Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-12690 | |
Entity Registrant Name | UMH PROPERTIES, INC. | |
Entity Central Index Key | 0000752642 | |
Entity Tax Identification Number | 22-1890929 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | Juniper Business Plaza | |
Entity Address, Address Line Two | 3499 Route 9 North | |
Entity Address, Address Line Three | Suite 3-C | |
Entity Address, City or Town | Freehold | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07728 | |
City Area Code | (732) | |
Local Phone Number | 577-9997 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,552,049 | |
Entity Listing, Par Value Per Share | $ 0.10 | |
Common Stock, $0.10 par Value [Member] | ||
Title of 12(b) Security | Common Stock, $0.10 par value | |
Trading Symbol | UMH | |
Security Exchange Name | NYSE | |
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par Value [Member] | ||
Title of 12(b) Security | 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value | |
Trading Symbol | UMH PD | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investment Property and Equipment | ||
Land | $ 87,301 | $ 86,497 |
Site and Land Improvements | 907,400 | 896,568 |
Buildings and Improvements | 39,749 | 39,506 |
Rental Homes and Accessories | 539,746 | 516,470 |
Total Investment Property | 1,574,196 | 1,539,041 |
Equipment and Vehicles | 30,059 | 29,126 |
Total Investment Property and Equipment | 1,604,255 | 1,568,167 |
Accumulated Depreciation | (443,448) | (416,309) |
Net Investment Property and Equipment | 1,160,807 | 1,151,858 |
Other Assets | ||
Cash and Cash Equivalents | 39,457 | 57,320 |
Marketable Securities at Fair Value | 28,673 | 34,506 |
Inventory of Manufactured Homes | 31,986 | 32,940 |
Notes and Other Receivables, net | 85,940 | 81,071 |
Prepaid Expenses and Other Assets | 15,485 | 11,729 |
Land Development Costs | 52,736 | 33,302 |
Investment in Joint Venture | 26,211 | 24,851 |
Total Other Assets | 280,488 | 275,719 |
TOTAL ASSETS | 1,441,295 | 1,427,577 |
LIABILITIES: | ||
Mortgages Payable, net of unamortized debt issuance costs | 491,030 | 496,483 |
Other Liabilities: | ||
Accounts Payable | 5,386 | 6,106 |
Loans Payable, net of unamortized debt issuance costs | 77,367 | 93,479 |
Series A Bonds, net of unamortized debt issuance costs | 100,479 | 100,055 |
Accrued Liabilities and Deposits | 13,145 | 15,117 |
Tenant Security Deposits | 9,908 | 9,543 |
Total Other Liabilities | 206,285 | 224,300 |
Total Liabilities | 697,315 | 720,783 |
Commitments and Contingencies | ||
Shareholders’ Equity: | ||
Series D – 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,700 shares authorized as of June 30, 2024 and December 31, 2023; 11,830 and 11,607 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 295,757 | 290,180 |
Common Stock - $0.10 par value per share, 153,714 shares authorized as of June 30, 2024 and December 31, 2023; 72,750 and 67,978 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 7,275 | 6,798 |
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Additional Paid-In Capital | 464,330 | 433,106 |
Accumulated Deficit | (25,364) | (25,364) |
Total UMH Properties, Inc. Shareholders’ Equity | 741,998 | 704,720 |
Non-Controlling Interest in Consolidated Subsidiaries | 1,982 | 2,074 |
Total Shareholders’ Equity | 743,980 | 706,794 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,441,295 | $ 1,427,577 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 153,714 | 153,714 |
Common stock, shares issued | 72,750 | 67,978 |
Common stock, shares outstanding | 72,750 | 67,978 |
Excess stock, par value | $ 0.10 | $ 0.10 |
Excess stock, shares authorized | 3,000 | 3,000 |
Excess stock, shares issued | 0 | 0 |
Excess stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Cumulative redeemable preferred stock, percentage | 6.375% | 6.375% |
Cumulative redeemable preferred stock, par value | $ 0.10 | $ 0.10 |
Cumulative redeemable preferred stock, shares authorized | 13,700 | 13,700 |
Cumulative redeemable preferred stock, shares issued | 11,830 | 11,607 |
Cumulative redeemable preferred stock, shares outstanding | 11,830 | 11,607 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
INCOME: | ||||
Rental and Related Income | $ 51,494 | $ 47,063 | $ 101,823 | $ 92,368 |
Sales of Manufactured Homes | 8,834 | 8,227 | 16,185 | 15,529 |
Total Income | 60,328 | 55,290 | 118,008 | 107,897 |
EXPENSES: | ||||
Community Operating Expenses | 21,595 | 20,034 | 42,692 | 40,122 |
Cost of Sales of Manufactured Homes | 5,461 | 5,740 | 11,017 | 10,725 |
Selling Expenses | 1,744 | 1,665 | 3,390 | 3,477 |
General and Administrative Expenses | 5,506 | 5,181 | 10,874 | 10,163 |
Depreciation Expense | 15,001 | 13,751 | 29,742 | 27,124 |
Total Expenses | 49,307 | 46,371 | 97,715 | 91,611 |
OTHER INCOME (EXPENSE): | ||||
Interest Income | 1,501 | 1,217 | 3,068 | 2,355 |
Dividend Income | 362 | 531 | 722 | 1,237 |
Loss on Sales of Marketable Securities, net | (3,778) | (1) | (3,778) | (43) |
Increase (Decrease) in Fair Value of Marketable Securities | 3,338 | (2,548) | (2,031) | (4,943) |
Other Income | 205 | 288 | 364 | 616 |
Loss on Investment in Joint Venture | (87) | (175) | (224) | (480) |
Interest Expense | (7,371) | (8,639) | (14,845) | (16,969) |
Total Other Income (Expense) | (5,830) | (9,327) | (16,724) | (18,227) |
Income (Loss) before Gain (Loss) on Sales of Investment Property and Equipment | 5,191 | (408) | 3,569 | (1,941) |
Gain (Loss) on Sales of Investment Property and Equipment | (10) | 5 | (13) | 37 |
Net Income (Loss) | 5,181 | (403) | 3,556 | (1,904) |
Preferred Dividends | (4,712) | (4,051) | (9,385) | (7,887) |
Loss Attributable to Non-Controlling Interest | 58 | 36 | 92 | 76 |
Net Income (Loss) Attributable to Common Shareholders | $ 527 | $ (4,418) | $ (5,737) | $ (9,715) |
Net Income (Loss) Attributable to Common Shareholders Per Share - Basic | $ 0.01 | $ (0.07) | $ (0.08) | $ (0.16) |
Net Income (Loss) Attributable to Common Shareholders Per Share - Diluted | $ 0.01 | $ (0.07) | $ (0.08) | $ (0.16) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 71,418 | 61,236 | 70,291 | 60,186 |
Diluted | 71,884 | 61,760 | 70,700 | 60,844 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Non-Controlling Interest in Consolidated Subsidiary [Member] | Total |
Balance at Dec. 31, 2022 | $ 5,760 | $ 225,379 | $ 343,189 | $ (25,364) | $ 2,232 | $ 551,196 |
Balance, shares at Dec. 31, 2022 | 57,595 | |||||
Common Stock Issued with the DRIP | $ 15 | 0 | 2,502 | 0 | 0 | 2,517 |
Common Stock Issued with the DRIP, shares | 164 | |||||
Common Stock Issued through Restricted Stock Awards | $ 14 | 0 | (14) | 0 | 0 | 0 |
Common Stock Issued through Restricted Stock Awards, shares | 140 | |||||
Common Stock Issued through Stock Options | $ 1 | 0 | 136 | 0 | 0 | 137 |
Common Stock Issued through Stock Options, shares | 14 | |||||
Common Stock Issued in connection with At-The-Market Offerings, net | $ 208 | 0 | 34,080 | 0 | 0 | 34,288 |
Common Stock Issued in connection with At-The-Market Offerings, net, shares | 2,071 | |||||
Preferred Stock Issued in connection with At-The-Market Offerings, net | $ 0 | 21,858 | (2,567) | 0 | 0 | 19,291 |
Distributions | 0 | 0 | (17,523) | 1,461 | 0 | (16,062) |
Stock Compensation Expense | 0 | 0 | 1,528 | 0 | 0 | 1,528 |
Net Income (Loss) | 0 | 0 | 0 | (1,461) | (40) | (1,501) |
Balance at Mar. 31, 2023 | $ 5,998 | 247,237 | 361,331 | (25,364) | 2,192 | 591,394 |
Balance, shares at Mar. 31, 2023 | 59,984 | |||||
Balance at Dec. 31, 2022 | $ 5,760 | 225,379 | 343,189 | (25,364) | 2,232 | 551,196 |
Balance, shares at Dec. 31, 2022 | 57,595 | |||||
Net Income (Loss) | (1,904) | |||||
Balance at Jun. 30, 2023 | $ 6,307 | 265,032 | 389,736 | (25,364) | 2,156 | 637,867 |
Balance, shares at Jun. 30, 2023 | 63,072 | |||||
Balance at Mar. 31, 2023 | $ 5,998 | 247,237 | 361,331 | (25,364) | 2,192 | 591,394 |
Balance, shares at Mar. 31, 2023 | 59,984 | |||||
Common Stock Issued with the DRIP | $ 15 | 0 | 2,020 | 0 | 0 | 2,035 |
Common Stock Issued with the DRIP, shares | 151 | |||||
Common Stock Issued through Restricted Stock Awards | $ 1 | 0 | (1) | 0 | 0 | 0 |
Common Stock Issued through Restricted Stock Awards, shares | 8 | |||||
Common Stock Issued through Stock Options | $ 4 | 0 | 409 | 0 | 0 | 413 |
Common Stock Issued through Stock Options, shares | 42 | |||||
Common Stock Issued in connection with At-The-Market Offerings, net | $ 289 | 0 | 43,870 | 0 | 0 | 44,159 |
Common Stock Issued in connection with At-The-Market Offerings, net, shares | 2,887 | |||||
Preferred Stock Issued in connection with At-The-Market Offerings, net | $ 0 | 17,795 | ||||
Distributions | 0 | 0 | (16,878) | 367 | 0 | (16,511) |
Stock Compensation Expense | 0 | 0 | 1,471 | 0 | 0 | 1,471 |
Net Income (Loss) | 0 | 0 | 0 | (367) | (36) | (403) |
Preferred Stock Called for Redemption | (2,486) | 0 | 0 | 15,309 | ||
Balance at Jun. 30, 2023 | $ 6,307 | 265,032 | 389,736 | (25,364) | 2,156 | 637,867 |
Balance, shares at Jun. 30, 2023 | 63,072 | |||||
Balance at Dec. 31, 2023 | $ 6,798 | 290,180 | 433,106 | (25,364) | 2,074 | 706,794 |
Balance, shares at Dec. 31, 2023 | 67,978 | |||||
Common Stock Issued with the DRIP | $ 16 | 0 | 2,455 | 0 | 0 | 2,471 |
Common Stock Issued with the DRIP, shares | 168 | |||||
Common Stock Issued through Restricted Stock Awards | $ 48 | 0 | (48) | 0 | 0 | 0 |
Common Stock Issued through Restricted Stock Awards, shares | 481 | |||||
Common Stock Issued through Stock Options | $ 18 | 0 | 1,748 | 0 | 0 | 1,766 |
Common Stock Issued through Stock Options, shares | 179 | |||||
Common Stock Issued in connection with At-The-Market Offerings, net | $ 135 | 0 | 20,260 | 0 | 0 | 20,395 |
Common Stock Issued in connection with At-The-Market Offerings, net, shares | 1,347 | |||||
Preferred Stock Issued in connection with At-The-Market Offerings, net | $ 0 | 4,855 | (456) | 0 | 0 | 4,399 |
Distributions | 0 | 0 | (20,479) | 1,591 | 0 | (18,888) |
Stock Compensation Expense | 0 | 0 | 1,845 | 0 | 0 | 1,845 |
Net Income (Loss) | 0 | 0 | 0 | (1,591) | (34) | (1,625) |
Balance at Mar. 31, 2024 | $ 7,015 | 295,035 | 438,431 | (25,364) | 2,040 | 717,157 |
Balance, shares at Mar. 31, 2024 | 70,153 | |||||
Balance at Dec. 31, 2023 | $ 6,798 | 290,180 | 433,106 | (25,364) | 2,074 | 706,794 |
Balance, shares at Dec. 31, 2023 | 67,978 | |||||
Net Income (Loss) | 3,556 | |||||
Balance at Jun. 30, 2024 | $ 7,275 | 295,757 | 464,330 | (25,364) | 1,982 | 743,980 |
Balance, shares at Jun. 30, 2024 | 72,750 | |||||
Balance at Mar. 31, 2024 | $ 7,015 | 295,035 | 438,431 | (25,364) | 2,040 | 717,157 |
Balance, shares at Mar. 31, 2024 | 70,153 | |||||
Common Stock Issued with the DRIP | $ 17 | 0 | 2,548 | 0 | 0 | 2,565 |
Common Stock Issued with the DRIP, shares | 172 | |||||
Common Stock Issued through Restricted Stock Awards | $ 1 | 0 | (1) | 0 | 0 | 0 |
Common Stock Issued through Restricted Stock Awards, shares | 9 | |||||
Common Stock Issued through Stock Options | $ 3 | 0 | 310 | 0 | 0 | 313 |
Common Stock Issued through Stock Options, shares | 31 | |||||
Common Stock Issued in connection with At-The-Market Offerings, net | $ 239 | 0 | 35,844 | 0 | 0 | 36,083 |
Common Stock Issued in connection with At-The-Market Offerings, net, shares | 2,385 | |||||
Preferred Stock Issued in connection with At-The-Market Offerings, net | $ 0 | 722 | (63) | 0 | 0 | 659 |
Distributions | 0 | 0 | (14,622) | (5,239) | 0 | (19,861) |
Stock Compensation Expense | 0 | 0 | 1,883 | 0 | 0 | 1,883 |
Net Income (Loss) | 0 | 0 | 0 | 5,239 | (58) | 5,181 |
Balance at Jun. 30, 2024 | $ 7,275 | $ 295,757 | $ 464,330 | $ (25,364) | $ 1,982 | $ 743,980 |
Balance, shares at Jun. 30, 2024 | 72,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 3,556 | $ (1,904) |
Non-Cash items included in Net Income (Loss): | ||
Depreciation | 29,742 | 27,124 |
Amortization of Financing Costs | 1,163 | 1,056 |
Stock Compensation Expense | 2,543 | 2,999 |
Provision for Uncollectible Notes and Other Receivables | 795 | 797 |
Loss on Sales of Marketable Securities, net | 3,778 | 43 |
Decrease in Fair Value of Marketable Securities | 2,031 | 4,943 |
(Gain) Loss on Sales of Investment Property and Equipment | 13 | (37) |
Loss on Investment in Joint Venture | 469 | 577 |
Changes in Operating Assets and Liabilities: | ||
Inventory of Manufactured Homes | 954 | 27,414 |
Notes and Other Receivables, net of notes acquired with acquisitions | (5,664) | (9,017) |
Prepaid Expenses and Other Assets | 552 | 1,591 |
Accounts Payable | (720) | 317 |
Accrued Liabilities and Deposits | (1,972) | (3,534) |
Tenant Security Deposits | 365 | 633 |
Net Cash Provided by Operating Activities | 37,605 | 53,002 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Manufactured Home Communities | 0 | (3,679) |
Purchase of Investment Property and Equipment | (41,052) | (74,604) |
Proceeds from Sales of Investment Property and Equipment | 2,348 | 1,332 |
Additions to Land Development Costs | (18,249) | (12,587) |
Purchase of Marketable Securities | (12) | (11) |
Proceeds from Sales of Marketable Securities | 36 | 502 |
Investment in Joint Venture | (1,829) | (5,349) |
Net Cash Used in Investing Activities | (58,758) | (94,396) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net (Payments) Proceeds from Short-Term Borrowings | (15,837) | 29,527 |
Principal Payments of Mortgages and Loans | (5,915) | (64,583) |
Financing Costs on Debt | (552) | (814) |
Proceeds from At-The-Market Preferred Equity Program, net of offering costs | 5,058 | 34,600 |
Proceeds from At-The-Market Common Equity Program, net of offering costs | 56,478 | 78,447 |
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments | 3,503 | 3,197 |
Proceeds from Exercise of Stock Options | 2,079 | 550 |
Preferred Dividends Paid | (9,385) | (7,887) |
Common Dividends Paid, net of dividend reinvestments | (27,831) | (23,331) |
Net Cash Provided by Financing Activities | 7,598 | 49,706 |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (13,555) | 8,312 |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 64,437 | 40,876 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ 50,882 | $ 49,188 |
ORGANIZATION AND ACCOUNTING POL
ORGANIZATION AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES UMH Properties, Inc., a Maryland corporation, and its subsidiaries (“we”, “our”, “us” or “the Company”) operates as a real estate investment trust (“REIT”) deriving its income primarily from real estate rental operations. The Company owns and operates 136 25,800 77 The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company is subject to franchise taxes in some of the states in which the Company owns property. The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023. Use of Estimates In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions. Reclassifications Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods. Investment in Joint Venture The Company accounts for its investment in entities formed under its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to exercise significant influence, but not control, over the operating and financial decisions of the joint venture entities. Under the equity method of accounting, the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement. The carrying value of the investment in the joint venture is reviewed for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that are considered in evaluation of the existence of impairment indicators (See Note 4). Leases The Company accounts for its leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of June 30, 2024 and December 31, 2023, the right-of-use assets and corresponding lease liabilities of $ 3.2 3.3 prepaid expenses and other assets Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands) SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2024 $ 230 2025 460 2026 460 2027 257 2028 111 Thereafter 18,503 Total Lease Payments $ 20,021 The weighted average remaining lease term for these leases is 163 5 Restricted Cash The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in prepaid expenses and other assets on the consolidated balance sheets. The following table presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands) SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH 6/30/24 12/31/23 6/30/23 12/31/22 Cash and Cash Equivalents $ 39,457 $ 57,320 $ 41,484 $ 29,785 Restricted Cash 11,425 7,117 7,704 11,091 Cash, Cash Equivalents And Restricted Cash $ 50,882 $ 64,437 $ 49,188 $ 40,876 Revenue Recognition We account for our Sales of Manufactured Homes in accordance with Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements, which are accounted for with the site lease as a single lease under ASC 842. Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation. Interest income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606. Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled. Notes Receivables We account for our receivables in accordance with ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. As of June 30, 2024 and December 31, 2023, the Company had notes receivable of $ 81.6 77.1 1.6 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 2 – NET INCOME (LOSS) PER SHARE Basic Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average shares outstanding for the period. Diluted Net Income (Loss) per Share is calculated by dividing Net Income (Loss) less Income (Loss) Attributable to Non-Controlling Interest by the weighted average number of common shares outstanding, and when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the diluted loss per share equals the basic loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. For the three months ended June 30, 2024, common stock equivalents resulting from employee stock options to purchase 4.0 466,000 common stock equivalents of 409,000 shares were excluded from the computation of Diluted Net Loss per Share as their effect would be anti-dilutive. For the three and six months ended June 30, 2023, 524,000 shares and 658,000 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3 – MARKETABLE SECURITIES The Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a fair value of $ 28.7 1.5 As of June 30, 2024, the Company had total net unrealized losses of $ 41.7 3.3 2.0 |
INVESTMENT IN JOINT VENTURE
INVESTMENT IN JOINT VENTURE | 6 Months Ended |
Jun. 30, 2024 | |
Investment In Joint Venture | |
INVESTMENT IN JOINT VENTURE | NOTE 4 – INVESTMENT IN JOINT VENTURE In December 2021, the Company and Nuveen Real Estate (“Nuveen” or “Nuveen Real Estate”), established a joint venture for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. The terms of the initial joint venture entity were set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The LLC Agreement provided for the parties to initially fund up to $ 70 24 100 60 40 7.5 80 70 30 20 7 Under the terms of the LLC Agreement, after December 8, 2024 or, if later, the second anniversary of the acquisition and placing in service of a manufactured housing or recreational vehicle community, Nuveen will have a right to initiate the sale of one or more of the communities owned by the joint venture entity. If Nuveen elects to initiate such a sale process, the Company may exercise a right of first refusal to acquire Nuveen’s interest in the community or communities to be sold for a purchase price corresponding to the greater of the appraised value of such communities or the amount required to provide a 7.5 In addition, the Company will have the right to buy out Nuveen’s interest in the joint venture entity at any time after December 8, 2031 at a purchase price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. The LLC Agreement between the Company and Nuveen provided that until the capital contributions to the joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet the joint venture’s investment guidelines. These guidelines called for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed within the previous two years The LLC Agreement provides that Nuveen will have the right to remove and replace the Company as managing member of the joint venture and manager of the joint venture’s properties if the Company breaches certain obligations or certain events occur. Upon such removal, Nuveen may elect to buy out the Company’s interest in the joint venture at 98 The LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture acquire a manufactured housing community or recreational vehicle community that meets the investment guidelines. If Nuveen decides not to acquire the community through the joint venture, however, the Company is free to purchase the community on its own outside of the joint venture. In December 2021, the joint venture entity closed on the acquisition of Sebring Square, a newly developed all-age, manufactured home community located in Sebring, Florida, for a total purchase price of $ 22.2 219 39 15.1 144 20 During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen have continued to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain other investment guidelines. During 2022, the Company and Nuveen informally agreed that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the original joint venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio, consisting of the Sebring Square and Rum Runner communities. The Company and Nuveen also informally agreed that, unless otherwise determined in connection with any specific future investment, capital for any such new joint venture entity would continue to be funded 60 40 In November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a new joint venture entity with Nuveen. The new joint venture entity was established to, directly or through one or more subsidiaries, identify, source, originate, acquire, hold, operate, sell, lease, mortgage, maintain, own, manage, finance, refinance, reposition, improve, renovate, develop, redevelop, pledge, hedge, exchange, and otherwise deal in and with the rental of manufactured housing and/or recreational vehicle communities that meet other investment guidelines. The terms of the new joint venture entity are set forth in a Limited Liability Company Agreement dated as of November 29, 2023 (the “Second LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The Company serves as managing member of this new joint venture entity and is responsible for day-to-day operations of the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The Company receives property management oversite, development and other fees from the joint venture entity. Sixty-one 3.8 60 113 61 References in this report to the Company’s joint venture relationship with Nuveen are intended to refer to its ongoing relationship with Nuveen. The Company accounts for its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”. |
OPPORTUNITY ZONE FUND
OPPORTUNITY ZONE FUND | 6 Months Ended |
Jun. 30, 2024 | |
Opportunity Zone Fund | |
OPPORTUNITY ZONE FUND | NOTE 5 – OPPORTUNITY ZONE FUND In July 2022, the Company invested $ 8.0 5.2 3.7 77 |
LOANS AND MORTGAGES PAYABLE AND
LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS | NOTE 6 – LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS Loans Payable The following is a summary of our loans payable as of June 30, 2024 and December 31, 2023 (in thousands) SCHEDULE OF LOANS PAYABLE 6/30/2024 12/31/2023 Amount Rate Amount Rate Margin Loan (1) $ - 0 N/A $ - 0 N/A Unsecured revolving credit facility (2) 50,000 6.94 % 70,000 7.27 % Floorplan inventory financing (3) 4,487 8.89 % - 0 N/A FirstBank rental home loan (4) 24,359 6.15 % 24,683 6.15 % FirstBank rental home line of credit (5) - 0 N/A - 0 N/A Triad rental home loan (6) - 0 N/A - 0 N/A OceanFirst notes receivable financing (7) - 0 N/A - 0 N/A Total Loans Payable 78,846 6.81 % 94,683 6.98 % Unamortized debt issuance costs (1,479 ) (1,204 ) Loans Payable, net of unamortized debt issuance costs $ 77,367 6.94 % $ 93,479 7.07 % (1) Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately 2 times. (2) Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. Total available borrowings under this facility is $ 260 (3) Represents revolving credit agreements totaling $ 108.5 0.75 4 (4) Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15 May 10, 2028 (5) Represents a $ 25 5 (6) Represents a $ 30 interest rate of prime plus 0.25%, with a minimum of 5%. (7) Represents a revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75 On April 2, 2024, the Company expanded the borrowing capacity on its unsecured revolving credit facility from $ 180 260 1.5 2.20 BMO’s prime lending rate 0.50 1.20 November 7, 2026 Series A Bonds On February 6, 2022, the Company issued $ 102.7 4.72 98.7 4.72 February 28, 2027 1.25 Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed of Trust. The Company does not intend to redeem the 2027 Bonds. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to effect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds. The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to shareholders’ equity and to earnings, and customary events of default. The 2027 Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933). Mortgages Payable The following is a summary of our mortgages payable as of June 30, 2024 and December 31, 2023 (in thousands) SCHEDULE OF MORTGAGES PAYABLE 6/30/2024 12/31/2023 Amount Rate Amount Rate Fixed rate mortgages $ 495,219 4.17 % $ 501,135 4.17 % Unamortized debt issuance costs (4,189 ) (4,652 ) Mortgages Payable, net of unamortized debt issuance costs $ 491,030 4.21 % $ 496,483 4.21 % As of June 30, 2024 and December 31, 2023, the weighted average loan maturity of mortgages payable was 4.8 5.3 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY Common Stock On April 1, 2024, the Company announced a $ 0.01 4.9 0.215 0.205 0.14 19 0.86 On June 17, 2024, the Company paid total cash dividends of $ 15.1 0.215 821,000 0.215 September 16, 2024 August 15, 2024 During the six months ended June 30, 2024, the Company received, including dividends reinvested of $ 1.5 5.0 340,000 On January 10, 2024, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “Repurchase Program”) that authorizes us to repurchase up to $ 25 Common Stock At-The-Market Sales Programs On April 4, 2023, the Company entered into an equity distribution agreement (“2023 Common ATM Program”) with BMO Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery Scott LLC, as distribution agents (the “Distribution Agents”) under which the Company was permitted to offer and sell shares of the Company’s common stock, $ 0.10 150 8.5 132.2 1.2 15.37 19.1 18.9 On March 12, 2024, the Company terminated the use of the 2023 Common ATM Program and entered into a new equity distribution agreement (“2024 Common ATM Program”) with BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery Scott LLC, as Distribution Agents under which the Company may offer and sell shares of the Company’s common stock, $ 0.10 150 2.5 15.47 38.5 37.6 Under both the 2023 Common ATM Program and the 2024 Common ATM Program, for the six months ended June 30, 2024, a total of 3.7 15.44 57.6 56.5 As of June 30, 2024, $ 111.6 6.375% Series D Cumulative Redeemable Preferred Stock On June 17, 2024, the Company paid $ 4.7 0.3984375 6.375 0.10 25.00 1.59375 On July 1, 2024, the Company declared a dividend of $ 0.3984375 September 16, 2024 August 15, 2024 Preferred Stock At-The-Market Sales Program On January 10, 2023, the Company entered into an At Market Issuance Sales Agreement (“2023 Preferred ATM Program”) with B. Riley. Under the 2023 Preferred ATM Program, the Company may offer and sell shares of the Company’s 6.375 0.10 25.00 100 223,000 23.04 5.1 As of June 30, 2024, $ 41.0 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 8 – STOCK BASED COMPENSATION The Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.” ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $ 1.9 3.7 1.5 3.0 On January 10, 2024, the Company awarded a total of 26,000 411,000 5 On January 10, 2024, the Company awarded a total of 8,613 136,000 On January 10, 2024, the Company granted options to purchase 99,000 266,000 five years On March 26, 2024, the Company awarded a total of 8,694 136,000 On March 26, 2024, the Company awarded a total of 24,275 380,000 On March 26, 2024, the Company awarded a total of 413,016 6.5 121,488 2 2 On March 26, 2024, the Company granted options to purchase 829,500 2.3 five years On June 20, 2024, the Company awarded a total of 8,847 136,000 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the six months ended June 30, 2024: SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS 2024 Dividend yield 5.33 % Expected volatility 27.05 % Risk-free interest rate 4.22 % Expected lives 10 Estimated forfeitures - 0 During the six months ended June 30, 2024, eighteen participants exercised options to purchase a total of 209,940 9.90 2.1 1.3 8,700 As of June 30, 2024, there were options outstanding to purchase 5.5 8.6 775,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 – FAIR VALUE MEASUREMENTS In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at June 30, 2024 and December 31, 2023 (in thousands) FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements at Reporting Date Using Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) As of June 30, 2024: Marketable Securities - Preferred stock $ 434 $ 434 $ - 0 $ - 0 Marketable Securities - Common stock 28,239 28,239 - 0 - 0 Total $ 28,673 $ 28,673 $ - 0 $ - 0 As of December 31, 2023: Marketable Securities - Preferred stock $ 447 $ 447 $ - 0 $ - 0 Marketable Securities - Common stock 34,059 34,059 - 0 - 0 Total $ 34,506 $ 34,506 $ - 0 $ - 0 In addition to the Company’s investment in marketable securities at fair value, the Company is required to disclose certain information about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates of fair value are made at a specific point in time, based upon, where available, relevant market prices and information about the financial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. All of the Company’s marketable securities have quoted market prices. However, for a portion of the Company’s other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates. The fair value of cash and cash equivalents and notes receivable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable rate loans payable approximate their current carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest. As of June 30, 2024, the estimated fair value of fixed rate mortgages payable amounted to $ 484.7 495.2 |
CONTINGENCIES, COMMITMENTS AND
CONTINGENCIES, COMMITMENTS AND OTHER MATTERS | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES, COMMITMENTS AND OTHER MATTERS | NOTE 10 – CONTINGENCIES, COMMITMENTS AND OTHER MATTERS The Company is subject to claims and litigation in the ordinary course of business. Management does not believe that any such claim or litigation will have a material adverse effect on the business, assets, or results of operations of the Company. The Company had an agreement with 21st Mortgage under which 21st Mortgage provided financing for home purchasers in the Company’s communities. This program was terminated on June 22, 2023; however, the Company’s repurchase obligations for the outstanding loans that were originated by 21st Mortgage remain in effect. The Company did not receive referral fees or other cash compensation under the agreement. If 21st Mortgage made loans to purchasers and those purchasers defaulted on their loans and 21st Mortgage repossessed the homes securing such loans, the Company agreed to purchase from 21st Mortgage each such repossessed home for a price equal to 80 95 2.3 55 100 606,000 The Company entered into a Manufactured Home Retailer Agreement (the “MHRA”) with 21st Mortgage on January 24, 2023, under which 21st Mortgage provides financing for home purchasers in the Company’s communities. 21st Mortgage has no recourse against the Company under the MHRA except in instances where the Customer defaults before two scheduled monthly payments are paid by the purchaser and the default is based on any dispute between S&F surrounding the terms or execution of the purchase and sale of the home. Upon such a default, S&F is to take assignment of the loan from 21st Mortgage for the unpaid principal balance plus accrued interest. As of June 30, 2024, no loans have been originated under the MHRA. S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If a loan application does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included in Notes and Other Receivables is approximately $ 78.8 The Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of December 8, 2021 with an affiliate of Nuveen, which governs the initial joint venture entity between the Company and Nuveen. The LLC Agreement provided for the parties to initially fund up to $ 70 24 100 40 60 60 40 113 61 60 40 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest during the six months ended June 30, 2024 and 2023 was $ 15.8 18.5 2.4 2.7 During the six months ended June 30, 2024 and 2023, the Company had Dividend Reinvestments of $ 1.5 1.4 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were issued. Since July 1, 2024, the Company issued and sold an additional 765,000 16.94 12.8 98.6 Since July 1, 2024, the Company issued and sold an additional 150,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $ 23.01 per share, generating net proceeds of $ 3.4 , after offering expenses. As of August 1, 2024, $ 37.5 million of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program. |
PROFORMA FINANCIAL INFORMATION
PROFORMA FINANCIAL INFORMATION (UNAUDITED) | 6 Months Ended |
Jun. 30, 2024 | |
Proforma Financial Information | |
PROFORMA FINANCIAL INFORMATION (UNAUDITED) | NOTE 13 – PROFORMA FINANCIAL INFORMATION (UNAUDITED) The following unaudited pro forma condensed financial information reflects the acquisitions during 2023 and 2024. This information has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from the properties acquired during this period assuming that the acquisitions had occurred as of the first day of the applicable period, after giving effect to certain adjustments including: (a) rental and related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions; and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands) SUMMARY OF PRO FORMA FINANCIAL INFORMATION Three Months Ended Six Months Ended 6/30/24 6/30/23 6/30/24 6/30/23 Rental and Related Income $ 51,494 $ 47,063 $ 101,823 $ 92,370 Community Operating Expenses 21,595 20,034 42,692 40,127 Net Income (Loss) Attributable to Common Shareholders 527 (4,418 ) (5,737 ) (9,733 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted $ 0.00 $ (0.07 ) $ (0.08 ) $ (0.16 ) |
ORGANIZATION AND ACCOUNTING P_2
ORGANIZATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions. |
Reclassifications | Reclassifications Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods. |
Investment in Joint Venture | Investment in Joint Venture The Company accounts for its investment in entities formed under its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to exercise significant influence, but not control, over the operating and financial decisions of the joint venture entities. Under the equity method of accounting, the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement. The carrying value of the investment in the joint venture is reviewed for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that are considered in evaluation of the existence of impairment indicators (See Note 4). |
Leases | Leases The Company accounts for its leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. We are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of June 30, 2024 and December 31, 2023, the right-of-use assets and corresponding lease liabilities of $ 3.2 3.3 prepaid expenses and other assets Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands) SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2024 $ 230 2025 460 2026 460 2027 257 2028 111 Thereafter 18,503 Total Lease Payments $ 20,021 The weighted average remaining lease term for these leases is 163 5 |
Restricted Cash | Restricted Cash The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in prepaid expenses and other assets on the consolidated balance sheets. The following table presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands) SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH 6/30/24 12/31/23 6/30/23 12/31/22 Cash and Cash Equivalents $ 39,457 $ 57,320 $ 41,484 $ 29,785 Restricted Cash 11,425 7,117 7,704 11,091 Cash, Cash Equivalents And Restricted Cash $ 50,882 $ 64,437 $ 49,188 $ 40,876 |
Revenue Recognition | Revenue Recognition We account for our Sales of Manufactured Homes in accordance with Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements, which are accounted for with the site lease as a single lease under ASC 842. Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation. Interest income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606. Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled. |
Notes Receivables | Notes Receivables We account for our receivables in accordance with ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. As of June 30, 2024 and December 31, 2023, the Company had notes receivable of $ 81.6 77.1 1.6 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
ORGANIZATION AND ACCOUNTING P_3
ORGANIZATION AND ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands) SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2024 $ 230 2025 460 2026 460 2027 257 2028 111 Thereafter 18,503 Total Lease Payments $ 20,021 |
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | The following table presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands) SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH 6/30/24 12/31/23 6/30/23 12/31/22 Cash and Cash Equivalents $ 39,457 $ 57,320 $ 41,484 $ 29,785 Restricted Cash 11,425 7,117 7,704 11,091 Cash, Cash Equivalents And Restricted Cash $ 50,882 $ 64,437 $ 49,188 $ 40,876 |
LOANS AND MORTGAGES PAYABLE A_2
LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOANS PAYABLE | The following is a summary of our loans payable as of June 30, 2024 and December 31, 2023 (in thousands) SCHEDULE OF LOANS PAYABLE 6/30/2024 12/31/2023 Amount Rate Amount Rate Margin Loan (1) $ - 0 N/A $ - 0 N/A Unsecured revolving credit facility (2) 50,000 6.94 % 70,000 7.27 % Floorplan inventory financing (3) 4,487 8.89 % - 0 N/A FirstBank rental home loan (4) 24,359 6.15 % 24,683 6.15 % FirstBank rental home line of credit (5) - 0 N/A - 0 N/A Triad rental home loan (6) - 0 N/A - 0 N/A OceanFirst notes receivable financing (7) - 0 N/A - 0 N/A Total Loans Payable 78,846 6.81 % 94,683 6.98 % Unamortized debt issuance costs (1,479 ) (1,204 ) Loans Payable, net of unamortized debt issuance costs $ 77,367 6.94 % $ 93,479 7.07 % (1) Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately 2 times. (2) Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. Total available borrowings under this facility is $ 260 (3) Represents revolving credit agreements totaling $ 108.5 0.75 4 (4) Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15 May 10, 2028 (5) Represents a $ 25 5 (6) Represents a $ 30 interest rate of prime plus 0.25%, with a minimum of 5%. (7) Represents a revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75 |
SCHEDULE OF MORTGAGES PAYABLE | The following is a summary of our mortgages payable as of June 30, 2024 and December 31, 2023 (in thousands) SCHEDULE OF MORTGAGES PAYABLE 6/30/2024 12/31/2023 Amount Rate Amount Rate Fixed rate mortgages $ 495,219 4.17 % $ 501,135 4.17 % Unamortized debt issuance costs (4,189 ) (4,652 ) Mortgages Payable, net of unamortized debt issuance costs $ 491,030 4.21 % $ 496,483 4.21 % |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the six months ended June 30, 2024: SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS 2024 Dividend yield 5.33 % Expected volatility 27.05 % Risk-free interest rate 4.22 % Expected lives 10 Estimated forfeitures - 0 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS | In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at June 30, 2024 and December 31, 2023 (in thousands) FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements at Reporting Date Using Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) As of June 30, 2024: Marketable Securities - Preferred stock $ 434 $ 434 $ - 0 $ - 0 Marketable Securities - Common stock 28,239 28,239 - 0 - 0 Total $ 28,673 $ 28,673 $ - 0 $ - 0 As of December 31, 2023: Marketable Securities - Preferred stock $ 447 $ 447 $ - 0 $ - 0 Marketable Securities - Common stock 34,059 34,059 - 0 - 0 Total $ 34,506 $ 34,506 $ - 0 $ - 0 |
PROFORMA FINANCIAL INFORMATIO_2
PROFORMA FINANCIAL INFORMATION (UNAUDITED) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Proforma Financial Information | |
SUMMARY OF PRO FORMA FINANCIAL INFORMATION | SUMMARY OF PRO FORMA FINANCIAL INFORMATION Three Months Ended Six Months Ended 6/30/24 6/30/23 6/30/24 6/30/23 Rental and Related Income $ 51,494 $ 47,063 $ 101,823 $ 92,370 Community Operating Expenses 21,595 20,034 42,692 40,127 Net Income (Loss) Attributable to Common Shareholders 527 (4,418 ) (5,737 ) (9,733 ) Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted $ 0.00 $ (0.07 ) $ (0.08 ) $ (0.16 ) |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2024 | $ 230 |
2025 | 460 |
2026 | 460 |
2027 | 257 |
2028 | 111 |
Thereafter | 18,503 |
Total Lease Payments | $ 20,021 |
SCHEDULE OF CASH, CASH EQUIVALE
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents | $ 39,457 | $ 57,320 | $ 41,484 | $ 29,785 |
Restricted Cash | 11,425 | 7,117 | 7,704 | 11,091 |
Cash, Cash Equivalents And Restricted Cash | $ 50,882 | $ 64,437 | $ 49,188 | $ 40,876 |
ORGANIZATION AND ACCOUNTING P_4
ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) $ in Millions | Jun. 30, 2024 USD ($) Integer | Dec. 31, 2023 USD ($) |
Weighted average remaining lease term, including renewal options | 163 years | |
Operating lease, weighted average discount rate, percent | 5% | |
Notes receivable | $ 81.6 | $ 77.1 |
Fair value adjustment of notes receivable | 1.6 | 1.6 |
Corporate Office and Ground Lease [Member] | ||
Operating lease liabilities | $ 3.2 | $ 3.3 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid Expenses and Other Assets | |
Nuveen Real Estate [Member] | ||
Controlling interest | 77% | |
Real Estate Investment Trusts [Member] | ||
Manufactured home communities | Integer | 136 | |
Developed Home Sites [Member] | ||
Manufactured home communities | Integer | 25,800 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net income per share | 71,884,000 | 61,760,000 | 70,700,000 | 60,844,000 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 4,000,000 | |||
Common Stock Equivalents [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 524,000 | 409,000 | 658,000 | |
Diluted net income per share | 466,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Available marketable securities | $ 28.7 | $ 28.7 |
Undepreciated assets | 1.50% | |
Increase (decrease) in fair value of marketable securities | $ 3.3 | $ (2) |
Real Estate Investment Trusts [Member] | ||
Unrealized losses | $ 41.7 |
INVESTMENT IN JOINT VENTURE (De
INVESTMENT IN JOINT VENTURE (Details Narrative) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Dec. 08, 2021 USD ($) | Nov. 30, 2023 USD ($) a Integer | Dec. 31, 2022 USD ($) a Integer | Dec. 31, 2021 USD ($) a Integer | Jun. 30, 2024 | |
Committed capital percent by related party | 40% | 40% | |||
Area of land | a | 61 | ||||
Investments costs | $ | $ 3.8 | ||||
Percent of reimburse of carrying value of land | 60% | ||||
LLC Agreement [Member] | |||||
Pro rata interest percentage | 70% | ||||
Nuveen Global Investments LLC [Member] | |||||
Investment company internal rate, description | In addition, the Company will have the right to buy out Nuveen’s interest in the joint venture entity at any time after December 8, 2031 at a purchase price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. | ||||
Payments to acquire productive assets | $ | $ 15.1 | $ 22.2 | |||
Nuveen Global Investments LLC [Member] | Sebring Square [Member] | |||||
Number of developed homesites | Integer | 219 | ||||
Area of land | a | 39 | ||||
Nuveen Global Investments LLC [Member] | Rum Runner [Member] | |||||
Number of developed homesites | Integer | 144 | ||||
Area of land | a | 20 | ||||
Nuveen Global Investments LLC [Member] | Nuveen Real Estate [Member] | |||||
Number of developed homesites | Integer | 113 | ||||
Area of land | a | 61 | ||||
Nuveen Global Investments LLC [Member] | LLC Agreement [Member] | |||||
Initial total commitments | $ | $ 70 | ||||
Initial commitment period for acquisitions | 24 months | ||||
Additional increase in total commitmnets | $ | $ 100 | ||||
Committed capital percent by related party | 60% | 60% | |||
Unlevered internal rate of return | 7.50% | 7.50% | |||
Allocated pro rata interest percentage | 80% | ||||
Pro rata interest percentage | 30% | ||||
Remaining promote percentage | 20% | ||||
Consummate promote period | 7 years | ||||
Joint venture to acquired manufactured housing and recreational vehicle communities | 2 years | ||||
Percentage of share elect to buy out in joint venture | 98% |
OPPORTUNITY ZONE FUND (Details
OPPORTUNITY ZONE FUND (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jan. 19, 2023 | Aug. 10, 2022 | Jul. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | |
Payments to acquire real estate | $ 0 | $ 3,679 | |||
OZ Fund [Member] | |||||
Investment | 77% | ||||
Garden View Estates [Member] | Orangeburg, South Carolina [Member] | |||||
Payments to acquire real estate | $ 5,200 | ||||
Mighty Oak [Member] | Albany Georgia [Member] | |||||
Payments to acquire real estate | $ 3,700 | ||||
UMH OZ Fund, LLC [Member] | |||||
Payment for investments | $ 8,000 |
SCHEDULE OF LOANS PAYABLE (Deta
SCHEDULE OF LOANS PAYABLE (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | ||
Short-Term Debt [Line Items] | |||
Total Loans Payable | $ 78,846 | $ 94,683 | |
Debt instrument, interest rate | 6.81% | 6.98% | |
Unamortized debt issuance costs | $ (1,479) | $ (1,204) | |
Loans Payable, net of unamortized debt issuance costs | $ 77,367 | $ 93,479 | |
Loans payable, net of unamortized debt issuance costs percentage | 6.94% | 7.07% | |
Margin Line [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [1] | $ 0 | $ 0 |
Unsecured Line of Credit [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [2] | $ 50,000 | $ 70,000 |
Debt instrument, interest rate | [2] | 6.94% | 7.27% |
Floor Plan Inventory Financing [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [3] | $ 4,487 | $ 0 |
Debt instrument, interest rate | [3] | 8.89% | |
FirstBank Rental Home Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [4] | $ 24,359 | $ 24,683 |
Debt instrument, interest rate | [4] | 6.15% | 6.15% |
First Bank Rental Home Line of Credit [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [5] | $ 0 | $ 0 |
Triad Rental Home Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [6] | 0 | 0 |
OceanFirst Notes Receivable Financing [Member] | |||
Short-Term Debt [Line Items] | |||
Total Loans Payable | [7] | $ 0 | $ 0 |
[1]Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately 2 times.[2]Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. Total available borrowings under this facility is $ 260 108.5 0.75 4 6.15 May 10, 2028 25 5 30 interest rate of prime plus 0.25%, with a minimum of 5%. 4.75 |
SCHEDULE OF LOANS PAYABLE (De_2
SCHEDULE OF LOANS PAYABLE (Details) (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Apr. 02, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2024 | ||
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 30 | ||||
Debt instrument, interest rate | 6.81% | 6.98% | |||
Debt instrument term | 5 years | ||||
Interest rate description | interest rate of prime plus 0.25%, with a minimum of 5%. | ||||
Five Year Term [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 25 | ||||
FirstBank Rental Home Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | [1] | 6.15% | 6.15% | ||
Interest rate percentage | 6.15% | ||||
Maturity date | May 10, 2028 | ||||
Prime Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 4.75% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit borrowing capacity | $ 260 | $ 260 | $ 180 | ||
Revolving line of credit | $ 108.5 | ||||
Debt instrument, interest rate | 0.75% | ||||
Maturity date | Nov. 07, 2026 | ||||
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 4% | ||||
[1]Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15 May 10, 2028 |
SCHEDULE OF MORTGAGES PAYABLE (
SCHEDULE OF MORTGAGES PAYABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Fixed rate mortgages | $ 495,219 | $ 501,135 |
Mortgages percentage | 4.17% | 4.17% |
Unamortized debt issuance costs | $ (4,189) | $ (4,652) |
Mortgages Payable, net of unamortized debt issuance costs | $ 491,030 | $ 496,483 |
Mortgages Payable, net of unamortized debt issuance costs percentage | 4.21% | 4.21% |
LOANS AND MORTGAGES PAYABLE A_3
LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Apr. 02, 2024 | Feb. 06, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2024 | |
Line of Credit Facility [Line Items] | |||||
Line of credit facility, interest rate | 6.81% | 6.98% | |||
Debt instrument, term | 5 years | ||||
Mortgage Payable [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, term | 4 years 9 months 18 days | 5 years 3 months 18 days | |||
Series A Bonds [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument maturity date | Feb. 28, 2027 | ||||
Sale of stock number of value issued in transaction | $ 102.7 | ||||
Debt instrument interest rate stated percentage | 4.72% | ||||
Sale of stock consideration received on transaction | $ 98.7 | ||||
Maximum [Member] | Series A Bonds [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument interest rate stated percentage | 1.25% | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit borrowing capacity | $ 260 | $ 260 | $ 180 | ||
Line of credit facility, interest rate | 0.75% | ||||
Debt instrument maturity date | Nov. 07, 2026 | ||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, interest rate | 1.50% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, interest rate | 2.20% | ||||
Unsecured Revolving Credit Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, interest rate | 0.50% | ||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Prime Rate [Member] | ||||
Unsecured Revolving Credit Facility [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, interest rate | 1.20% | ||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Prime Rate [Member] |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 01, 2024 | Jun. 17, 2024 | May 15, 2024 | Apr. 01, 2024 | Mar. 12, 2024 | Jan. 10, 2024 | Apr. 04, 2023 | Jan. 10, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2020 | Aug. 01, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||||||||||||||
Dividend paid price per share | $ 0.215 | ||||||||||||||||
Dividend per share | $ 0.86 | ||||||||||||||||
Share price | 0.205 | ||||||||||||||||
Dividends paid | $ 15,100,000 | ||||||||||||||||
Proceed from dividend reinvestment and stock purchase plan (DRIP) | $ 1,500,000 | $ 1,400,000 | |||||||||||||||
Common stock par value | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments | $ 3,503,000 | $ 3,197,000 | |||||||||||||||
2024 Common ATM Program [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock available for sale value | $ 111,600,000 | 111,600,000 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued during the period for DRIP | 172,000 | 168,000 | 151,000 | 164,000 | |||||||||||||
ATM Program [Member] | Common Stock [Member] | B. Riley FBR, Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock par value | $ 0.10 | $ 0.10 | |||||||||||||||
ATM Program [Member] | Common Stock [Member] | B. Riley FBR, Inc [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments | $ 150,000,000 | $ 150,000,000 | |||||||||||||||
DRIP [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Proceed from dividend reinvestment and stock purchase plan (DRIP) | $ 5,000,000 | ||||||||||||||||
Shares issued during the period for DRIP | 340,000 | ||||||||||||||||
6.375% Series D Cumulative Redeemable Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends paid | $ 4,700,000 | ||||||||||||||||
Dividend rate declared | 6.375% | ||||||||||||||||
Preferred stock par value | $ 0.10 | ||||||||||||||||
Liquidation preference, per share | 25 | ||||||||||||||||
Annual rate of dividend | 1.59375 | ||||||||||||||||
6.375% Series D Cumulative Redeemable Preferred Stock [Member] | Ordinary 2024 Q2 Dividends [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividend paid price per share | $ 0.3984375 | ||||||||||||||||
Series D Cumulative Redeemable Preferred Stock [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock par value | $ 0.10 | ||||||||||||||||
Liquidation preference, per share | $ 25 | ||||||||||||||||
Series D Cumulative Redeemable Preferred Stock [Member] | Maximum [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cumulative redeemable preferred stock, percentage | 6.375% | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock par value | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||
Series D Preferred Stock [Member] | 2023 Preferred ATM Program [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock available for sale value | $ 41,000,000 | $ 41,000,000 | |||||||||||||||
Series D Preferred Stock [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 223,000 | ||||||||||||||||
Sale of stock, price per share | $ 23.04 | $ 23.04 | |||||||||||||||
Net proceeds from sale of equity after offering expenses | $ 5,100,000 | ||||||||||||||||
Series D Preferred Stock [Member] | Maximum [Member] | 2023 Preferred ATM Program [Member] | BRiley Securities Inc [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock available for sale value | $ 100,000,000 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Ordinary 2024 Q2 Dividends [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividend payable date | Sep. 16, 2024 | ||||||||||||||||
Divided date of record | Aug. 15, 2024 | ||||||||||||||||
Subsequent Event [Member] | 6.375% Series D Cumulative Redeemable Preferred Stock [Member] | Ordinary 2024 Q2 Dividends [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividend payable date | Sep. 16, 2024 | ||||||||||||||||
Divided date of record | Aug. 15, 2024 | ||||||||||||||||
Dividend paid price per share | $ 0.3984375 | ||||||||||||||||
Stock Purchase Plan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividend paid price per share | $ 0.01 | $ 0.14 | |||||||||||||||
Percentage of incease in common stock dividend | 4.90% | 19% | |||||||||||||||
Dividend per share | $ 0.215 | ||||||||||||||||
Reinvestment of dividend | $ 821,000 | $ 1,500,000 | |||||||||||||||
Stock Purchase Plan [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividend per share | $ 0.215 | ||||||||||||||||
Common Stock Repurchase Program [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Authorized stock repurchase, value | $ 25,000,000 | ||||||||||||||||
2023 Common ATM Program [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 8,500,000 | ||||||||||||||||
Aggregate sale price | $ 132,200,000 | ||||||||||||||||
2023 Common ATM Program [Member] | 2023 Distribution Agents [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 1,200,000 | ||||||||||||||||
Sale of stock, price per share | 15.37 | $ 15.37 | |||||||||||||||
Gross proceeds from sale of equity | $ 19,100,000 | ||||||||||||||||
Net proceeds from sale of equity after offering expenses | $ 18,900,000 | ||||||||||||||||
2024 Common ATM Program [Member] | 2024 Distribution Agents [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 2,500,000 | ||||||||||||||||
Sale of stock, price per share | 15.47 | $ 15.47 | |||||||||||||||
Gross proceeds from sale of equity | $ 38,500,000 | ||||||||||||||||
Net proceeds from sale of equity after offering expenses | $ 37,600,000 | ||||||||||||||||
2024 Common ATM Program [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 765,000 | ||||||||||||||||
Sale of stock, price per share | $ 16.94 | ||||||||||||||||
Gross proceeds from sale of equity | $ 12,800,000 | ||||||||||||||||
Common stock available for sale value | $ 98,600,000 | ||||||||||||||||
2023 & 2024 Common ATM Program [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued in transaction | 3,700,000 | ||||||||||||||||
Sale of stock, price per share | $ 15.44 | $ 15.44 | |||||||||||||||
Gross proceeds from sale of equity | $ 57,600,000 | ||||||||||||||||
Net proceeds from sale of equity after offering expenses | $ 56,500,000 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Dividend yield | 5.33% |
Expected volatility | 27.05% |
Risk-free interest rate | 4.22% |
Expected lives | 10 years |
Estimated forfeitures | $ 0 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 20, 2024 | Mar. 26, 2024 | Jan. 10, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation costs | $ 1,900,000 | $ 1,500,000 | $ 3,700,000 | $ 3,000,000 | |||||
Common stock issued through stock options | $ 313,000 | $ 1,766,000 | $ 413,000 | $ 137,000 | |||||
Options outstanding | 5,500,000 | 5,500,000 | |||||||
Aggregate intrinsic value | $ 8,600,000 | $ 8,600,000 | |||||||
Shares available for grant | 775,000 | 775,000 | |||||||
Six Employees [Member] | 2023 Equity Incentive Award Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted stock award | 26,000 | ||||||||
Grant date fair value | $ 411,000 | ||||||||
Grants vested | 5 years | ||||||||
Nine Members of Board of Directors [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of common stock award | 8,847 | 8,694 | 8,613 | ||||||
Fair value of common stock awards | $ 136,000 | $ 136,000 | $ 136,000 | ||||||
Nine Members of Board of Directors [Member] | 2023 Equity Incentive Award Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Grant date fair value | $ 266,000 | ||||||||
Grants vested | 5 years | ||||||||
Options granted | 99,000 | ||||||||
Four Employees [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted stock award | 413,016 | ||||||||
Grant date fair value | $ 6,500,000 | ||||||||
Number of common stock award | 24,275 | ||||||||
Fair value of common stock awards | $ 380,000 | ||||||||
Four Employees [Member] | Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted stock award | 121,488 | ||||||||
Remaining contractual terms | 2 years | ||||||||
Four Employees [Member] | Performance Shares [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Remaining contractual terms | 2 years | ||||||||
Sixty Employess [Member] | 2023 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Grants vested | 5 years | ||||||||
Options granted | 829,500 | ||||||||
Fair value | $ 2,300,000 | ||||||||
Eighteen Participants [Member] | Stock Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock issued through stock options, shares | 209,940 | ||||||||
Weighted-average exercise price | $ 9.90 | ||||||||
Common stock issued through stock options | $ 2,100,000 | ||||||||
Aggregate intrinsic value of options exercised | $ 1,300,000 | ||||||||
Options to purchase shares, forfeited | 8,700 |
FINANCIAL ASSETS AND LIABILITIE
FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 28,673 | $ 34,506 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 28,673 | 34,506 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 28,673 | 34,506 |
Preferred Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 434 | 447 |
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 434 | 447 |
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 28,239 | 34,059 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 28,239 | 34,059 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) $ in Millions | Jun. 30, 2024 USD ($) |
Fair Value Disclosures [Abstract] | |
Estimate fair value of fixed rate mortgages payable | $ 484.7 |
Carrying value of fixed rate mortgages payable | $ 495.2 |
CONTINGENCIES, COMMITMENTS AN_2
CONTINGENCIES, COMMITMENTS AND OTHER MATTERS (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
Dec. 08, 2021 USD ($) | Nov. 30, 2023 a Integer | Jun. 30, 2024 USD ($) | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||
Committed capital percent by related party | 40% | 40% | ||
Area of land | a | 61 | |||
Committed capital percent by the Company | 40% | |||
Sale and Servicing Agreement [Member] | Triad Financial Services [Member] | ||||
Loss Contingencies [Line Items] | ||||
Notes and other receivables | $ 78,800,000 | |||
21st Mortgage Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Investment owned balance, principal amount | 2,300,000 | |||
Loan balance | $ 606,000 | |||
Nuveen Global Investments LLC [Member] | Nuveen Real Estate [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of developed homesites | Integer | 113 | |||
Area of land | a | 61 | |||
Nuveen Global Investments LLC [Member] | LLC Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Initial total commitments | $ 70,000,000 | |||
Initial commitment period for acquisitions | 24 months | |||
Additional increase in total commitments | $ 100,000,000 | |||
Committed capital percent by related party | 60% | 60% | ||
Minimum [Member] | 21st Mortgage Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Repossessed home | 80% | |||
Minimum [Member] | 21st Mortgage Corporation [Member] | Purchase Price [Member] | ||||
Loss Contingencies [Line Items] | ||||
Repossessed home | 55% | |||
Maximum [Member] | 21st Mortgage Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Repossessed home | 95% | |||
Maximum [Member] | 21st Mortgage Corporation [Member] | Purchase Price [Member] | ||||
Loss Contingencies [Line Items] | ||||
Repossessed home | 100% |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 15.8 | $ 18.5 |
Interest cost capitalized to land development | 2.4 | 2.7 |
Reinvestment of dividends | $ 1.5 | $ 1.4 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Jul. 01, 2024 | Aug. 01, 2024 |
2024 Common ATM Program [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued in transaction | 765,000 | |
Sale of stock, price per share | $ 16.94 | |
Gross proceeds from sale of equity | $ 12.8 | |
Common stock available for sale value | $ 98.6 | |
2023 Preferred ATM Program [Member] | Series D Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued in transaction | 150,000 | |
Sale of stock, price per share | $ 23.01 | |
Net proceeds | $ 3.4 | |
Preferred stock available for sale value | $ 37.5 |
SUMMARY OF PRO FORMA FINANCIAL
SUMMARY OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Proforma Financial Information | ||||
Rental and Related Income | $ 51,494 | $ 47,063 | $ 101,823 | $ 92,370 |
Community Operating Expenses | 21,595 | 20,034 | 42,692 | 40,127 |
Net Income (Loss) Attributable to Common Shareholders | $ 527 | $ (4,418) | $ (5,737) | $ (9,733) |
Net Income (Loss) Attributable to Common Shareholders Per Share - Basic | $ 0 | $ (0.07) | $ (0.08) | $ (0.16) |
Net Income (Loss) Attributable to Common Shareholders Per Share - Diluted | $ 0 | $ (0.07) | $ (0.08) | $ (0.16) |