Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | UMH PROPERTIES, INC. | |
Entity Central Index Key | 0000752642 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,852,636 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Investment Property and Equipment | ||
Land | $ 72,349,068 | $ 68,154,110 |
Site and Land Improvements | 596,123,002 | 533,547,154 |
Buildings and Improvements | 26,229,356 | 25,156,183 |
Rental Homes and Accessories | 287,909,455 | 254,598,641 |
Total Investment Property | 982,610,881 | 881,456,088 |
Equipment and Vehicles | 20,497,633 | 18,791,688 |
Total Investment Property and Equipment | 1,003,108,514 | 900,247,776 |
Accumulated Depreciation | (223,185,106) | (197,208,363) |
Net Investment Property and Equipment | 779,923,408 | 703,039,413 |
Other Assets | ||
Cash and Cash Equivalents | 11,111,055 | 7,433,470 |
Marketable Securities at Fair Value | 116,437,477 | 99,595,736 |
Inventory of Manufactured Homes | 30,515,698 | 23,703,322 |
Notes and Other Receivables, net | 37,270,024 | 31,493,555 |
Prepaid Expenses and Other Assets | 11,722,083 | 6,195,596 |
Land Development Costs | 23,172,483 | 9,441,025 |
Total Other Assets | 230,228,820 | 177,862,704 |
TOTAL ASSETS | 1,010,152,228 | 880,902,117 |
LIABILITIES: | ||
Mortgages Payable, net of unamortized debt issuance costs | 375,483,776 | 331,093,063 |
Other Liabilities: | ||
Accounts Payable | 5,015,806 | 3,873,445 |
Loans Payable, net of unamortized debt issuance costs | 76,481,701 | 107,985,353 |
Accrued Liabilities and Deposits | 9,938,967 | 7,410,055 |
Tenant Security Deposits | 6,597,639 | 5,842,161 |
Total Other Liabilities | 98,034,113 | 125,111,014 |
Total Liabilities | 473,517,889 | 456,204,077 |
Commitments and Contingencies | ||
Shareholders' Equity: | ||
Series B - 8.0% Cumulative Redeemable Preferred Stock, par value $0.10 per share; 4,000,000 shares authorized; 3,801,200 shares issued and outstanding as of September 30, 2019 and December 31, 2018 | 95,030,000 | 95,030,000 |
Series C - 6.75% Cumulative Redeemable Preferred Stock, par value $0.10 per share, 9,750,000 and 5,750,000 shares authorized, issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 243,750,000 | 143,750,000 |
Series D - 6.375% Cumulative Redeemable Preferred Stock, par value $0.10 per share, 2,300,000 shares authorized; 2,000,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018 | 50,000,000 | 50,000,000 |
Common Stock - $0.10 par value per share; 123,363,800 and 111,363,800 shares authorized; 40,810,874 and 38,320,414 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 4,081,087 | 3,832,041 |
Excess Stock - $0.10 par value per share; 3,000,000 shares authorized; no shares issued or outstanding as of September 30, 2019 and December 31, 2018 | 0 | 0 |
Additional Paid-In Capital | 169,137,034 | 157,449,781 |
Undistributed Income (Accumulated Deficit) | (25,363,782) | (25,363,782) |
Total Shareholders' Equity | 536,634,339 | 424,698,040 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,010,152,228 | $ 880,902,117 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 123,363,800 | 111,363,800 |
Common stock, shares issued | 40,810,874 | 38,320,414 |
Common stock, shares outstanding | 40,810,874 | 38,320,414 |
Excess stock, par value | $ 0.10 | $ 0.10 |
Excess stock, shares authorized | 3,000,000 | 3,000,000 |
Excess stock, shares issued | ||
Excess stock, shares outstanding | ||
Series B Cumulative Redeemable Preferred Stock [Member] | ||
Percentage rate on cumulative redeemable preferred stock | 8.00% | 8.00% |
Cumulative redeemable preferred stock, par value | $ 0.10 | $ 0.10 |
Cumulative redeemable preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Cumulative redeemable preferred stock, shares issued | 3,801,200 | 3,801,200 |
Cumulative redeemable preferred stock, shares outstanding | 3,801,200 | 3,801,200 |
Series C Cumulative Redeemable Preferred Stock [Member] | ||
Percentage rate on cumulative redeemable preferred stock | 6.75% | 6.75% |
Cumulative redeemable preferred stock, par value | $ 0.10 | $ 0.10 |
Cumulative redeemable preferred stock, shares authorized | 9,750,000 | 5,750,000 |
Cumulative redeemable preferred stock, shares issued | 9,750,000 | 5,750,000 |
Cumulative redeemable preferred stock, shares outstanding | 9,750,000 | 5,750,000 |
Series D Preferred Stock [Member] | ||
Percentage rate on cumulative redeemable preferred stock | 6.375% | 6.375% |
Cumulative redeemable preferred stock, par value | $ 0.10 | $ 0.10 |
Cumulative redeemable preferred stock, shares authorized | 2,300,000 | 2,300,000 |
Cumulative redeemable preferred stock, shares issued | 2,000,000 | 2,000,000 |
Cumulative redeemable preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME: | ||||
Rental and Related Income | $ 32,947,667 | $ 28,728,078 | $ 94,979,807 | $ 84,236,326 |
Sales of Manufactured Homes | 4,381,223 | 4,719,036 | 13,866,552 | 11,105,302 |
Total Income | 37,328,890 | 33,447,114 | 108,846,359 | 95,341,628 |
EXPENSES: | ||||
Community Operating Expenses | 15,771,602 | 13,288,715 | 45,885,560 | 38,758,711 |
Cost of Sales of Manufactured Homes | 3,271,260 | 3,512,705 | 10,117,068 | 8,406,701 |
Selling Expenses | 1,374,932 | 1,024,188 | 3,802,894 | 2,913,504 |
General and Administrative Expenses | 2,579,348 | 2,559,023 | 7,910,248 | 8,200,261 |
Depreciation Expense | 9,390,236 | 8,051,627 | 27,009,888 | 23,410,519 |
Total Expenses | 32,387,378 | 28,436,258 | 94,725,658 | 81,689,696 |
OTHER INCOME (EXPENSE): | ||||
Interest Income | 650,767 | 563,549 | 1,787,390 | 1,569,955 |
Dividend Income | 1,858,831 | 2,704,255 | 5,734,390 | 7,603,575 |
Gain on Sales of Marketable Securities, net | 0 | 0 | 0 | 20,107 |
Increase (Decrease) in Fair Value of Marketable Securities | 9,234,252 | (10,487,430) | 15,477,833 | (19,762,579) |
Other Income | 170,593 | 134,761 | 423,639 | 334,740 |
Interest Expense | (4,395,806) | (4,247,855) | (13,288,994) | (11,795,315) |
Total Other Income (Expense) | 7,518,637 | (11,332,720) | 10,134,258 | (22,029,517) |
Income (Loss) before Loss on Sales of Investment Property and Equipment | 12,460,149 | (6,321,864) | 24,254,959 | (8,377,585) |
Loss on Sales of Investment Property and Equipment | (27,341) | (27,479) | (36,055) | (108,111) |
Net Income (Loss) | 12,432,808 | (6,349,343) | 24,218,904 | (8,485,696) |
Less: Preferred Dividends | 6,810,756 | 5,123,257 | 18,219,769 | 15,192,687 |
Net Income (Loss) Attributable to Common Shareholders | $ 5,622,052 | $ (11,472,600) | $ 5,999,135 | $ (23,678,383) |
Basic and Diluted Income (Loss) Per Share: | ||||
Net Income (Loss) | $ 0.31 | $ (0.17) | $ 0.61 | $ (0.23) |
Less: Preferred Dividends | 0.17 | 0.14 | 0.46 | 0.42 |
Net Income (Loss) Attributable to Common Shareholders | $ 0.14 | $ (0.31) | $ 0.15 | $ (0.65) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 40,513,150 | 37,151,432 | 39,591,565 | 36,542,855 |
Diluted | 40,753,553 | 37,151,432 | 39,829,716 | 36,542,855 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Series B Cumulative Redeemable Preferred Stock [Member] | Series C Cumulative Redeemable Preferred Stock [Member] | Series D Cumulative Redeemable Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Undistributed Income (Accumulated Deficit) [Member] | Total |
Balance at Dec. 31, 2017 | $ 3,548,807 | $ 95,030,000 | $ 143,750,000 | $ 0 | $ 168,034,868 | $ 11,519,582 | $ (667,793) | $ 421,215,464 |
Balance, shares at Dec. 31, 2017 | 35,488,068 | |||||||
Unrealized Net Holding Gain on Securities Available for Sale, Net of Reclassification Adjustment | $ 0 | 0 | 0 | 0 | 0 | (11,519,582) | 11,519,582 | 0 |
Common Stock Issued with the DRIP | $ 80,907 | 0 | 0 | 0 | 9,970,592 | 0 | 0 | 10,051,499 |
Common Stock Issued with the DRIP, shares | 809,076 | |||||||
Common Stock Issued through Restricted/Unrestricted Stock Awards | $ 200 | 0 | 0 | 0 | (200) | 0 | 0 | 0 |
Common Stock Issued through Restricted/Unrestricted Stock Awards, shares | 2,000 | |||||||
Common Stock Issued through Stock Options | $ 1,200 | 0 | 0 | 0 | 132,720 | 0 | 0 | 133,920 |
Common Stock Issued through Stock Options, shares | 12,000 | |||||||
Preferred Stock Issued through Underwritten Registered Public Offering, net | $ 0 | 0 | 0 | 50,000,000 | (1,752,720) | 0 | 0 | 48,247,280 |
Distributions | 0 | 0 | 0 | 0 | (11,173,321) | 0 | 0 | (11,173,321) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 282,062 | 0 | 0 | 282,062 |
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | (22,208,337) | (22,208,337) |
Balance at Mar. 31, 2018 | $ 3,631,114 | 95,030,000 | 143,750,000 | 50,000,000 | 165,494,001 | 0 | (11,356,548) | 446,548,567 |
Balance, shares at Mar. 31, 2018 | 36,311,144 | |||||||
Balance at Dec. 31, 2017 | $ 3,548,807 | 95,030,000 | 143,750,000 | 0 | 168,034,868 | 11,519,582 | (667,793) | 421,215,464 |
Balance, shares at Dec. 31, 2017 | 35,488,068 | |||||||
Net Income (Loss) | (8,485,696) | |||||||
Balance at Sep. 30, 2018 | $ 3,746,604 | 95,030,000 | 143,750,000 | 50,000,000 | 161,254,758 | 0 | (667,793) | 453,113,569 |
Balance, shares at Sep. 30, 2018 | 37,466,040 | |||||||
Balance at Mar. 31, 2018 | $ 3,631,114 | 95,030,000 | 143,750,000 | 50,000,000 | 165,494,001 | 0 | (11,356,548) | 446,548,567 |
Balance, shares at Mar. 31, 2018 | 36,311,144 | |||||||
Unrealized Net Holding Gain on Securities Available for Sale, Net of Reclassification Adjustment | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock Issued with the DRIP | $ 47,283 | 0 | 0 | 0 | 6,309,047 | 0 | 0 | 6,356,330 |
Common Stock Issued with the DRIP, shares | 472,825 | |||||||
Common Stock Issued through Restricted/Unrestricted Stock Awards | $ 4,600 | 0 | 0 | 0 | (4,600) | 0 | 0 | 0 |
Common Stock Issued through Restricted/Unrestricted Stock Awards, shares | 46,000 | |||||||
Common Stock Issued through Stock Options | $ 6,700 | 0 | 0 | 0 | 694,500 | 0 | 0 | 701,200 |
Common Stock Issued through Stock Options, shares | 67,000 | |||||||
Distributions | $ 0 | 0 | 0 | 0 | (11,723,764) | 0 | 0 | (11,723,764) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 571,492 | 0 | 0 | 571,492 |
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | 20,071,984 | 20,071,984 |
Balance at Jun. 30, 2018 | $ 3,689,697 | 95,030,000 | 143,750,000 | 50,000,000 | 161,340,676 | 0 | 8,715,436 | 462,525,809 |
Balance, shares at Jun. 30, 2018 | 36,896,969 | |||||||
Unrealized Net Holding Gain on Securities Available for Sale, Net of Reclassification Adjustment | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock Issued with the DRIP | $ 51,757 | 0 | 0 | 0 | 7,757,624 | 0 | 0 | 7,809,381 |
Common Stock Issued with the DRIP, shares | 517,571 | |||||||
Common Stock Issued through Restricted/Unrestricted Stock Awards | $ 100 | 0 | 0 | 0 | (100) | 0 | 0 | 0 |
Common Stock Issued through Restricted/Unrestricted Stock Awards, shares | 1,000 | |||||||
Common Stock Issued through Stock Options | $ 5,050 | 0 | 0 | 0 | 544,830 | 0 | 0 | 549,880 |
Common Stock Issued through Stock Options, shares | 50,500 | |||||||
Distributions | $ 0 | 0 | 0 | 0 | (8,782,440) | 0 | (3,033,886) | (11,816,326) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 394,168 | 0 | 0 | 394,168 |
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | (6,349,343) | (6,349,343) |
Balance at Sep. 30, 2018 | $ 3,746,604 | 95,030,000 | 143,750,000 | 50,000,000 | 161,254,758 | 0 | (667,793) | 453,113,569 |
Balance, shares at Sep. 30, 2018 | 37,466,040 | |||||||
Balance at Dec. 31, 2018 | $ 3,832,041 | 95,030,000 | 143,750,000 | 50,000,000 | 157,449,781 | 0 | (25,363,782) | 424,698,040 |
Balance, shares at Dec. 31, 2018 | 38,320,414 | |||||||
Common Stock Issued with the DRIP | $ 83,685 | 0 | 0 | 0 | 10,588,019 | 0 | 0 | 10,671,704 |
Common Stock Issued with the DRIP, shares | 836,847 | |||||||
Common Stock Issued through Restricted/Unrestricted Stock Awards | $ 100 | 0 | 0 | 0 | (100) | 0 | 0 | 0 |
Common Stock Issued through Restricted/Unrestricted Stock Awards, shares | 1,000 | |||||||
Common Stock Issued through Stock Options | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Preferred Stock Issued through Underwritten Registered Public Offering, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Distributions | 0 | 0 | 0 | 0 | (1,065,916) | 0 | (11,037,393) | (12,103,309) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 390,683 | 0 | 0 | 390,683 |
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | 11,037,393 | 11,037,393 |
Balance at Mar. 31, 2019 | $ 3,915,826 | 95,030,000 | 143,750,000 | 50,000,000 | 167,362,467 | 0 | (25,363,782) | 434,694,511 |
Balance, shares at Mar. 31, 2019 | 39,158,261 | |||||||
Balance at Dec. 31, 2018 | $ 3,832,041 | 95,030,000 | 143,750,000 | 50,000,000 | 157,449,781 | 0 | (25,363,782) | 424,698,040 |
Balance, shares at Dec. 31, 2018 | 38,320,414 | |||||||
Net Income (Loss) | 24,218,904 | |||||||
Balance at Sep. 30, 2019 | $ 4,081,087 | 95,030,000 | 243,750,000 | 50,000,000 | 169,137,034 | 0 | (25,363,782) | 536,634,339 |
Balance, shares at Sep. 30, 2019 | 40,810,874 | |||||||
Balance at Mar. 31, 2019 | $ 3,915,826 | 95,030,000 | 143,750,000 | 50,000,000 | 167,362,467 | 0 | (25,363,782) | 434,694,511 |
Balance, shares at Mar. 31, 2019 | 39,158,261 | |||||||
Common Stock Issued with the DRIP | $ 83,426 | 0 | 0 | 0 | 10,640,131 | 0 | 0 | 10,723,557 |
Common Stock Issued with the DRIP, shares | 834,258 | |||||||
Common Stock Issued through Restricted/Unrestricted Stock Awards | $ 11,960 | 0 | 0 | 0 | (11,960) | 0 | 0 | 0 |
Common Stock Issued through Restricted/Unrestricted Stock Awards, shares | 119,600 | |||||||
Common Stock Issued through Stock Options | $ 4,200 | 0 | 0 | 0 | 430,460 | 0 | 0 | 434,660 |
Common Stock Issued through Stock Options, shares | 42,000 | |||||||
Preferred Stock Issued through Underwritten Registered Public Offering, net | $ 0 | 0 | 100,000,000 | 0 | (3,311,782) | 0 | 0 | 96,688,218 |
Distributions | 0 | 0 | 0 | 0 | (13,221,385) | 0 | (748,703) | (13,970,088) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 668,190 | 0 | 0 | 668,190 |
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | 748,703 | 748,703 |
Balance at Jun. 30, 2019 | $ 4,015,412 | 95,030,000 | 243,750,000 | 50,000,000 | 162,556,121 | 0 | (25,363,782) | 529,987,751 |
Balance, shares at Jun. 30, 2019 | 40,154,119 | |||||||
Common Stock Issued with the DRIP | $ 64,475 | 0 | 0 | 0 | 7,756,949 | 0 | 0 | 7,821,424 |
Common Stock Issued with the DRIP, shares | 644,755 | |||||||
Common Stock Issued through Stock Options | $ 3,200 | 0 | 0 | 0 | 326,120 | 0 | 0 | 329,320 |
Common Stock Issued through Stock Options, shares | 32,000 | |||||||
Distributions | $ 0 | 0 | 0 | 0 | (1,699,679) | 0 | (12,432,808) | (14,132,487) |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 432,837 | 0 | 0 | 432,837 |
Repurchase of Common Stock | $ (2,000) | 0 | 0 | 0 | (235,314) | 0 | 0 | (237,314) |
Repurchase of Common Stock, shares | (20,000) | |||||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | 0 | 0 | 12,432,808 | 12,432,808 |
Balance at Sep. 30, 2019 | $ 4,081,087 | $ 95,030,000 | $ 243,750,000 | $ 50,000,000 | $ 169,137,034 | $ 0 | $ (25,363,782) | $ 536,634,339 |
Balance, shares at Sep. 30, 2019 | 40,810,874 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 24,218,904 | $ (8,485,696) |
Non-Cash items included in Net Income (Loss): | ||
Depreciation | 27,009,888 | 23,410,519 |
Amortization of Financing Costs | 559,325 | 462,604 |
Stock Compensation Expense | 1,491,710 | 1,247,722 |
Provision (Benefit) for Uncollectible Notes and Other Receivables | 971,873 | (835,102) |
Gain on Sales of Marketable Securities, net | 0 | (20,107) |
(Increase) Decrease in Fair Value of Marketable Securities | (15,477,833) | 19,762,579 |
Loss on Sales of Investment Property and Equipment | 36,055 | 108,111 |
Changes in Operating Assets and Liabilities: | ||
Inventory of Manufactured Homes | (6,812,376) | (7,521,803) |
Notes and Other Receivables, net of Notes Acquired with Acquisitions | (6,748,342) | (3,280,881) |
Prepaid Expenses and Other Assets | (3,814,046) | (1,995,025) |
Accounts Payable | 1,142,361 | 722,344 |
Accrued Liabilities and Deposits | 2,528,912 | 666,513 |
Tenant Security Deposits | 755,478 | 485,706 |
Net Cash Provided by Operating Activities | 25,861,909 | 24,727,484 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Manufactured Home Communities, net of mortgages assumed | (37,308,285) | (24,549,398) |
Purchase of Investment Property and Equipment | (49,343,862) | (38,562,274) |
Proceeds from Sales of Investment Property and Equipment | 2,129,383 | 1,956,785 |
Additions to Land Development Costs | (13,731,458) | (8,504,424) |
Purchase of Marketable Securities | (1,363,908) | (17,978,715) |
Proceeds from Sales of Marketable Securities | 0 | 268,675 |
Net Cash Used in Investing Activities | (99,618,130) | (87,369,351) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Mortgages, net of mortgages assumed | 44,850,000 | 13,442,000 |
Net (Payments) Proceeds on Short Term Borrowings | (31,576,000) | 2,331,831 |
Principal Payments of Mortgages | (19,566,703) | (5,094,625) |
Financing Costs on Debt | (786,735) | (290,852) |
Proceeds from Issuance of Preferred Stock, net of offering costs | 96,688,218 | 48,247,280 |
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments | 23,578,603 | 21,292,003 |
Repurchase of Common Stock | (237,314) | 0 |
Proceeds from Exercise of Stock Options | 763,980 | 1,385,000 |
Preferred Dividends Paid | (18,744,771) | (14,927,062) |
Common Dividends Paid, net of Dividend Reinvestments | (15,823,031) | (16,861,142) |
Net Cash Provided by Financing Activities | 79,146,247 | 49,524,433 |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | 5,390,026 | (13,117,434) |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 12,777,411 | 27,891,249 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ 18,167,437 | $ 14,773,815 |
Organization and Accounting Pol
Organization and Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Accounting Policies | NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES UMH Properties, Inc., a Maryland corporation, together with 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 122 manufactured home communities containing approximately 23,000 developed homesites as of September 30, 2019. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. The Company, through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (“S&F”), conducts manufactured home sales to residents and prospective residents in its communities. Inherent in the operations of manufactured home communities are site vacancies. S&F was established to fill these vacancies and enhance the value of the communities. The Company also owns a portfolio of REIT securities which the Company generally limits to no more than approximately 15% of its undepreciated assets. The consolidated financial statements of the Company include S&F and all of its other wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company is subject to franchise taxes in some of the states in which the Company owns property. The interim Consolidated Financial Statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018. Use of Estimates In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from these estimates and assumptions. Reclassifications Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods. Derivative Instruments and Hedging Activities In the normal course of business, the Company is exposed to financial market risks, including interest rate risk on its variable rate debt. The Company attempts to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments. The Company’s primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. The Company previously entered into various interest rate swap agreements that have had the effect of fixing interest rates relative to specific mortgage loans. As of September 30, 2019, these agreements have expired and the Company does not have any interest rate swap agreements in effect. Recently Adopted Accounting Pronouncements In August 2018, the Securities and Exchange Commission adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification”, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The first presentation of changes in stockholders’ equity was included in the Form 10-Q for the quarter ended March 31, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets as a right-of-use asset and a corresponding liability. ASU 2016-02 also makes targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which included amendments to clarify certain aspects of the new lease standard. In July 2018, the FASB also issued ASU No. 2018-11, “Leases (Topic 842) – Target Improvements.” ASU No. 2018-11 provides a new transition method and a practical expedient to separating contract components as required by ASU 2016-02. Under ASU 2018-11, an entity applying the new lease accounting standard may record a cumulative adjustment to the opening balance of undistributed income (accumulated deficit) in the period of adoption, instead of having to restate comparative results, as initially required. Additionally, ASU No. 2018-11 provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance if both 1. the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same (instead of the timing and pattern of revenue recognition, as proposed); and 2. the lease component, if accounted for separately, would be classified as an operating lease. In December 2018, the FASB issued ASU 2018-20, “Leases (Topic 842) – Narrow-Scope Improvements for Lessors.” ASU 2018-20 allow lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. The amendments also require a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf from variable payments and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. In addition, the amendments clarify that when lessors allocate variable payments to lease and non-lease components they are required to follow the recognition guidance in the new lease standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. The Company adopted this standard effective January 1, 2019, and it did not have a material impact on the Company’s financial position, results of operations or cash flows. Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. The non-lease components of our lease agreements consist primarily of utility reimbursements. We have elected the lessor practical expedient to combine the lease and non-lease components. We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. For leases with a term greater than one year, right-of-use assets and corresponding liabilities are included on the Consolidated Balance Sheet. The right-of-use asset and corresponding lease liabilities are measured as the estimated present value of minimum lease payments at the commencement of the lease agreement and discounted by our borrowing rate. As of September 30, 2019, the right-of-use assets and corresponding lease liabilities of $2,750,245 is 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: 2019 $ 91,313 2020 369,135 2021 371,076 2022 212,171 2023 104,662 Thereafter 7,954,333 Total Lease Payments $ 9,102,690 The weighted average remaining lease term for these leases is 165.0 years. The right of use assets and lease liabilities was calculated using an interest rate of 5%. Additionally, for all leases, we have elected the package of practical expedients, which permits the Company not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, and measurement of initial direct costs for any existing leases. In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard effective January 1, 2018. 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. Previously, changes in restricted cash were reported on the Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity. The following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown: 9/30/19 12/31/18 9/30/18 12/31/17 Cash and Cash Equivalents $ 11,111,055 $ 7,433,470 $ 8,879,883 $ 23,242,090 Restricted Cash 7,056,382 5,343,941 5,893,932 4,649,159 Cash, Cash Equivalents And Restricted Cash $ 18,167,437 $ 12,777,411 $ 14,773,815 $ 27,891,249 In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018. The Company previously classified its marketable securities as available-for-sale and carried at fair value with unrealized holding gains and losses excluded from earnings and reported as a separate component of Shareholders’ Equity until realized. The change in the unrealized net holding gains (losses) was reflected in the Company’s Comprehensive Income (Loss). As a result of adoption, these securities will continue to be measured at fair value; however, the change in the unrealized net holding gains and losses is now recognized through net income. As of January 1, 2018, unrealized net holding gains of $11,519,582 were reclassed to beginning undistributed income (accumulated deficit) to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). The objective of this amendment is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this amendment, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. This amendment applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. An entity should apply the amendments using either the full retrospective approach or retrospectively with a cumulative effect of initially applying the amendments recognized at the date of initial application. In July 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard effective January 1, 2018. For transactions in the scope of ASU 2014-09, 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. The adoption of ASU 2014-09 did not result in any change to our accounting policies for revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary. Our primary source of revenue is generated from lease agreements for our sites and homes. Resident leases are generally for one-year or month-to-month terms and are renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. 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. Prior to the adoption of ASC 606, sales of manufactured homes were recognized under ASC 605 “Revenue Recognition” since these homes are not permanent fixtures or improvements to the underlying real estate. In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we 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. Interest income is not in the scope of ASC 606. Dividend income and gain on sales of marketable securities, net 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, service and marketing agreements with cable providers, and in 2017 included an upfront oil and gas bonus payment. This income is recognized when the transactions are completed and our performance obligations have been fulfilled. As of September 30, 2019 and 2018, the Company had notes receivable of $35,370,466 and $28,094,814, respectively. Notes receivables are presented as a component of Notes and Other Receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. Due to the nature of our revenue from contracts with customers, we do not have material contract assets or liabilities that fall under the scope of ASC 606. Other Recent Accounting Pronouncements In September 2016, the FASB issued 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. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2019. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements. 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 2 – NET INCOME (LOSS) PER SHARE Basic Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average shares outstanding for the period. Diluted Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the three months ended September 30, 2019, common stock equivalents resulting from employee stock options to purchase 1,068,600 shares of common stock amounted to 240,403 shares, which were included in the computation of Diluted Net Income (Loss) per Share. For the nine months ended September 30, 2019, common stock equivalents resulting from employee stock options to purchase 1,068,600 shares of common stock amounted to 238,151 shares, which were included in the computation of Diluted Net Income (Loss) per Share. For the three and nine months ended September 30, 2018, employee stock options to purchase 2,227,600 shares of common stock were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive. |
Investment Property and Equipme
Investment Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Investment Property and Equipment | NOTE 3 – INVESTMENT PROPERTY AND EQUIPMENT Acquisitions On July 3, 2019, the Company acquired Friendly Village, located in Perrysburg, Ohio, for approximately $19,386,000. This all-age community contains a total of 824 developed homesites that are situated on approximately 101 total acres. At the date of acquisition, the average occupancy for this community was approximately 46%. In conjunction with this acquisition, the Company assumed a mortgage of approximately $7,300,000 on this property (See Note 5). On July 30, 2019, the Company acquired two communities, New Colony and 51 Estates, located in Pennsylvania, for approximately $11,650,000. These communities contain a total of 285 developed homesites that are situated on approximately 60 acres. At the date of acquisition, the average occupancy for these communities was approximately 76%. On August 27, 2019, the Company acquired Northtowne Meadows, located in Erie, Michigan, for approximately $25,201,000. This community contains a total of 386 developed homesites that are situated on approximately 85 total acres. At the date of acquisition, the average occupancy for this community was approximately 88%. In conjunction with this acquisition, the Company assumed a mortgage of approximately $12,100,000 on this property (See Note 5). These acquisitions have been accounted for utilizing the acquisition method of accounting in accordance with ASC 805, Business Combinations, and accordingly, the results of the acquired assets are included in the statements of income (loss) from the date of acquisition. The following table summarizes the estimated fair value of the assets acquired, including transaction costs of approximately $606,000, for the nine months ended September 30, 2019: At Acquisition Date Assets Acquired: Land $ 4,185,790 Depreciable Property 52,529,669 Notes Receivable and Other 127,286 Total Assets Acquired $ 56,842,745 See Note 12 for the Unaudited Pro Forma Financial Information relating to these acquisitions. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | NOTE 4 – MARKETABLE SECURITIES The Company’s marketable securities consists primarily of marketable common and preferred stock of other REITs with a fair value of $116,437,477 as of September 30, 2019. The Company generally limits its investment in marketable securities to no more than approximately 15% of its undepreciated assets. The REIT securities portfolio provides the Company with additional liquidity and additional income and serves as a proxy for real estate when more favorable risk adjusted returns are not available. On January 1, 2018, the Company adopted ASU 2016-01, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in “Accumulated Other Comprehensive Income” on our Consolidated Balance Sheets. As a result, on January 1, 2018 the Company recorded an increase to beginning undistributed income (accumulated deficit) of $11,519,582 to recognize the unrealized gains previously recorded in “Accumulated Other Comprehensive Income” on our Consolidated Balance Sheets. Subsequent changes in the fair value of the Company’s marketable securities will be recorded to “Increase (Decrease) in Fair Value of Marketable Securities” on our Consolidated Statements of Income (Loss). During the nine months ended September 30, 2019, the Company made purchases of $1,363,908 in marketable securities. Of this amount, the Company made total purchases of 96,129 common shares of Monmouth Real Estate Investment Corporation (“MREIC”), a related REIT, through MREIC’s Dividend Reinvestment and Stock Purchase Plan for a total cost of $1,263,079 or weighted average cost of $13.14 per share. The Company owned a total of 2,542,182 MREIC common shares as of September 30, 2019 at a total cost of $23,555,487 and a fair value of $36,632,846. As of September 30, 2019, the Company had total net unrealized losses of $(24,677,981) in its REIT securities portfolio. For the three and nine months ended September 30, 2019, the Company recorded a $9,234,252 increase and a $15,477,833 increase, respectively, in the fair value of these marketable securities. The Company held thirteen securities that had unrealized losses as of September 30, 2019. The Company normally holds REIT securities long-term and has the ability and intent to hold these securities to recovery. |
Loans and Mortgages Payable
Loans and Mortgages Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loans and Mortgages Payable | NOTE 5 – LOANS AND MORTGAGES PAYABLE Unsecured Line of Credit On November 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The Facility is syndicated with two banks led by BMO Capital Markets Corp. (“BMO”), as sole lead arranger and sole book runner, with Bank of Montreal as administrative agent, and includes JPMorgan Chase Bank, N.A. (“J.P. Morgan”) as the sole syndication agent. The Amendment provided for an increase from $50 million in available borrowings to $75 million in available borrowings with a $50 million accordion feature, bringing the total potential availability up to $125 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extended the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the Facility is limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The Amendment increased the value of the Borrowing Base communities by reducing the capitalization rate applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base from 7.5% to 7.0%. As of September 30, 2019, $5,000,000 was outstanding on this Facility. Loans Payable Loans Payable includes unamortized debt issuance costs of $359,692 and $432,126 at September 30, 2019 and December 31, 2018, respectively. The weighted average interest rate was 3.8% and 4.2% at September 30, 2019 and December 31, 2018, respectively, not including the effect of unamortized debt issuance costs. At September 30, 2019, $40,606,862 was outstanding on the margin loan at an interest rate of 2.5%. On April 30, 2019, the Company expanded its revolving line of credit for the financing of homes from $10 million to $15 million. Mortgages Payable The following is a summary of our mortgages payable as of September 30, 2019 and December 31, 2018: 9/30/2019 12/31/2018 Amount Rate Amount Rate Fixed rate mortgages before unamortized debt issuance costs $ 379,101,982 4.1 % 334,411,425 4.3 % Unamortized debt issuance costs (3,618,206 ) (3,318,362 ) Mortgages, net of unamortized debt issuance costs $ 375,483,776 4.2 % $ 331,093,063 4.3 % As of September 30, 2019 and December 31, 2018, the weighted average loan maturity of mortgages payable was 6.2 years and 6.3 years, respectively. On July 1, 2019, the Company obtained two Federal National Mortgage Association (“Fannie Mae”) mortgages totaling $38,775,000 through Wells Fargo Bank, N.A. (“Wells Fargo”) on Oxford Village, Southwind Village and Woodlawn Village. The interest rate on these mortgages are fixed at 3.41%. These mortgages mature on July 1, 2029, with principal repayments based on a 30-year amortization schedule. Proceeds from these mortgages were used to repay the existing Oxford Village and Southwind Village mortgages of approximately $11.5 million, which had a weighted average interest rate of 5.94%. On July 3, 2019, the Company assumed a mortgage loan with a balance of approximately $7,300,000, in conjunction with its acquisition of Friendly Village. The interest rate on this mortgage is fixed at 4.6175%. This mortgage matures on May 6, 2023. On August 27, 2019, the Company assumed a mortgage loan with a balance of approximately $12,100,000, in conjunction with its acquisition of Northtowne Meadows. The interest rate on this mortgage is fixed at 4.45%. This mortgage matures on September 6, 2026. On September 30, 2019, the Company obtained a $6,075,000 Fannie Mae mortgage through Wells Fargo on Twin Oaks I & II. The interest rate on this mortgage is fixed at 3.37%. This mortgage matures on October 1, 2029, with principal repayments based on a 30-year amortization schedule. Proceeds from this mortgage was used to repay the existing Twin Oaks I & II mortgage of approximately $2.3 million, which had an interest rate of 5.75%. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 6 - SHAREHOLDERS’ EQUITY Common Stock On September 16, 2019, the Company paid total cash dividends of $7,321,730 or $0.18 per share to common shareholders of record as of the close of business on August 15, 2019, of which $1,948,084 was reinvested in the Dividend Reinvestment and Stock Purchase Plan (“DRIP”). Total dividends paid to our common shareholders for the nine months ended September 30, 2019 amounted to $21,461,113 of which $5,638,082 was reinvested. On October 3, 2019, the Company declared a dividend of $0.18 per share to be paid December 16, 2019 to common shareholders of record as of the close of business on November 15, 2019. During the nine months ended September 30, 2019, the Company received, including dividends reinvested of $5,638,082, a total of $29,216,685 from its DRIP. There were 2,315,860 new shares issued under the DRIP during this period. On August 14, 2019, the Company announced that it has discontinued granting waivers to the $1,000 monthly maximum for the purchase of shares for cash under its DRIP, which will result in less capital being raised through the DRIP going forward. Issuer Purchases of Equity Securities On January 15, 2019, the Board of Directors reaffirmed its Share Repurchase Program (the “Repurchase Program”) that authorizes the Company to purchase up to $25,000,000 in the aggregate of the Company’s common stock. 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 the Repurchase Program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. During the nine months ended September 30, 2019, the Company repurchased 20,000 shares at an aggregate cost of $237,314, or a weighted average price of $11.87 per share. 8.0% Series B Cumulative Redeemable Preferred Stock On September 16, 2019, the Company paid $1,900,600 in dividends or $0.50 per share for the period from June 1, 2019 through August 31, 2019 to holders of record as of the close of business on August 15, 2019 of our 8.0% Series B Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share (“Series B Preferred”). Dividends on our Series B Preferred shares are cumulative and payable quarterly at an annual rate of $2.00 per share. Total dividends paid to our Series B Preferred shareholders for the nine months ended September 30, 2019 amounted to $5,701,800. On October 3, 2019, the Company declared a dividend of $0.50 per share for the period from September 1, 2019 through November 30, 2019 to be paid on December 16, 2019 to Series B Preferred shareholders of record as of the close of business on November 15, 2019. 6.75% Series C Cumulative Redeemable Preferred Stock On April 29, 2019, the Company issued and sold a total of 4,000,000 shares, including as a result of the underwriters’ exercise in full of their overallotment option of 400,000 shares, of our 6.75% Series C Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share (“Series C Preferred”) at an offering price of $25.00 per share in an underwritten registered public offering. The additional shares of Series C Preferred form a single series with, have the same terms as, and vote as a single class with, the 5,750,000 previously outstanding shares of Series C Preferred issued in July 2017 and rank on a parity with the Company’s outstanding 8.0% Series B Cumulative Redeemable Preferred Stock and its outstanding 6.375% Series D Cumulative Redeemable Preferred Stock. As of September 30, 2019, after giving effect to the offering, the Company had a total of 9,750,000 shares of Series C Preferred outstanding. The Company received net proceeds from the sale of the 4,000,000 shares of Series C Preferred of approximately $96.7 million, after deducting the underwriting discount and other estimated offering expenses, and intends to use the proceeds for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties and possible repayment of indebtedness on a short-term basis. In conjunction with the issuance of the Company’s Series C Preferred, on April 26, 2019 the Company filed with the Maryland State Department of Assessments and Taxation (the “Maryland SDAT”), an amendment to the Company’s charter to increase the authorized number of shares of the Company’s common stock by 16,000,000 shares. As a result of this amendment, the Company’s total authorized shares were increased from 126,413,800 shares (classified as 111,363,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 5,750,000 shares of Series C Preferred, 2,300,000 shares of Series D Preferred and 3,000,000 shares of excess stock) to 142,413,800 shares (classified as 127,363,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 5,750,000 shares of Series C Preferred, 2,300,000 shares of Series D Preferred and 3,000,000 shares of excess stock). Immediately following this amendment, the Company filed with the Maryland SDAT Articles Supplementary reclassifying 4,000,000 shares of Common Stock as shares of Series C Preferred. After this amendment, the Company’s authorized stock consisted of 123,363,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 9,750,000 shares of Series C Preferred, 2,300,000 shares of Series D Preferred and 3,000,000 shares of excess stock (See Note 11). On September 16, 2019, the Company paid $4,113,281 in dividends or $0.421875 per share for the period from June 1, 2019 through August 31, 2019 to holders of record as of the close of business on August 15, 2019 of our Series C Preferred. Dividends on our Series C Preferred shares are cumulative and payable quarterly at an annual rate of $1.6875 per share. Total dividends paid to our Series C Preferred shareholders for the nine months ended September 30, 2019 amounted to $10,652,344. On October 3, 2019, the Company declared a dividend of $0.421875 per share for the period from September 1, 2019 through November 30, 2019 to be paid on December 16, 2019 to Series C Preferred shareholders of record as of the close of business on November 15, 2019. 6.375% Series D Cumulative Redeemable Preferred Stock On September 16, 2019, the Company paid $796,876 in dividends or $0.3984375 per share for the period from June 1, 2019 through August 31, 2019 to holders of record as of the close of business on August 15, 2019 of our 6.375% Series D Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share (“Series D Preferred”). Dividends on our Series D Preferred shares are cumulative and payable quarterly at an annual rate of $1.59375 per share. Total dividends paid to our Series D Preferred shareholders for the nine months ended September 30, 2019 amounted to $2,390,628. On October 3, 2019, the Company declared a dividend of $0.3984375 per share for the period from September 1, 2019 through November 30, 2019 to be paid on December 16, 2019 to Series D Preferred shareholders of record as of the close of business on November 15, 2019. Preferred Stock At-The-Market Sales Program On October 21, 2019, the Company entered into a Preferred Stock At-The-Market Sales Program (“ATM Program”) with B. Riley FBR, Inc. (“B. Riley”), as distribution agent, under which the Company may offer and sell shares of the Company’s Series C Preferred and/or Series D Preferred, having an aggregate sales price of up to $100,000,000 (See Note 11). In conjunction with the ATM Program, on October 21, 2019, the Company filed with the Maryland SDAT an amendment to the Company’s charter to increase the authorized number of shares of the Company’s common stock by 8,000,000 shares. Immediately following this amendment, the Company filed with the Maryland SDAT Articles Supplementary reclassifying (i) 4,000,000 shares of the Company’s Common Stock as shares of Series C Preferred and (ii) 3,700,000 shares of the Company’s Common Stock as shares of Series D Preferred (See Note 11). |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | NOTE 7 – STOCK BASED COMPENSATION The Company accounts for awards of stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost 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 $432,837 and $1,491,710 have been recognized for the three and nine months ended September 30, 2019, respectively, and $394,168 and $1,247,722 have been recognized for the three and nine months ended September 30, 2018, respectively. On January 2, 2019, the Company granted options to purchase 60,000 shares of common stock to two participants in the Company’s Amended and Restated 2013 Incentive Award Plan. The grant date fair value of these options amounted to $95,332. These grants vest over one year. On April 2, 2019, the Company awarded a total of 117,600 shares of restricted stock to Samuel A. Landy and Anna T. Chew, pursuant to their employment agreements. The grant date fair value of these restricted stock grants was $1,634,640. These grants vest ratably over 5 years. On April 2, 2019, the Company granted options to purchase 584,000 shares of common stock to forty participants in the Company’s Amended and Restated 2013 Incentive Award Plan. The grant date fair value of these options amounted to $1,012,293. These grants vest over one year. Compensation costs for grants issued to a participant who is of retirement age is recognized at the time of the grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the nine months ended September 30, 2019 and 2018: 2019 2018 Dividend yield 5.13 % 4.78 % Expected volatility 24.04 % 25.82 % Risk-free interest rate 2.50 % 2.74 % Expected lives 10 10 Estimated forfeitures -0- -0- The weighted-average fair value of options granted during the nine months ended September 30, 2019 and 2018 was $1.72 and $2.06 per share, respectively. During the nine months ended September 30, 2019, six participants exercised options to purchase a total of 74,000 shares of common stock at a weighted-average exercise price of $10.32 per share for total proceeds of $763,980. As of September 30, 2019, there were options outstanding to purchase 2,822,600 shares. There were 1,196,900 shares available for grant under the Amended and Restated 2013 Incentive Award Plan. The aggregate intrinsic value of options outstanding as of September 30, 2019 was $4,729,040 and the aggregate intrinsic value of options exercised during the nine months ended September 30, 2019 was $214,480. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 - FAIR VALUE MEASUREMENTS In accordance with ASC 820-10, Fair Value Measurements and Disclosures, the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2019 and December 31, 2018: Fair Value Measurements at Reporting Date Using Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) As of September 30, 2019: Marketable Securities - Preferred stock $ 3,891,465 $ 3,891,465 $ -0- $ -0- Marketable Securities - Common stock 112,546,012 112,546,012 -0- -0- Total $ 116,437,477 $ 116,437,477 $ -0- $ -0- As of December 31, 2018: Marketable Securities - Preferred stock $ 3,399,558 $ 3,399,558 $ -0- $ -0- Marketable Securities - Common stock 96,196,178 96,196,178 -0- -0- Total $ 99,595,736 $ 99,595,736 $ -0- $ -0- In addition to the Company’s investments in marketable securities, the Company is required to disclose certain information about the 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 and traded in active markets and are therefore classified in Level 1 of the fair value hierarchy. 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 Mortgages Payable and Loans Payable approximate their current carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest. As of September 30, 2019, the fair value of Fixed Rate Mortgages Payable amounted to $386,282,094 and the carrying value of Fixed Rate Mortgages Payable amounted to $379,101,982. |
Contingencies, Commitments and
Contingencies, Commitments and Other Matters | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies, Commitments and Other Matters | NOTE 9 – CONTINGENCIES, COMMITMENTS AND OTHER MATTERS From time to time, the Company may be subject to claims and litigation in the ordinary course of business. Management does not believe that any such claims or litigation will have a material adverse effect on the financial position or results of operations. The Company has an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage can provide financing for home purchasers in the Company’s communities. The Company does not receive referral fees or other cash compensation under the agreement. If 21st Mortgage makes loans to purchasers and those purchasers default on their loans and 21st Mortgage repossesses the homes securing such loans, the Company has agreed to purchase from 21st Mortgage each such repossessed home for a price equal to 80% to 95% of the amount under each such loan, subject to certain adjustments. This agreement may be terminated by either party with 30 days written notice. As of September 30, 2019, the total loan balance under this agreement was approximately $2.6 million. Additionally, 21st Mortgage previously made loans to purchasers in certain communities we acquired. In conjunction with these acquisitions, the Company has agreed to purchase from 21st Mortgage each repossessed home, if those purchasers default on their loans. The purchase price ranges from 55% to 100% of the amount under each such loan, subject to certain adjustments. As of September 30, 2019, the total loan balance owed to 21st Mortgage with respect to homes in these acquired communities was approximately $2.6 million. Although this agreement is still active, this program is not being utilized by the Company’s new customers as a source of financing. S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If a loan application does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included in Notes and Other Receivables is approximately $23,696,000 of loans that the Company acquired under the COP Program as of September 30, 2019. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest during the nine months ended September 30, 2019 and 2018 was $13,667,710 and $11,881,714 respectively. Interest cost capitalized to Land Development was $1,017,304 and $532,640 for the nine months ended September 30, 2019 and 2018, respectively. During the nine months ended September 30, 2019 and 2018, the Company had Dividend Reinvestments of $5,638,082 and $2,925,207 respectively, which required no cash transfers. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were issued. Effective October 1, 2019, the Company entered into a new lease for its executive offices in Freehold, New Jersey which combines the existing corporate office space with additional adjacent office space. This new lease extends our existing lease through April 30, 2027 and requires monthly lease payments of $23,098 through April 30, 2022 and $23,302 from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common area maintenance. In conjunction with this new lease, the Company terminated the additional office space leases dated July 1, 2017 and February 14, 2018. Mr. Eugene W. Landy, the Founder and Chairman of the Board of the Company, owns a 24% interest in the entity that is the landlord of the property where the Company’s corporate office space is located. Management believes that the aforesaid rents are no more than what the Company would pay for comparable space elsewhere. On October 21, 2019, the Company entered into an ATM Program with B. Riley, as distribution agent, under which the Company may offer and sell shares of the Company’s Series C Preferred and/or Series D Preferred having an aggregate sales price of up to $100,000,000. Sales of shares under the ATM Program are “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 or Series D Preferred, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. We began selling shares under the ATM Program on October 22, 2019 and through October 30, 2019, 349,767 shares of our Series D Preferred were sold at a weighted average price of $25.32 per share, generating net proceeds of $8,714,713, after offering expenses. In conjunction with the ATM Program, on October 21, 2019, the Company filed with the Maryland SDAT, an amendment to the Company’s charter to increase the authorized number of shares of the Company’s common stock by 8,000,000 shares. As a result of this amendment, the Company’s total authorized shares were increased from 142,413,800 shares (classified as 123,363,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 9,750,000 shares of Series C Preferred, 2,300,000 shares of Series D Preferred and 3,000,000 shares of excess stock) to 150,413,800 shares (classified as 131,363,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 9,750,000 shares of Series C Preferred, 2,300,000 shares of Series D Preferred and 3,000,000 shares of excess stock). Immediately following this amendment, the Company filed with the Maryland SDAT Articles Supplementary reclassifying and designating (i) 4,000,000 shares of the Company’s Common Stock as shares of Series C Preferred and (ii) 3,700,000 shares of the Company’s Common Stock as shares of Series D Preferred. After giving effect to the filing of the Articles of Amendment and the Articles Supplementary, the authorized capital stock of the Company consists of 150,413,800 shares, classified as 123,663,800 shares of Common Stock, 4,000,000 shares of Series B Preferred, 13,750,000 shares of Series C Preferred, 6,000,000 shares of Series D Preferred and 3,000,000 shares of excess stock. On October 25, 2019, the Company drew down an additional $10,000,000 on its unsecured revolving credit facility. On October 25, 2019, the Company repaid its loan from Two River Community Bank. The balance outstanding at the time of repayment was approximately $3,631,000. In October, the Company reduced the balance of its margin loan by approximately $10,000,000. |
Proforma Financial Information
Proforma Financial Information (Unaudited) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Proforma Financial Information (Unaudited) | NOTE 12 – PROFORMA FINANCIAL INFORMATION (UNAUDITED) The following unaudited pro forma condensed financial information reflects the acquisitions during 2018 and through September 30, 2019. 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. Three Months Ended Nine Months Ended 9/30/19 9/30/18 9/30/19 9/30/18 Rental and Related Income $ 33,450,000 $ 31,252,000 $ 98,404,000 $ 92,815,000 Community Operating Expenses 15,913,000 14,323,000 46,965,000 47,060,000 Net Income (Loss) Attributable to Common Shareholders 5,510,000 (11,759,000 ) 5,895,000 (29,411,000 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted $ 0.14 $ (0.32 ) $ 0.15 $ (0.80 ) |
Organization and Accounting P_2
Organization and Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from these estimates and assumptions. |
Reclassifications | Reclassifications Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In the normal course of business, the Company is exposed to financial market risks, including interest rate risk on its variable rate debt. The Company attempts to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments. The Company’s primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. The Company previously entered into various interest rate swap agreements that have had the effect of fixing interest rates relative to specific mortgage loans. As of September 30, 2019, these agreements have expired and the Company does not have any interest rate swap agreements in effect. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Securities and Exchange Commission adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification”, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The first presentation of changes in stockholders’ equity was included in the Form 10-Q for the quarter ended March 31, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets as a right-of-use asset and a corresponding liability. ASU 2016-02 also makes targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which included amendments to clarify certain aspects of the new lease standard. In July 2018, the FASB also issued ASU No. 2018-11, “Leases (Topic 842) – Target Improvements.” ASU No. 2018-11 provides a new transition method and a practical expedient to separating contract components as required by ASU 2016-02. Under ASU 2018-11, an entity applying the new lease accounting standard may record a cumulative adjustment to the opening balance of undistributed income (accumulated deficit) in the period of adoption, instead of having to restate comparative results, as initially required. Additionally, ASU No. 2018-11 provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance if both 1. the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same (instead of the timing and pattern of revenue recognition, as proposed); and 2. the lease component, if accounted for separately, would be classified as an operating lease. In December 2018, the FASB issued ASU 2018-20, “Leases (Topic 842) – Narrow-Scope Improvements for Lessors.” ASU 2018-20 allow lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. The amendments also require a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf from variable payments and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. In addition, the amendments clarify that when lessors allocate variable payments to lease and non-lease components they are required to follow the recognition guidance in the new lease standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. The Company adopted this standard effective January 1, 2019, and it did not have a material impact on the Company’s financial position, results of operations or cash flows. Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. The non-lease components of our lease agreements consist primarily of utility reimbursements. We have elected the lessor practical expedient to combine the lease and non-lease components. We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. For leases with a term greater than one year, right-of-use assets and corresponding liabilities are included on the Consolidated Balance Sheet. The right-of-use asset and corresponding lease liabilities are measured as the estimated present value of minimum lease payments at the commencement of the lease agreement and discounted by our borrowing rate. As of September 30, 2019, the right-of-use assets and corresponding lease liabilities of $2,750,245 is 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: 2019 $ 91,313 2020 369,135 2021 371,076 2022 212,171 2023 104,662 Thereafter 7,954,333 Total Lease Payments $ 9,102,690 The weighted average remaining lease term for these leases is 165.0 years. The right of use assets and lease liabilities was calculated using an interest rate of 5%. Additionally, for all leases, we have elected the package of practical expedients, which permits the Company not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, and measurement of initial direct costs for any existing leases. In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard effective January 1, 2018. 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. Previously, changes in restricted cash were reported on the Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity. The following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown: 9/30/19 12/31/18 9/30/18 12/31/17 Cash and Cash Equivalents $ 11,111,055 $ 7,433,470 $ 8,879,883 $ 23,242,090 Restricted Cash 7,056,382 5,343,941 5,893,932 4,649,159 Cash, Cash Equivalents And Restricted Cash $ 18,167,437 $ 12,777,411 $ 14,773,815 $ 27,891,249 In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018. The Company previously classified its marketable securities as available-for-sale and carried at fair value with unrealized holding gains and losses excluded from earnings and reported as a separate component of Shareholders’ Equity until realized. The change in the unrealized net holding gains (losses) was reflected in the Company’s Comprehensive Income (Loss). As a result of adoption, these securities will continue to be measured at fair value; however, the change in the unrealized net holding gains and losses is now recognized through net income. As of January 1, 2018, unrealized net holding gains of $11,519,582 were reclassed to beginning undistributed income (accumulated deficit) to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). The objective of this amendment is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this amendment, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. This amendment applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. An entity should apply the amendments using either the full retrospective approach or retrospectively with a cumulative effect of initially applying the amendments recognized at the date of initial application. In July 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard effective January 1, 2018. For transactions in the scope of ASU 2014-09, 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. The adoption of ASU 2014-09 did not result in any change to our accounting policies for revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary. Our primary source of revenue is generated from lease agreements for our sites and homes. Resident leases are generally for one-year or month-to-month terms and are renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. 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. Prior to the adoption of ASC 606, sales of manufactured homes were recognized under ASC 605 “Revenue Recognition” since these homes are not permanent fixtures or improvements to the underlying real estate. In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we 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. Interest income is not in the scope of ASC 606. Dividend income and gain on sales of marketable securities, net 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, service and marketing agreements with cable providers, and in 2017 included an upfront oil and gas bonus payment. This income is recognized when the transactions are completed and our performance obligations have been fulfilled. As of September 30, 2019 and 2018, the Company had notes receivable of $35,370,466 and $28,094,814, respectively. Notes receivables are presented as a component of Notes and Other Receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. Due to the nature of our revenue from contracts with customers, we do not have material contract assets or liabilities that fall under the scope of ASC 606. |
Other Recent Accounting Pronouncements | Other Recent Accounting Pronouncements In September 2016, the FASB issued 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. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2019. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements. 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. |
Organization and Accounting P_3
Organization and Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these leases over the remaining lease terms are as follows: 2019 $ 91,313 2020 369,135 2021 371,076 2022 212,171 2023 104,662 Thereafter 7,954,333 Total Lease Payments $ 9,102,690 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown: 9/30/19 12/31/18 9/30/18 12/31/17 Cash and Cash Equivalents $ 11,111,055 $ 7,433,470 $ 8,879,883 $ 23,242,090 Restricted Cash 7,056,382 5,343,941 5,893,932 4,649,159 Cash, Cash Equivalents And Restricted Cash $ 18,167,437 $ 12,777,411 $ 14,773,815 $ 27,891,249 |
Investment Property and Equip_2
Investment Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Estimated Fair Value of Assets Acquired | At Acquisition Date Assets Acquired: Land $ 4,185,790 Depreciable Property 52,529,669 Notes Receivable and Other 127,286 Total Assets Acquired $ 56,842,745 |
Loans and Mortgages Payable (Ta
Loans and Mortgages Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Mortgages Payable | The following is a summary of our mortgages payable as of September 30, 2019 and December 31, 2018: 9/30/2019 12/31/2018 Amount Rate Amount Rate Fixed rate mortgages before unamortized debt issuance costs $ 379,101,982 4.1 % 334,411,425 4.3 % Unamortized debt issuance costs (3,618,206 ) (3,318,362 ) Mortgages, net of unamortized debt issuance costs $ 375,483,776 4.2 % $ 331,093,063 4.3 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Option Grant of Weighted-average Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the nine months ended September 30, 2019 and 2018: 2019 2018 Dividend yield 5.13 % 4.78 % Expected volatility 24.04 % 25.82 % Risk-free interest rate 2.50 % 2.74 % Expected lives 10 10 Estimated forfeitures -0- -0- |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Recognized at Fair Value on a Recurring Basis | The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2019 and December 31, 2018: Fair Value Measurements at Reporting Date Using Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) As of September 30, 2019: Marketable Securities - Preferred stock $ 3,891,465 $ 3,891,465 $ -0- $ -0- Marketable Securities - Common stock 112,546,012 112,546,012 -0- -0- Total $ 116,437,477 $ 116,437,477 $ -0- $ -0- As of December 31, 2018: Marketable Securities - Preferred stock $ 3,399,558 $ 3,399,558 $ -0- $ -0- Marketable Securities - Common stock 96,196,178 96,196,178 -0- -0- Total $ 99,595,736 $ 99,595,736 $ -0- $ -0- |
Proforma Financial Informatio_2
Proforma Financial Information (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Summary of Pro Forma Financial Information | 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. Three Months Ended Nine Months Ended 9/30/19 9/30/18 9/30/19 9/30/18 Rental and Related Income $ 33,450,000 $ 31,252,000 $ 98,404,000 $ 92,815,000 Community Operating Expenses 15,913,000 14,323,000 46,965,000 47,060,000 Net Income (Loss) Attributable to Common Shareholders 5,510,000 (11,759,000 ) 5,895,000 (29,411,000 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted $ 0.14 $ (0.32 ) $ 0.15 $ (0.80 ) |
Organization and Accounting P_4
Organization and Accounting Policies (Details Narrative) | Jan. 02, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)Number |
Number of operates manufacture home communities | Number | 122 | ||||
Number of developed home sites company own and operates | Number | 23,000 | ||||
Operating lease, right-of-use asset | $ 2,750,245 | ||||
Operating lease, liabilities | $ 2,750,245 | ||||
Weighted average remaining lease term | 165 years | ||||
Interest rate on leases | 5.00% | ||||
Total net unrealized gains (loss) | $ 11,519,582 | $ 0 | $ 0 | $ 0 | |
Notes receivable | $ 28,094,814 | $ 35,370,466 | |||
Real Estate Investment Trusts [Member] | |||||
Portfolio of gross assets | The Company also owns a portfolio of REIT securities which the Company generally limits to no more than approximately 15% of its undepreciated assets. | ||||
Maximum percentage of undepreciated assets | 15.00% | ||||
Total net unrealized gains (loss) | $ (24,677,981) |
Organization and Accounting P_5
Organization and Accounting Policies - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
2019 | $ 91,313 |
2020 | 369,135 |
2021 | 371,076 |
2022 | 212,171 |
2023 | 104,662 |
Thereafter | 7,954,333 |
Total Lease Payments | $ 9,102,690 |
Organization and Accounting P_6
Organization and Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents | $ 11,111,055 | $ 7,433,470 | $ 8,879,883 | $ 23,242,090 |
Restricted Cash | 7,056,382 | 5,343,941 | 5,893,932 | 4,649,159 |
Cash, Cash Equivalents And Restricted Cash | $ 18,167,437 | $ 12,777,411 | $ 14,773,815 | $ 27,891,249 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Common stock equivalents | 240,403 | 238,151 | ||
Employee Stock Options [Member] | ||||
Common stock diluted net income per share | 1,068,600 | 2,227,600 | 1,068,600 | 2,227,600 |
Investment Property and Equip_3
Investment Property and Equipment (Details Narrative) | Aug. 27, 2019USD ($)aNumber | Jul. 30, 2019USD ($)aNumber | Jul. 03, 2019USD ($)aNumber | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Acquisition of property | $ 37,308,285 | $ 24,549,398 | |||
Transaction costs | $ 606,000 | ||||
Friendly Village [Member] | |||||
Mortgage value | $ 7,300,000 | ||||
Friendly Village [Member] | Perrysburg and Ohio [Member] | |||||
Acquisition of property | $ 19,386,000 | ||||
Number of developed home sites | Number | 824 | ||||
Area of property | a | 101 | ||||
Percentage of average occupancy | 46.00% | ||||
Mortgage value | $ 7,300,000 | ||||
New Colony and 51 Estates [Member] | Two Communities [Member] | |||||
Acquisition of property | $ 11,650,000 | ||||
Number of developed home sites | Number | 285 | ||||
Area of property | a | 60 | ||||
Percentage of average occupancy | 76.00% | ||||
Northtowne Meadows [Member] | |||||
Mortgage value | $ 12,100,000 | ||||
Northtowne Meadows [Member] | Erie, Michigan [Member] | |||||
Acquisition of property | $ 25,201,000 | ||||
Number of developed home sites | Number | 386 | ||||
Area of property | a | 85 | ||||
Percentage of average occupancy | 88.00% | ||||
Mortgage value | $ 12,100,000 |
Investment Property and Equip_4
Investment Property and Equipment - Schedule of Estimated Fair Value of Assets Acquired (Details) | Sep. 30, 2019USD ($) |
Real Estate [Abstract] | |
Land | $ 4,185,790 |
Depreciable Property | 52,529,669 |
Notes Receivable and Other | 127,286 |
Total Assets Acquired | $ 56,842,745 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | Jan. 02, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Marketable securities at fair value | $ 116,437,477 | $ 116,437,477 | $ 99,595,736 | |||||
Total net unrealized holding gains (losses) | $ 11,519,582 | $ 0 | $ 0 | $ 0 | ||||
Purchase of marketable securities | 1,363,908 | $ 17,978,715 | ||||||
Purchase of common stock, value | 237,314 | |||||||
Increase (decrease) in fair value of marketable securities | 9,234,252 | $ (10,487,430) | $ 15,477,833 | $ (19,762,579) | ||||
Real Estate Investment Trusts [Member] | ||||||||
Maximum percentage of undepreciated assets | 15.00% | |||||||
Total net unrealized holding gains (losses) | $ (24,677,981) | |||||||
Monmouth Real Estate Investment Corporation [Member] | ||||||||
Marketable securities at fair value | $ 36,632,846 | $ 36,632,846 | ||||||
Number of common stock owned, shares | 2,542,182 | |||||||
Number of common stock owned, value | $ 23,555,487 | |||||||
Monmouth Real Estate Investment Corporation [Member] | Stock Purchase Plan [Member] | ||||||||
Purchase of common stock | 96,129 | |||||||
Purchase of common stock, value | $ 1,263,079 | |||||||
Weighted average cost per shares | $ 13.14 | $ 13.14 |
Loans and Mortgages Payable (De
Loans and Mortgages Payable (Details Narrative) - USD ($) | Sep. 30, 2019 | Aug. 27, 2019 | Jul. 03, 2019 | Jul. 02, 2019 | Nov. 29, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Apr. 29, 2019 |
Lines of credit | $ 5,000,000 | $ 5,000,000 | ||||||
Unamortized debt issuance costs | $ 359,692 | $ 359,692 | $ 432,126 | |||||
Weighted average interest rate | 3.80% | 3.80% | 4.20% | |||||
Outstanding on margin loan | $ 40,606,862 | $ 40,606,862 | ||||||
Percentage of margin loan interest rate | 2.50% | 2.50% | ||||||
Weighted average loan maturity term | 6 years 2 months 12 days | 6 years 3 months 19 days | ||||||
Friendly Village [Member] | ||||||||
Mortgage value | $ 7,300,000 | |||||||
Interest rate on mortgages | 4.6175% | |||||||
Maturity date of mortgages | May 6, 2023 | |||||||
Northtowne Meadows [Member] | ||||||||
Mortgage value | $ 12,100,000 | |||||||
Interest rate on mortgages | 4.45% | |||||||
Maturity date of mortgages | Sep. 6, 2026 | |||||||
Twin Oaks I & II [Member] | ||||||||
Weighted average interest rate | 5.75% | 5.75% | ||||||
Mortgage value | $ 6,075,000 | $ 6,075,000 | ||||||
Interest rate on mortgages | 3.37% | 3.37% | ||||||
Maturity and principal repayments term, description | This mortgage matures on October 1, 2029, with principal repayments based on a 30-year amortization schedule. | |||||||
Maturity date of mortgages | Oct. 1, 2029 | |||||||
Principal repayments, term | 30 years | |||||||
Repayment of mortgages | $ 2,300,000 | |||||||
Two Federal National Mortgage Association Mortgages [Member] | Oxford Village, Southwind Village and Woodlawn Village [Member] | ||||||||
Mortgage value | $ 38,775,000 | |||||||
Interest rate on mortgages | 3.41% | |||||||
Maturity and principal repayments term, description | These mortgages mature on July 1, 2029, with principal repayments based on a 30-year amortization schedule. | |||||||
Maturity date of mortgages | Jul. 1, 2029 | |||||||
Principal repayments, term | 30 years | |||||||
Two Federal National Mortgage Association Mortgages [Member] | Oxford Village and Southwind Village [Member] | ||||||||
Weighted average interest rate | 5.94% | |||||||
Repayment of mortgages | $ 11,500,000 | |||||||
Unsecured Revolving Credit Facility [Member] | ||||||||
Line of credit facility, available borrowings | $ 75,000,000 | |||||||
Line of credit accordion feature | 50,000,000 | |||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | |||||||
Line of credit facility, maturity date | Nov. 29, 2022 | |||||||
Borrowing capacity, description | The Facility is syndicated with two banks led by BMO Capital Markets Corp. ("BMO"), as sole lead arranger and sole book runner, with Bank of Montreal as administrative agent, and includes JPMorgan Chase Bank, N.A. ("J.P. Morgan") as the sole syndication agent. The Amendment provided for an increase from $50 million in available borrowings to $75 million in available borrowings with a $50 million accordion feature, bringing the total potential availability up to $125 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extended the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available at the Company's option, subject to certain conditions including payment of an extension fee. Availability under the Facility is limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility's unencumbered asset pool ("Borrowing Base"). The Amendment increased the value of the Borrowing Base communities by reducing the capitalization rate applied to the Net Operating Income ("NOI") generated by the communities in the Borrowing Base from 7.5% to 7.0%. | |||||||
Revolving Credit Facility [Member] | ||||||||
Lines of credit | $ 15,000,000 | $ 15,000,000 | $ 10,000,000 |
Loans and Mortgages Payable - S
Loans and Mortgages Payable - Summary of Mortgages Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Fixed rate mortgages before unamortized debt issuance costs | $ 379,101,982 | $ 334,411,425 |
Unamortized debt issuance costs | (3,618,206) | (3,318,362) |
Mortgages, net of unamortized debt issuance costs | $ 375,483,776 | $ 331,093,063 |
Mortgages before unamortized debt issuance costs percentage | 4.10% | 4.30% |
Mortgages, net of unamortized debt issuance costs percentage | 4.20% | 4.30% |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Oct. 30, 2019 | Oct. 22, 2019 | Oct. 21, 2019 | Oct. 03, 2019 | Sep. 16, 2019 | Aug. 14, 2019 | Apr. 29, 2019 | Jan. 15, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 20, 2019 | Apr. 26, 2019 | Apr. 25, 2019 | Dec. 31, 2018 |
Proceed from dividend reinvestment and stock purchase plan (DRIP) | $ 5,638,082 | $ 2,925,207 | ||||||||||||||||||
New shares issued under DRIP, value | $ 7,821,424 | $ 10,723,557 | $ 10,671,704 | $ 7,809,381 | $ 6,356,330 | $ 10,051,499 | ||||||||||||||
Purchase of common stock authorized | $ 237,314 | $ 0 | ||||||||||||||||||
Stock repurchased during period, value | $ 237,314 | |||||||||||||||||||
Shares authorized | 142,413,800 | 126,413,800 | ||||||||||||||||||
Common stock, shares authorized | 123,363,800 | 123,363,800 | 111,363,800 | |||||||||||||||||
Excess stock | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Shares authorized | 150,413,800 | |||||||||||||||||||
Excess stock | 3,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Shares authorized | 150,413,800 | 142,413,800 | ||||||||||||||||||
Excess stock | 3,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Number of aggregate sales price | $ 100,000,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Dividends paid | $ 21,461,113 | |||||||||||||||||||
Proceed from dividend reinvestment and stock purchase plan (DRIP) | 5,638,082 | |||||||||||||||||||
New shares issued under DRIP, value | $ 29,216,685 | |||||||||||||||||||
New shares issued under DRIP | 2,315,860 | |||||||||||||||||||
Purchase of shares of cash were not be granted | $ 1,000 | |||||||||||||||||||
8.0% Series B Cumulative Redeemable Preferred Stock [Member] | ||||||||||||||||||||
Dividends paid | $ 1,900,600 | $ 5,701,800 | ||||||||||||||||||
Dividend declared per share, paid | $ 0.50 | |||||||||||||||||||
Record date of dividend | Aug. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 2 | |||||||||||||||||||
Dividend payable date, description | June 1, 2019 through August 31, 2019 | |||||||||||||||||||
Cumulative redeemable preferred stock percentage | 8.00% | |||||||||||||||||||
Preferred stock, liquidation preference per share | $ 25 | |||||||||||||||||||
8.0% Series B Cumulative Redeemable Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Record date of dividend | Nov. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 0.50 | |||||||||||||||||||
Dividend paid date | Dec. 16, 2019 | |||||||||||||||||||
Dividend payable date, description | From September 1, 2019 through November 30, 2019 | |||||||||||||||||||
Series C Preferred Member] | ||||||||||||||||||||
Preferred shares outstanding | 9,750,000 | |||||||||||||||||||
Number of shares issued during period | 4,000,000 | |||||||||||||||||||
Number of shares issued during period, value | $ 96,700,000 | |||||||||||||||||||
Preferred stock, shares authorized | 9,750,000 | 9,750,000 | 5,750,000 | |||||||||||||||||
Reclassification shares of common stock | 4,000,000 | |||||||||||||||||||
Series C Preferred Member] | Subsequent Event [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 13,750,000 | |||||||||||||||||||
Number of shares reclassifying and designating | 4,000,000 | |||||||||||||||||||
Series C Preferred Member] | Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 9,750,000 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Preferred shares outstanding | 5,750,000 | |||||||||||||||||||
Preferred shares outstanding, description | The additional shares of Series C Preferred form a single series with, have the same terms as, and vote as a single class with, the 5,750,000 previously outstanding shares of Series C Preferred issued in July 2017 and rank on a parity with the Company's outstanding 8.0% Series B Cumulative Redeemable Preferred Stock and its outstanding 6.375% Series D Cumulative Redeemable Preferred Stock. | |||||||||||||||||||
Series B Cumulative Redeemable Preferred Stock [Member] | ||||||||||||||||||||
Cumulative redeemable preferred stock percentage | 8.00% | |||||||||||||||||||
Preferred shares outstanding | 3,801,200 | 3,801,200 | 3,801,200 | |||||||||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||
6.375% Series D Cumulative Redeemable Preferred Stock [Member] | ||||||||||||||||||||
Dividends paid | $ 796,876 | $ 2,390,628 | ||||||||||||||||||
Dividend declared per share, paid | $ 0.3984375 | |||||||||||||||||||
Record date of dividend | Aug. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 1.59375 | |||||||||||||||||||
Dividend payable date, description | June 1, 2019 through August 31, 2019 | |||||||||||||||||||
Cumulative redeemable preferred stock percentage | 6.375% | 6.375% | ||||||||||||||||||
Preferred stock, liquidation preference per share | $ 25 | |||||||||||||||||||
6.375% Series D Cumulative Redeemable Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Record date of dividend | Nov. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 0.3984375 | |||||||||||||||||||
Dividend paid date | Dec. 16, 2019 | |||||||||||||||||||
Dividend payable date, description | September 1, 2019 through November 30, 2019 | |||||||||||||||||||
Series B Preferred Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||
Series B Preferred Member] | Subsequent Event [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 4,000,000 | |||||||||||||||||||
Series B Preferred Member] | Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 4,000,000 | |||||||||||||||||||
Series D Preferred Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 2,300,000 | 2,300,000 | 2,300,000 | |||||||||||||||||
Series D Preferred Member] | Subsequent Event [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 6,000,000 | |||||||||||||||||||
Number of shares reclassifying and designating | 3,700,000 | |||||||||||||||||||
Series D Preferred Member] | Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Number shares issued and sold | 349,767 | |||||||||||||||||||
Preferred stock, shares authorized | 2,300,000 | |||||||||||||||||||
Number of aggregate sales price | $ 8,714,713 | |||||||||||||||||||
6.75% Series C Cumulative Redeemable Preferred Stock [Member] | ||||||||||||||||||||
Dividends paid | $ 4,113,281 | $ 10,652,344 | ||||||||||||||||||
Dividend declared per share, paid | $ 0.421875 | |||||||||||||||||||
Record date of dividend | Aug. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 1.6875 | |||||||||||||||||||
Dividend payable date, description | June 1, 2019 through August 31, 2019 | |||||||||||||||||||
6.75% Series C Cumulative Redeemable Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Record date of dividend | Nov. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 0.421875 | |||||||||||||||||||
Dividend paid date | Dec. 16, 2019 | |||||||||||||||||||
Dividend payable date, description | September 1, 2019 through November 30, 2019 | |||||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Number of shares reclassifying and designating | 4,000,000 | |||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||
Preferred shares outstanding | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||
Preferred stock, shares authorized | 2,300,000 | 2,300,000 | 2,300,000 | |||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Number of shares reclassifying and designating | 3,700,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Dividends paid | $ 7,321,730 | |||||||||||||||||||
Dividend declared per share, paid | $ 0.18 | |||||||||||||||||||
Record date of dividend | Aug. 15, 2019 | |||||||||||||||||||
Proceed from dividend reinvestment and stock purchase plan (DRIP) | $ 1,948,084 | |||||||||||||||||||
New shares issued under DRIP, value | $ 64,475 | $ 83,426 | $ 83,685 | $ 51,757 | $ 47,283 | $ 80,907 | ||||||||||||||
New shares issued under DRIP | 644,755 | 834,258 | 836,847 | 517,571 | 472,825 | 809,076 | ||||||||||||||
Stock repurchased during period, shares | (20,000) | |||||||||||||||||||
Stock repurchased during period, value | $ 2,000 | |||||||||||||||||||
Number of option exercise | 32,000 | 42,000 | 50,500 | 67,000 | 12,000 | |||||||||||||||
Authorized shares increased | 16,000,000 | |||||||||||||||||||
Common stock, shares authorized | 127,363,800 | 111,363,800 | ||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Record date of dividend | Nov. 15, 2019 | |||||||||||||||||||
Annual rate on dividend per share payable quarterly | $ 0.18 | |||||||||||||||||||
Dividend paid date | Dec. 16, 2019 | |||||||||||||||||||
Common stock, shares authorized | 123,663,800 | |||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | ||||||||||||||||||||
Authorized shares increased | 8,000,000 | |||||||||||||||||||
Common stock, shares authorized | 131,363,800 | 123,363,800 | ||||||||||||||||||
Issuer Purchases of Equity Securities [Member] | ||||||||||||||||||||
Stock repurchased during period, shares | 20,000 | |||||||||||||||||||
Stock repurchased during period, value | $ 237,314 | |||||||||||||||||||
Weighted average price per shares | $ 11.87 | $ 11.87 | ||||||||||||||||||
Issuer Purchases of Equity Securities [Member] | Maximum [Member] | ||||||||||||||||||||
Purchase of common stock authorized | $ 25,000,000 | |||||||||||||||||||
6.75% Series C Cumulative Redeemable Preferred Stock [Member] | ||||||||||||||||||||
Number shares issued and sold | 4,000,000 | |||||||||||||||||||
6.75% Series C Cumulative Redeemable Preferred Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Number of option exercise | 400,000 | |||||||||||||||||||
6.75% Series C Cumulative Redeemable Preferred Stock [Member] | Series C Preferred Member] | ||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 25 | |||||||||||||||||||
Offering price per share | $ 25 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | Apr. 02, 2019 | Jan. 02, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Compensation costs | $ 432,837 | $ 394,168 | $ 1,491,710 | $ 1,247,722 | ||||||
Number of restricted stock award, value | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||
Weighted-average fair value of options granted | $ 1.72 | $ 2.06 | ||||||||
Proceeds from exercised option to purchase common stock | $ 329,320 | $ 434,660 | $ 0 | $ 549,880 | $ 701,200 | $ 133,920 | ||||
Options outstanding | 2,822,600 | 2,822,600 | ||||||||
Aggregate intrinsic value of outstanding | $ 4,729,040 | $ 4,729,040 | ||||||||
Aggregate intrinsic value of options exercised | $ 214,480 | |||||||||
Samuel A. Landy and Anna T. Chew [Member] | Employment Agreement [Member] | ||||||||||
Grants vest term | 5 years | |||||||||
Number of restricted stock award | 117,600 | |||||||||
Number of restricted stock award, value | $ 1,634,640 | |||||||||
Six Participants [Member] | ||||||||||
Exercised option to purchase common stock | 74,000 | |||||||||
Weighted-average exercise price | $ 10.32 | |||||||||
Proceeds from exercised option to purchase common stock | $ 763,980 | |||||||||
Amended and Restated 2013 Incentive Award Plan [Member] | ||||||||||
Available for future grant under plan | 1,196,900 | 1,196,900 | ||||||||
Amended and Restated 2013 Incentive Award Plan [Member] | Two Participants [Member] | ||||||||||
Option to purchase common stock | 60,000 | |||||||||
Fair value of grant options | $ 95,332 | |||||||||
Grants vest term | 1 year | |||||||||
Restated 2013 Incentive Award Plan [Member] | Forty Participants [Member] | ||||||||||
Option to purchase common stock | 584,000 | |||||||||
Fair value of grant options | $ 1,012,293 | |||||||||
Grants vest term | 1 year |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Fair Value of Option Grant of Weighted-average Assumptions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Dividend yield | 5.13% | 4.78% |
Expected volatility | 24.04% | 25.82% |
Risk-free interest rate | 2.50% | 2.74% |
Expected lives | 10 years | 10 years |
Estimated forfeitures | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Sep. 30, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of fixed rate mortgages payable | $ 386,282,094 |
Carrying value of fixed rate mortgages payable | $ 379,101,982 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Recognized at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 116,437,477 | $ 99,595,736 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 116,437,477 | 99,595,736 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 116,437,477 | 99,595,736 |
Fair Value, Measurements, Recurring [Member] | Preferred Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 3,891,465 | 3,399,558 |
Fair Value, Measurements, Recurring [Member] | Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 3,891,465 | 3,399,558 |
Fair Value, Measurements, Recurring [Member] | Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 112,546,012 | 96,196,178 |
Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 112,546,012 | 96,196,178 |
Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 0 | $ 0 |
Contingencies, Commitments an_2
Contingencies, Commitments and Other Matters (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Total original loan amount | $ 2,600,000 |
Total loan balance | 2,600,000 |
Notes and other receivables | $ 23,696,000 |
Minimum [Member] | |
Range of purchase price repossessed | 80.00% |
Minimum [Member] | Purchase Price [Member] | |
Range of purchase price repossessed | 55.00% |
Maximum [Member] | |
Range of purchase price repossessed | 95.00% |
Maximum [Member] | Purchase Price [Member] | |
Range of purchase price repossessed | 100.00% |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 13,667,710 | $ 11,881,714 |
Interest cost capitalized to land development | 1,017,304 | 532,640 |
Reinvestment of dividends | $ 5,638,082 | $ 2,925,207 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 30, 2019 | Oct. 25, 2019 | Oct. 22, 2019 | Oct. 21, 2019 | Oct. 01, 2019 | Oct. 31, 2019 | Oct. 20, 2019 | Sep. 30, 2019 | Apr. 26, 2019 | Apr. 25, 2019 | Dec. 31, 2018 |
Shares authorized | 142,413,800 | 126,413,800 | |||||||||
Common stock, shares authorized | 123,363,800 | 111,363,800 | |||||||||
Excess stock | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||
Lines of credit | $ 5,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Authorized shares increased | 16,000,000 | ||||||||||
Common stock, shares authorized | 127,363,800 | 111,363,800 | |||||||||
Series D Preferred Member] | |||||||||||
Preferred stock, shares authorized | 2,300,000 | 2,300,000 | |||||||||
Series B Preferred Member] | |||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | |||||||||
Series C Preferred Member] | |||||||||||
Preferred stock, shares authorized | 9,750,000 | 5,750,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Lease expiration date | Apr. 30, 2027 | ||||||||||
Lease termination description | The Company terminated the additional office space leases dated July 1, 2017 and February 14, 2018. | ||||||||||
Shares authorized | 150,413,800 | ||||||||||
Excess stock | 3,000,000 | ||||||||||
Reduction in balance of margin loan | $ 10,000,000 | ||||||||||
Subsequent Event [Member] | Unsecured Revolving Credit Facility [Member] | |||||||||||
Lines of credit | $ 10,000,000 | ||||||||||
Subsequent Event [Member] | Two River Community Bank [Member] | |||||||||||
Repayment of loan | $ 3,631,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Common stock, shares authorized | 123,663,800 | ||||||||||
Subsequent Event [Member] | Series D Preferred Member] | |||||||||||
Preferred stock, shares authorized | 6,000,000 | ||||||||||
Number of shares reclassifying and designating | 3,700,000 | ||||||||||
Subsequent Event [Member] | Series B Preferred Member] | |||||||||||
Preferred stock, shares authorized | 4,000,000 | ||||||||||
Subsequent Event [Member] | Series C Preferred Member] | |||||||||||
Preferred stock, shares authorized | 13,750,000 | ||||||||||
Number of shares reclassifying and designating | 4,000,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | |||||||||||
Shares authorized | 150,413,800 | 142,413,800 | |||||||||
Excess stock | 3,000,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | Common Stock [Member] | |||||||||||
Authorized shares increased | 8,000,000 | ||||||||||
Common stock, shares authorized | 131,363,800 | 123,363,800 | |||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | Series D Preferred Member] | |||||||||||
Aggregate sales price | $ 8,714,713 | ||||||||||
Sale of shares | 349,767 | ||||||||||
Weighted average price per share | $ 25.32 | ||||||||||
Preferred stock, shares authorized | 2,300,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | Series B Preferred Member] | |||||||||||
Preferred stock, shares authorized | 4,000,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | Series C Preferred Member] | |||||||||||
Preferred stock, shares authorized | 9,750,000 | ||||||||||
Subsequent Event [Member] | Preferred Stock At-The-Market Sales Program [Member] | Maximum [Member] | |||||||||||
Aggregate sales price | $ 100,000,000 | ||||||||||
Subsequent Event [Member] | Mr. Eugene W. Landy, [Member] | |||||||||||
Equity method investment, ownership percentage | 24.00% | ||||||||||
Subsequent Event [Member] | Through April 30,2022 [Member] | |||||||||||
Monthly lease payment | $ 23,098 | ||||||||||
Subsequent Event [Member] | From May 1, 2022 Through April 30,2027 [Member] | |||||||||||
Monthly lease payment | $ 23,302 |
Proforma Financial Informatio_3
Proforma Financial Information (Unaudited) - Summary of Pro Forma Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||||
Rental and Related Income | $ 33,450,000 | $ 31,252,000 | $ 98,404,000 | $ 92,815,000 |
Community Operating Expenses | 15,913,000 | 14,323,000 | 46,965,000 | 47,060,000 |
Net Income (Loss) Attributable to Common Shareholders | $ 5,510,000 | $ (11,759,000) | $ 5,895,000 | $ (29,411,000) |
Net Income (Loss) Attributable to Common Shareholders Per Share - Basic and Diluted | $ 0.14 | $ (0.32) | $ 0.15 | $ (0.80) |