ~~costs~~cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $1.5 and $3.0 million have been recognized for the three and six months ended June 30, 2023, respectively, and $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.

On January ~~12, 2022,~~11, 2023, the Company awarded a total of 25,000 shares of restricted stock to five ~~employees.~~employees under the Company’s Amended and Restated 2013 Incentive Award Plan (the “A&R 2013 Plan”). The grant date fair value of these restricted stock grants was $~~613,000~~413,000. These grants vest ratably over 5 years.

On January ~~12, 2022,~~11, 2023, the Company awarded a total of ~~5,508~~7,488 shares of common stock to nine members of our Board of Directors. The grant date fair value of these awards was $~~135,000~~124,000.

On March ~~23, 2022,~~21, 2023, the Company awarded a total of ~~5,598~~8,622 shares of common stock to nine members of our Board of Directors. The grant date fair value of these awards was $~~135,000~~124,000.

On March ~~25, 2022,~~21, 2023, the Company awarded a total of ~~78,000~~98,500 shares of restricted stock to two ~~employees.~~employees, pursuant to their employment agreements. The grant date fair value of these restricted stock grants was $~~1.9~~1.4 million. These grants vest ratably over 5 years.

On March ~~28, 2022,~~21, 2023, the Company granted options to purchase ~~470,800~~1.4 million shares of common stock to ~~forty-five participants in the Company’s Amended and Restated 2013 Incentive Award Plan.~~sixty-nine participants. The grant date fair value of these options amounted to $~~2.1~~4.2 million. These grants vest ratably over five years. Compensation costs for grants issued to a participant who is of retirement age are recognized at the time of the grant.

On June ~~15, 2022,~~14, 2023, the Company awarded a total of ~~3,933~~7,641 shares of common stock to nine members of our Board of Directors. The grant date fair value of these awards was $~~68,000~~124,000.

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, ~~2022:~~2023:

During the six months ended June 30, ~~2022, fourteen~~2023, ten participants exercised options to purchase a total of ~~304,160~~56,000 shares of common stock at a weighted-average exercise price of $~~10.56~~9.83 per share for total proceeds of $~~3.2~~550,000 ~~million.~~. The aggregate intrinsic value of options exercised was $~~3.2~~361,000. During the six months ended June 30, 2023, options to purchase 20,000 ~~million.~~shares expired.

As of June 30, ~~2022,~~2023, there were options outstanding to purchase ~~3.5~~4.8 million shares, with an aggregate intrinsic value of $~~12.3~~5.8 million. ~~There were~~

On May 31, 2023, the shareholders approved the UMH Properties, Inc. 2023 Equity Incentive Award Plan (the “2023 Plan”), authorizing the grant of options, restricted stock or other stock-based awards to participants. The maximum number of shares available for grant under the ~~Amended and Restated~~2023 Plan will be 2,200,000 shares. The maximum number of shares underlying awards that may be granted in any one year to a participant is 300,000 shares. Option awards are exercisable after one year of continued employment or service to the Company from the date of grant. The option price shall not be below the fair market value at date of grant.

The 2023 Plan replaces the Company’s existing A&R 2013 ~~Incentive Award~~Plan, which by its terms terminated with respect to new awards on June 13, 2023. Outstanding grants under the A&R 2013 Plan will continue to be subject to the terms of the A&R 2013 Plan. No future awards will be granted under the A&R 2013 Plan, except for those shares previously reserved for outstanding performance-based grants under the A&R 2013 Plan.

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, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):

	Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
			Quoted Prices								Quoted Prices
			In Active		Significant						In Active		Significant
			Markets for		Other		Significant				Markets for		Other		Significant
			Identical		Observable		Unobservable				Identical		Observable		Unobservable
			Assets		Inputs		Inputs				Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
As of June 30, 2022:
As of June 30, 2023:
Marketable Securities - Preferred stock	$	912	$	912	$	0	$	0	$	535	$	535	$	0	$	0
Marketable Securities - Common stock		46,020		46,020		0		0		36,166		36,166		0		0
Total	$	46,932	$	46,932	$	0	$	0	$	36,701	$	36,701	$	0	$	0

As of December 31, 2021:
As of December 31, 2022:
Marketable Securities - Preferred stock	$	1,740	$	1,740	$	0	$	0	$	1,043	$	1,043	$	0	$	0
Marketable Securities - Common stock		112,008		112,008		0		0		41,135		41,135		0		0
Total	$	113,748	$	113,748	$	0	$	0	$	42,178	$	42,178	$	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, ~~2022,~~2023, the estimated fair value of fixed rate mortgages payable amounted to $~~460.9~~434.0 million and the carrying value of fixed rate mortgages payable amounted to $~~473.6~~449.1 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~~had an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage ~~can provide~~provided financing for home purchasers in the Company’s communities. The Company ~~does~~did not receive referral fees or other cash compensation under the agreement. If 21st Mortgage ~~makes~~made loans to purchasers and those purchasers ~~default~~defaulted on their loans and 21st Mortgage ~~repossesses~~repossessed 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, ~~2022,~~2023, the total loan balance under this agreement was approximately $~~1.1~~2.5 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, ~~2022,~~2023, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $~~1.3~~622,000 ~~million. Although this agreement~~. This program was terminated on June 22, 2023 and is ~~still active, this program is not~~no longer being utilized by the Company’s new customers as a source of financing. The Company’s repurchase obligations for the outstanding loans that were originated by 21^st Mortgage remain in effect.

The Company entered into a Manufactured Home Retailer Agreement (the “MHRA”) with 21^st Mortgage on January 24, 2023, under which 21^st Mortgage provides financing for home purchasers in the Company’s communities. 21^st Mortgage has no recourse against the Company under the MHRA except in instances where the Customer defaults before two scheduled monthly payments are paid by the purchaser and the default is based on any dispute between S&F surrounding the terms or execution of the purchase and sale of the home. Upon such a default, S&F is to take assignment of the loan from 21^st Mortgage for the unpaid principal balance plus accrued interest. As of June 30, 2023, no loans have been originated under the MHRA.

S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If a loan application does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included in ~~notes~~Notes and ~~other receivables~~Other Receivables is approximately $~~51.0~~67.3 million of loans that the Company acquired under the COP Program as of June 30, ~~2022.~~2023.

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.~~Nuveen. The LLC Agreement provides for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments by up to an additional $100 million and to extend the commitment period for up to an additional four years. The Company is required to fund 40% of the committed capital and Nuveen is required to fund 60%. All such funding will be on a parity basis. The Company and Nuveen are continuing to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio. While the terms and conditions of such new joint venture entities have not been fully negotiated, it is expected that invested capital would continue to be funded 60% by Nuveen and 40% by the Company on a parity basis and that other terms would be similar to those of the existing joint venture, except that the amounts of the parties’ respective capital commitments will be determined on a property-by-property basis (See Note 5).

Cash paid for interest during the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was $~~11.7~~18.5 million and $~~10.1~~11.7 million, respectively. Interest cost capitalized to land development was $~~712,000~~2.7 million and $~~693,000~~712,000 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company had Dividend Reinvestments of $~~1.5~~1.4 million and $~~1.8~~1.5 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.

Since July 1, 2023, the Company issued and sold an additional 2.1 million shares of its Common Stock under the 2023 Common ATM Program at a weighted average price of $16.23 per share, generating gross proceeds of $34.8 million and net proceeds of $34.3 million, after offering expenses. As of August 1, 2023, $70.9 million of Common Stock remained eligible for sale under the 2023 Common ATM Program.

Since July 1, 2023, the Company issued and sold an additional 351,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $21.55 per share, generating gross proceeds of $7.6 million and net proceeds of $7.5 million, after offering expenses. As of August 1, 2023, $60.0 million of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

Since July 1, 2023, the Company has paid down approximately $35 million on its floorplan inventory financing revolving lines of credit.

On July ~~14, 2022,~~19, 2023, the Company ~~acquired Hidden Creek, located in Erie, Michigan, for approximately~~expanded its revolving line of credit with OceanFirst Bank from $~~21.1~~20 million to $35 million. ~~This community contains~~Interest is at prime with a ~~total~~floor of ~~351~~4.75 ~~developed homesites that are situated on approximately~~ 88 ~~total acres. At~~%. This line is secured by the Company’s eligible notes receivable. The amendment also extended the maturity date ~~of acquisition, the average occupancy for this community was approximately~~to 63June 1, 2025%.

On July 26, ~~2022, pursuant to its June 16, 2022 notice of redemption,~~2023, the Company ~~redeemed all~~ ~~9.9~~ ~~million issued and outstanding shares of its~~ ~~6.75% Series C Preferred Stock at a redemption price of~~entered into an agreement to purchase two manufactured home communities, located in Maryland, for approximately $~~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~~12.5 million.

~~In conjunction with the Series C Preferred Stock redemption, on July 22, 2022, the Company drew down $~~50 ~~million on its 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 ~~2021~~2022 and ~~through July 2022.~~2023. This information has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from the properties acquired during this period 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).

	6/30/22			6/30/21		6/30/22			6/30/21		6/30/23			6/30/22			6/30/23			6/30/22
	Three Months Ended					Six months Ended					Three Months Ended						Six Months Ended
	6/30/22			6/30/21		6/30/22			6/30/21		6/30/23			6/30/22			6/30/23			6/30/22

Rental and Related Income	$	42,507		$	39,972	$	84,554		$	79,408	$	47,063		$	43,246		$	92,368		$	85,961
Community Operating Expenses		19,045			17,345		37,321			34,844		20,034			19,388			40,123			38,040
Net Income (Loss) Attributable to Common Shareholders		(22,573	)		8,283		(27,007	)		14,983
Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted	$	(0.42	)	$	0.18	$	(0.51	)	$	0.34
Net Loss Attributable to Common Shareholders												(4,418	)		(23,274	)		(9,730	)		(29,511	)
Net Loss Attributable to Common Shareholders Per Share – Basic and Diluted											$	(0.07	)	$	(0.43	)	$	(0.16	)	$	(0.55	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of 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, ~~2021.~~2022.

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 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. During 2022, the Company also formed an opportunity zone fund to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas. The Company currently holds a 77% percentage interest in the opportunity zone fund.

As of June 30, ~~2022,~~2023, the Company owned and operated ~~130~~135 manufactured home communities (including two communities acquired through the Company’s opportunity zone fund) containing approximately ~~24,400~~25,700 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, ~~Maryland,~~ Alabama, South Carolina and ~~South Carolina.~~Georgia. The Company also has an ownership interest in and operates ~~one community~~two communities 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, self-storage leases, oil and ~~revenue under~~gas leases, cable service agreements ~~as well as~~and from appreciation in the values of the manufactured home communities and vacant land owned by the Company. In addition, the Company receives property management and other fees from its joint venture with Nuveen Real ~~Estate.~~Estate and from its opportunity zone fund. Management views the Company as a single segment based on its method of internal reporting in addition to its allocation of capital and resources. The Company also invests in equity securities of other ~~REITs which the Company generally limits to no more than approximately 15% of its undepreciated assets.~~REITs. As of June 30, ~~2022,~~2023, the securities portfolio represented ~~2.7%~~2.1% of undepreciated assets. The Company does not intend to increase its investment in this REIT securities portfolio.

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, ~~2022,~~2023, rental and related income increased 7%11% and 10%, respectively, from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased 5%16% and 7%12%, respectively. Same property NOI, which includes communities owned and operated as of January 1, ~~2021,~~2022, increased 5%13% and 9% for the three and six months ended June 30, ~~2022~~2023, respectively, over the prior year period ~~primarily due~~driven by a 190 basis point increase in occupancy, to a87.9%, and rental rate increase of 5%4.7%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. 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. We will also seek additional opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment and are located in Qualified Opportunity Zones.

Sales of manufactured homes ~~decreased 20%~~increased 38% during the six months ended June 30, ~~2022~~2023 from the prior year. Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers substantial comparative value that should result in increased demand.

The macro-economic environment and current housing fundamentals continue to favor home rentals. 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 ~~151~~534 rental homes during the first six months of ~~2022.~~2023. This brought the total number of rental homes to approximately ~~8,900~~9,600 rental homes, or ~~36.3%~~37.4% of total sites. Occupied rental homes represented approximately ~~40.2%~~40.9% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at ~~94.6%~~93.9% as of June 30, ~~2022.~~2023. 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 adding approximately ~~700 - 800~~800- 900 rental homes in ~~2022.~~2023.

The following is a summary of the ~~communities~~community acquired through our opportunity zone fund during the six months ended June 30, ~~2022~~2023 (dollars in thousands):

See PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 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, ~~2021.~~2022.

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, ~~2022~~2023 and ~~2021~~2022 is calculated as follows (in thousands):

	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	6/30/22		6/30/21		6/30/22		6/30/21		6/30/23		6/30/22		6/30/23		6/30/22

Rental and Related Income	$	42,229	$	39,341	$	83,806	$	78,054	$	47,063	$	42,229	$	92,368	$	83,806
Less: Community Operating Expenses		18,923		17,045		36,994		34,182		20,034		18,923		40,122		36,994
Community NOI	$	23,306	$	22,296	$	46,812	$	43,872	$	27,029	$	23,306	$	52,246	$	46,812

We assess and measure our overall operating results based upon FFO, 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~~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 amortization and 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~~an alternative to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.

The Company’s FFO and Normalized FFO attributable to common shareholders for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 are calculated as follows (in thousands):

The following are the cash flows provided ~~(used)~~ by (used in) operating, investing and financing activities for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):

	Six Months Ended					Six Months Ended
	6/30/22		6/30/21			6/30/23			6/30/22

Operating Activities	$	5,415	$	33,203		$	52,425		$	5,415
Investing Activities		871		(49,573	)		(93,819	)		871
Financing Activities		153,701		90,036			49,706			153,701

Rental and related income increased 7%11% from ~~$39.3 million for the three months ended June 30, 2021 to~~ $42.2 million for the three months ended June 30, ~~2022.~~2022 to $47.1 million for the three months ended June 30, 2023. Rental and related income increased 7%10% from ~~$78.1 million for the six months ended June 30, 2021 to~~ $83.8 million for the six months ended June 30, ~~2022.~~2022 to $92.4 million for the six months ended June 30, 2023. This increase was primarily due to the acquisitions made during ~~2021 and~~ 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%4% to 4%5% annually at most communities. Same property occupancy ~~remained stable at 86.7%~~has increased 190 basis points from 86.0% as of June 30, ~~2021 and 2022.~~2022 to 87.9% at June 30, 2023. Occupied rental homes increased 2%8% from approximately ~~8,300 homes at June 30, 2021 to~~ 8,400 homes at June 30, ~~2022.~~2022 to 9,000 homes at June 30, 2023.

Community operating expenses increased ~~11%~~6% from ~~$17.0 million for the three months ended June 30, 2021 to~~ $18.9 million for the three months ended June 30, ~~2022.~~2022 to $20.0 million for the three months ended June 30, 2023. Community operating expenses increased 8% from ~~$34.2 million for the six months ended June 30, 2021 to~~ $37.0 million for the six months ended June 30, ~~2022.~~2022 to $40.1 million for the six months ended June 30, 2023. These increases were primarily due to acquisitions made during 2022, as well as an increase in ~~personnel costs,~~payroll, rental home expenses, real estate taxes, insurance, ~~and water~~waste removal and sewer expenses.

Community NOI increased 5%16% from ~~$22.3 million for the three months ended June 30, 2021 to~~ $23.3 million for the three months ended June 30, ~~2022. Community NOI increased 7% from $43.9~~2022 to $27.0 million for the ~~six~~three months ended June 30, ~~2021 to~~2023. Community NOI increased 12% from $46.8 million for the six months ended June 30, ~~2022.~~2022 to $52.2 million for the six months ended June 30, 2023. These increases were primarily due to the acquisitions during ~~2021 and~~ 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 ~~44.8%~~42.6% and ~~43.3%~~44.8% for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The Company’s Operating Expense Ratio was ~~44.1%~~43.4% and ~~43.8%~~44.1% for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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 revenue and income from continuing operations.

Sales of manufactured homes ~~decreased 27%~~increased 18% from ~~$9.6 million, or 120 homes, for the three months ended June 30, 2021 to~~ $7.0 million, or 86 homes, for the three months ended June 30, ~~2022.~~2022 to $8.2 million, or 91 homes, for the three months ended June 30, 2023. Sales of manufactured homes ~~decreased 20%~~increased 38% from ~~$14.0 million, or 193 homes, for the six months ended June 30, 2021 to~~ $11.3 million, or 147 homes, for the six months ended June 30, ~~2022.~~2022 to $15.5 million, or 174 homes, for the six months ended June 30, 2023. Cost of sales of manufactured homes amounted to ~~$4.8~~$5.7 million and ~~$7.0~~$4.8 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Cost of sales of manufactured homes amounted to ~~$7.8~~$10.7 million and ~~$10.5~~$7.8 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The gross profit percentage was ~~31%~~30% and ~~27%~~31% for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and 31% ~~and 25%~~ for the six months ended June 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to ~~$1.2~~$1.7 million and ~~$1.4~~$1.2 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$2.4~~$3.5 million and ~~$2.5~~$2.4 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. 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 ~~a gain of $876,000~~$665,000 or ~~13%~~8% of total sales and ~~a gain of $1.2 million~~$876,000 or ~~12%~~13% of total sales for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Gain ~~(loss)~~ from the sales operations amounted to ~~a gain of $979,000~~$901,000 or 9%6% of total sales and ~~a gain of $929,000~~$979,000 or 7%9% of total sales for the six months ended June 30, 2023 and 2022, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $822,000 or 10% of total sales and ~~2021,~~$943,000 or 13% of total sales for the three months ended June 30, 2023 and 2022, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $1.3 million or 9% of total sales and $1.1 million or 10% of total sales for the six months ended June 30, 2023 and 2022, respectively. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.

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

General and administrative expenses increased ~~29%~~20% from ~~$3.3 million for the three months ended June 30, 2021 to~~ $4.3 million for the three months ended June 30, ~~2022.~~2022 to $5.2 million for the three months ended June 30, 2023. General and administrative expenses increased ~~21%~~24% from ~~$6.8 million for the six months ended June 30, 2021 to~~ $8.2 million for the six months ended June 30, ~~2022.~~2022 to $10.2 million for the six months ended June 30, 2023. These increases were ~~mainly~~ due to an increase in payroll, personnel costs ~~including an increase in~~and non-cash stock-based compensation, including the cost of previously issued special restricted stock grants for the groundbreaking Fannie Mae financing completed in 2020, and other non-recurring expenses for the joint venture, early extinguishment of debt and other legal expenses.compensation. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 9.0% and 9.1% for the three and six months ended June 30, 2023, respectively, as compared to 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, 2022, respectively, as compared to 5.7% and 6.2% for the three and six months ended June 30, 2021, respectively.

Depreciation expense increased 7%15% from ~~$11.2 million for the three months ended June 30, 2021 to~~ $12.0 million for the three months ended June 30, ~~2022. Depreciation expense increased 7% from $22.2~~2022 to $13.8 million for the ~~six~~three months ended June 30, ~~2021 to~~2023. Depreciation expense increased 14% from $23.7 million for the six months ended June 30, ~~2022.~~2022 to $27.1 million for the six months ended June 30, 2023. This increase was primarily due to the acquisitions and ~~the~~ increase in rental homes during ~~2021~~2022 and ~~2022.~~2023.

Interest income increased ~~35%~~14% from ~~$792,000 for the three months ended June 30, 2021 to~~ $1.1 million for the three months ended June 30, ~~2022. Interest income increased 23% from $1.6~~2022 to $1.2 million for the ~~six~~three months ended June 30, ~~2021 to~~2023. Interest income increased 19% from $2.0 million for the six months ended June 30, ~~2022.~~2022 to $2.4 million for the six months ended June 30, 2023. This increase was primarily due to an increase in the average balance of notes receivable from ~~$43.8 million at June 30, 2021 to~~ $55.1 million at June 30, ~~2022.~~2022 to $65.1 million at June 30, 2023.

Dividend income decreased ~~44%~~26% from ~~$1.3 million for the three months ended June 30, 2021 to~~ $721,000 for the three months ended June 30, ~~2022. Dividend income decreased 42% from $2.6 million~~2022 to $531,000 for the ~~six~~three months ended June 30, ~~2021 to~~2023. Dividend income decreased 18% from $1.5 million for the six months ended June 30, ~~2022.~~2022 to $1.2 million for the six months ended June 30, 2023. This decrease was due to reduced dividends ~~from the reduction~~as a result of our smaller securities portfolio. ~~Dividends~~The weighted average yield on our dividends received from our marketable securities investments increased 60 basis points and were ~~at a weighted average yield of~~ approximately ~~5.9%~~6.5% and ~~4.2%~~5.9% at June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Company recognized a loss on sales of marketable securities of $43,000 for the six months ended June 30, 2023. 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)decrease in fair value of marketable securities ~~decreased from a gain of $9.3~~amounted to $2.5 million ~~for the three months ended June 30, 2021 to a loss of~~and $10.0 million for the three months ended June 30, ~~2022. Increase (decrease) in fair value of marketable securities decreased from a gain of $19.5~~2023 and 2022, respectively, and $4.9 million ~~for the six months ended June 30, 2021 to a loss of~~and $41.8 million for the six months ended June 30, ~~2022.~~2023 and 2022, respectively. As of June 30, ~~2022,~~2023, the Company had total net unrealized losses of ~~$56.1~~$41.1 million in its REIT securities portfolio.

Interest expense, including amortization of financing costs, increased ~~29%~~35% from ~~$5.0 million for the three months ended June 30, 2021 to~~ $6.4 million for the three months ended June 30, ~~2022.~~2022 to $8.6 million for the three months ended June 30, 2023. Interest expense, including amortization of financing costs, increased ~~22%~~43% from ~~$9.8 million for the six months ended June 30, 2021 to~~ $11.9 million for the six months ended June 30, ~~2022.~~2022 to $17.0 million for the six months ended June 30, 2023. This increase iswas mainly due to interest on the Series A ~~Bonds.~~Bonds issued in 2022, an increase in the average balance of loans payable and an increase in interest rates. Loans Payable increased due to additional takedown on the line of credit for payoff of mortgages of approximately $59 million during the six months ended June 30, 2023. Additionally, our floorplan inventory financing revolving lines of credit increased from approximately $22.4 million as of June 30, 2022 to approximately $38.8 million as of June 30, 2023, as a result of increased inventory purchases due to supply chain issues. Inventory was approximately $61.1 million and $46.0 million as of June 30, 2023 and 2022, respectively.

Total investment property ~~and equipment~~ increased 3%5% or ~~$43.0~~$74.8 million during the six months ended June 30, ~~2022.~~2023. The Company, through its opportunity zone fund, acquired ~~three communities~~one community with ~~367~~118 developed homesites for approximately ~~$17.1~~$3.7 million. The Company also added ~~151~~534 rental homes to its communities during the first six months of ~~2022.~~2023. The Company’s occupancy rate on its rental homes portfolio was ~~94.6%~~93.9% at June 30, ~~2022~~2023 as compared to ~~95.5%~~93.3% at December 31, ~~2021.~~2022.

Marketable securities decreased ~~59%~~13% or ~~$66.8~~$5.5 million during the six months ended June 30, ~~2022.~~2023. This decrease was due to a net decrease in the fair value of ~~$41.8~~$4.9 million ~~primarily due to the MREIC merger.~~and sales of securities with a cost basis of $545,000.

Mortgages payable, net of unamortized debt issuance costs, ~~increased 4%~~decreased 13% or ~~$16.2~~$64.1 million during the six months ended June 30, ~~2022. This increase was~~2023 due to ~~a new mortgage of $25.6 million offset by~~ principal ~~payments of $8.8 million.~~payments.

Loans payable, net of unamortized debt issuance costs, increased ~~25%~~19% or ~~$11.6~~$28.9 million during the six months ended June 30, ~~2022.~~2023. This increase was due to an increase of ~~$11.5~~$19.9 million on our revolving line of credit secured by the Company’s rental homes, $10.0 million on our revolving lines of credit for the financing of home sales and ~~the purchase~~an increase of ~~inventory.~~$25.0 million on our unsecured line of credit, offset by a decrease of $25.4 million on our floorplan inventory financing revolving lines of credit.

~~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 and Preferred ATM ~~Program.~~Programs.

In addition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions. The Company may sell marketable securities from its investment portfolio, borrow on its unsecured credit facility or lines of credit, incur other indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets, including through the Company’s ATM Programs. In order to provide financial flexibility to opportunistically access the capital markets, the Company ~~has~~ implemented a ~~2022 Common~~new 2023 Preferred ATM ~~Program. The 2022~~Program on January 10, 2023 which allows the Company to offer and sell shares of the Company’s 6.375% Series D Cumulative Redeemable Preferred Stock, having an aggregate sales price of up to $100 million from time to time through B. Riley. On April 4, 2023, the Company also implemented a new 2023 Common ATM Program which allows the Company to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $150 million from time to time through the Distribution Agents. Additionally, the Company amended its unsecured line of credit to expand available borrowings from $100 million to $180 million and expanded its revolving line of credit on notes receivable from $20 million to $35 million.

The Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. As part of this plan, we intend to seek opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment and are located in Qualified Opportunity Zones. In addition, on behalf of our ~~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. During the six months ended June 30, ~~2022,~~2023, the Company issued and sold ~~2.4~~5 million shares of Common Stock through our Common ATM Programs, at a weighted average price of ~~$24.29~~$16.12 per share, generating gross proceeds of ~~$59.3~~$79.9 million and net proceeds of ~~$58.2~~$78.4 million, after offering expenses.

~~During the six months ended June 30, 2022,~~ Subsequent to quarter end, the Company ~~also~~ issued ~~$102.7~~and sold an additional 2.1 million shares of its ~~new 4.72% Series A Bonds due 2027 in an offering to investors in Israel~~Common Stock under the 2023 Common ATM Program at a weighted average price of $16.23 per share, generating gross proceeds of $34.8 million and ~~received $98.7 million in~~ net proceeds of $34.3 million, after offering expenses.

In addition, during the six months ended June 30, 2023, the Company issued and sold 1.6 million shares of Series D Preferred Stock through our Preferred ATM Programs, at a weighted average price of $22.22 per share, generating gross proceeds of $35.2 million and net proceeds of $34.6 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 351,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $21.55 per share, generating gross proceeds of $7.6 million and net proceeds of $7.5 million, after offering expenses.

The Company also raised ~~$3.0~~$4.6 million from the issuance of common stock in the DRIP during the six months ended June 30, ~~2022,~~2023, which included Dividend Reinvestments of ~~$1.5~~$1.4 million. Dividends paid on the common stock for the six months ended June 30, ~~2022~~2023 were ~~$21.3~~$24.7 million, of which ~~$1.5~~$1.4 million were reinvested. Dividends paid on ~~the Series C Preferred Stock and~~ the Series D Preferred Stock for the six months ended June 30, ~~2022~~2023 totaled ~~$15.2~~$7.9 million.

Net cash provided by operating activities amounted to ~~$5.4~~$52.4 million and ~~$33.2~~$5.4 million for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. The increase in net cash provided by operating activities was primarily due to the reduction in the inventory of manufactured homes in the amount of $27.4 million for the six months ended June 30, 2023 as compared to the increase in the inventory of manufactured homes in the amount of $22.3 million for the six months ended June 30, 2022. As of June 30, ~~2022,~~2023, the Company had cash and cash equivalents of ~~$275.8~~$41.5 million, marketable securities of ~~$46.9~~$36.7 million and $80 million available on our unsecured revolving credit facility, with an additional $400 million potentially available pursuant to an accordion feature. We also had approximately ~~$30.1~~$99.7 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 $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.inventory.

The Company owns ~~130~~135 communities, of which 3256 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~~two newly developed ~~community~~communities that isare unencumbered.

As of June 30, ~~2022,~~2023, the Company had total assets of $1.4 billion and total liabilities of ~~$901.4~~$756.0 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, ~~2022~~2023 was approximately ~~19%~~34% and the Company’s net debt, less securities to total market capitalization as of June 30, ~~2022~~2023 was approximately ~~17%~~32%. As of June 30, ~~2022,~~2023, the Company ~~had~~does not have any mortgages ~~totaling $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 Executive Vice President and Chief Financial Officer (principal financial and accounting officer), with the assistance of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of such period.

There were no changes in the Company’s internal control over financial reporting during the quarterly period ended June 30, ~~2022~~2023 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~~$0.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, ~~$.10~~$0.10 par value	UMH ~~PRD~~PD	New York Stock Exchange

Class		Outstanding Common Shares as of August 1, ~~2022~~2023
Common Stock, ~~$.10~~$0.10 par value per share		~~54,694,978~~65,269,251

PART I - FINANCIAL INFORMATION
Item ~~1.Financial~~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	2426
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3635
Item 4.	Controls and Procedures	3635
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3736
Item 1A.	Risk Factors	3736
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3736
Item 3.	Defaults Upon Senior Securities	3736
Item 4.	Mine Safety Disclosures	3736
Item 5.	Other Information	3736
Item 6.	Exhibits	3836
SIGNATURES		3937

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

	For the quarterly period ended June 30, ~~2022~~2023


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

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

	~~2022~~2023

Dividend yield		~~3.51~~3.94	%
Expected volatility		~~24.79~~27.14	%
Risk-free interest rate		~~2.48~~3.59	%
Expected lives		10
Estimated forfeitures		0

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

Center Manor	March 31, 2022	PA		96	$	5,800		18		83	%

Mandell Trails	May 3, 2022	PA		132		7,375		65		70	%

La Vista Estates	May 25, 2022	AL		139		3,878		36		6	%

Total as of June 30, 2022				367	$	17,053		119		49	%

	(1)	~~For~~Normalized FFO as previously reported for the three and six months ended June 30, 2022, ~~consists~~were $8,695 and $17,670, respectively. During 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change in sources of capital, amortization expense is expected to become more significant and is therefore included as an adjustment to Normalized FFO for the three and six months ended June 30, 2023 and 2022. After making these adjustments for the three and six months ended June 30, 2022, Normalized FFO were $12,026 and $22,439, respectively.

	(2)	Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($431 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($3 and $50, respectively), one-time legal fees ($30 and $50, respectively), fees related to the establishment of the OZ Fund ($4 and $37, respectively), and costs associated with an acquisition that was not completed ($0 and $31, respectively) for the three and six months ended June 30, 2023. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($431 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($52), early extinguishment of debt ($193) and one-time legal fees ($149)~~. For 2021, consists of special bonus and restricted stock grants~~ for the ~~August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period.~~three and six months ended June 30, 2022.


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

	None.


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

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

Item 6.	Exhibits

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

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

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

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2022~~2023 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 ~~3, 2022~~8, 2023	By	/s/ Samuel A. Landy
			Samuel A. Landy
			President and Chief Executive Officer
			(Principal Executive Officer)

DATE:	August ~~3, 2022~~8, 2023	By	/s/ Anna T. Chew
			Anna T. Chew
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)