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Overview
The
following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with
the consolidated financial statements and footnotes thereto included elsewhere herein and in the Company’s annual report on Form
10-K for the year ended December 31, 2025.
The
Company is a Maryland corporation that operates as a self-administered, self-managed REIT with headquarters in Freehold, New Jersey.
The Company’s primary business is the ownership and operation of manufactured home communities, which includes leasing manufactured
home spaces generally on an annual or month-to-month basis to residents. The Company also leases manufactured homes to residents and,
through its wholly-owned taxable REIT subsidiary, S&F, sells manufactured homes to residents and prospective residents of our communities
and for placement on customers’ privately-owned land. The Company also provides financing to home purchasers through its COP program
with Triad Financial. During 2022, the Company also formed a qualified opportunity zone fund to acquire, develop and redevelop manufactured
housing communities requiring substantial capital investment and located in areas designated as qualified opportunity zones by the Treasury
Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed
areas. The Company currently holds a 77% interest in the qualified opportunity zone fund.
As
of June 30, 2026, the Company operated a portfolio of 145 manufactured home communities, of which 142 are majority owned and are included
in our consolidated operations with the remaining three owned through our joint ventures with Nuveen Real Estate in which the Company
has a 40% interest. One of these joint ventures owns two communities in Florida (Sebring Square and Rum Runner) and one joint venture
owns one community in Pennsylvania (Honey Ridge). Of the 142 majority owned communities, 140 are owned 100% by the Company with the remaining
two owned by the Company’s Opportunity Zone Fund, in which the Company has a 77% interest. The Company’s portfolio of 145
communities contains approximately 27,100 developed homesites, of which 11,200 contain rental homes that are leased to residents. These
145 communities are located in twelve states consisting of New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan,
Alabama, South Carolina, Florida and Georgia. In addition, the Company has over 1,000 self-storage units that are available for leasing
by residents. UMH has continued to execute our growth strategy of purchasing well-located communities in our target markets, including
the energy-rich Marcellus and Utica Shale regions.
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The
Company earns income from the operation of its manufactured home communities which includes leasing of manufactured homesites, the rental
of manufactured homes, the sale and finance of manufactured homes, the brokering of third party home sales, self-storage leases, oil
and gas leases, cable service agreements and from appreciation in the values of the manufactured home communities and vacant land owned
by the Company. In addition, the Company receives property management and other fees from its joint venture arrangements with Nuveen
and from its opportunity zone fund.
The
primary focus of our business is the operation of our manufactured home communities, leasing of manufactured homesites and manufactured
homes in our communities to residents. The sales of homes are integrated with the leasing of these manufactured homes and homesites.
The Company reports segment information in accordance with ASC Topic 280, Segment Information (“ASC 280”). ASC 280 requires
companies to report financial and descriptive information for each identified operating segment based on management’s internal
organizational decision-making structure. Management has determined that the Company has one single reportable segment based on its method
of internal reporting in addition to its allocation of capital and resources. The primary focus of our business is the ownership and
operation of our manufactured home communities, leasing of manufactured homesites and manufactured homes in our communities to residents.
The sales of homes are integrated with the leasing of these manufactured homes and homesites. Sales of homes are necessary to maintain
and increase occupancy at our communities. These leasing activities generate rental revenues and incur operating expenses. As each of
the Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment. The accounting
policies for the reportable segment are the same as those described in Note 2 – Summary of Significant Accounting Policies included
in our annual report on Form 10-K for the year ended December 31, 2025. Our Chief Executive Officer, with the assistance of our Chief
Operating Officer, is the Company’s Chief Operating Decision Maker (“CODM”). The CODM is provided with consolidated
financial statements to assess segment performance and decide how to allocate resources based on consolidated net income, which is reported
on the Consolidated Statements of Income (Loss). The measure of segment assets is reported on the Consolidated Balance Sheets as Total
Assets. Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated
Statements of Cash Flows. The CODM reviews net income on an individual asset level and on a consolidated level and uses this information
to monitor actual results, evaluate returns on assets and determine how to reinvest profits. The revenue, costs and expenses, and net
income for the reportable segment are the same as those presented on the Consolidated Statements of Income (Loss). We report our results
of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources.
The
Company believes that its capital structure, which allows for the ownership of assets using a balanced combination of equity obtained
through the issuance of common stock, preferred stock and debt, will enhance shareholder returns as the properties appreciate over time.
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The
Company intends to continue to increase its real estate investments and investments in expansions. Our business plan includes acquiring
communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including
adding rental homes onto otherwise vacant sites. This has resulted in increased occupancy rates and improved operating results. For the
three and six months ended June 30, 2026, rental and related income increased 9% from the prior year period and Community Net Operating
Income (“NOI”), as defined below, increased 8%. Same property NOI, which includes communities owned and operated as of January
1, 2025 (excluding River Bluff Estates), increased 9% and 8% for the three and six months ended June 30, 2026, respectively, over the
prior year period driven by a 110 basis point increase in occupancy, to 89.4%, and rental rate increases of 5.3%. We have been positioning
ourselves for future growth and will continue to seek opportunistic investments. In addition, on behalf of our joint venture arrangements
with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities that are under development and/or newly
developed and meet certain other investment guidelines. We will also seek additional opportunities, through our opportunity zone fund,
to acquire communities that require substantial capital investment and are located in qualified opportunity zones.
The
macro-economic environment and current housing fundamentals continue to favor home rentals. Although 30-year fixed rate mortgage rates
have shown signs of stabilizing, they are still approximately 6.6%. Housing inventory has improved but affordability remains a challenge
for many prospective buyers, especially lower and middle-income households. We believe rental homes in a manufactured home community
allow the resident to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of
other forms of affordable housing. We continue to see strong demand for rental homes. During the six months ended June 30, 2026, our
portfolio of rental homes, including the joint venture entities, increased by 192 homes, net of rental home sales. Occupied rental homes represent approximately 44.8% of total
occupied sites. Occupancy in rental homes continues to be strong and registered at 95.3% as of June 30, 2026. Our manufactured home communities
compare favorably with other types of rental housing, including apartments, and we will continue to allocate capital to rental home purchases,
as demand dictates.
See
PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a more complete
discussion of the economic and industry-wide factors relevant to the Company and the opportunities and challenges, and risks on which
the Company is focused.
Significant
Accounting Policies and Estimates
The
discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and judgments
that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities
at the date of the Company’s consolidated financial statements. Actual results may differ from these estimates under different
assumptions or conditions.
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On
a regular basis, management evaluates our assumptions, judgments and estimates. Management believes there have been no material changes
to the items that we disclosed as our significant accounting policies and estimates under Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31,
2025.
Supplemental
Measures
In
addition to the results reported in accordance with U.S. GAAP, management’s discussion and analysis of financial condition and
results of operations include certain non-U.S. GAAP financial measures that in management’s view of the business we believe are
meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to
certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These non-U.S.
GAAP financial measures as determined and presented by us may not be comparable to related or similarly titled measures reported by other
companies and include Community Net Operating Income (“Community NOI”), Funds from Operations Attributable to Common Shareholders
(“FFO”) and Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”).
We
define Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance,
community salaries, utilities, insurance and other expenses. We believe that Community NOI is helpful to investors and analysts as a
direct measure of the actual operating results of our manufactured home communities, rather than our Company overall. Community NOI should
not be considered a substitute for the reported results prepared in accordance with U.S. GAAP. Community NOI should not be considered
as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of liquidity; nor
is it indicative of funds available for our cash needs, including our ability to make cash distributions.
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A
reconciliation of Net Income Attributable to Common Shareholders to Community NOI for the three and six months ended June 30, 2026 and
2025 is calculated as follows (in thousands):
Three Months Ended Six Months Ended
6/30/26 6/30/25 6/30/26 6/30/25
Net Income Attributable to Common Shareholders $ 4,419 $ 2,532 $ 6,999 $ 2,261
Sales of Manufactured Homes (10,554 ) (10,478 ) (16,923 ) (17,129 )
Cost of Sales of Manufactured Homes 6,807 7,124 10,883 11,469
Selling Expenses 2,337 1,847 4,204 3,462
General and Administrative Expenses 5,520 6,256 10,612 12,255
Depreciation Expense 18,267 15,739 36,243 32,402
Interest Income (1,963 ) (2,060 ) (4,137 ) (4,323 )
Dividend Income (301 ) (375 ) (603 ) (749 )
Loss on Sales Marketable Securities, net -0- -0- 36,418 -0-
Increase (Decrease) in Fair Value of Marketable Securities (3,227 ) 175 (42,310 ) 1,737
Other Income (236 ) (252 ) (431 ) (429 )
Loss on Investment in Joint Ventures 24 133 88 214
Interest Expense, including Amortization of Financing Costs 9,670 7,368 18,765 13,302
(Gain) Loss on Sales of Investment Property and Equipment (48 ) 36 (45 ) 37
Preferred Dividends 5,180 5,129 10,353 10,258
Loss Attributable to Non-Controlling Interest (67 ) (56 ) (131 ) (104 )
Community NOI $ 35,828 $ 33,118 $ 69,985 $ 64,663
The
Company’s Community NOI for the three and six months ended June 30, 2026 and 2025 consists of (in thousands):
Three Months Ended Six Months Ended
6/30/26 6/30/25 6/30/26 6/30/25
Rental and Related Income $ 61,086 $ 56,165 $ 120,555 $ 110,739
Less: Community Operating Expenses 25,258 23,047 50,570 46,076
Community NOI $ 35,828 $ 33,118 $ 69,985 $ 64,663
We
assess and measure our overall operating results based upon FFO, an industry performance measure which management believes is a useful
indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure
of a REIT. FFO, as defined by Nareit, represents net income (loss) attributable to common shareholders, as defined by accounting principles
generally accepted in the U.S. (“U.S. GAAP”), excluding certain gains or losses from sales of previously depreciated real
estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and
the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization.
Included in the Nareit FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation
of Nareit FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities,
and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the
adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the change in the fair value
of marketable securities from our FFO calculation. Nareit created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance.
We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO, excluding certain
one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and
Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost
basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized
FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding
the Company’s financial performance.
FFO
and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as an alternative
to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii)
are not alternatives to cash flow as a measure of liquidity. FFO and Normalized FFO, as calculated by the Company, may not be comparable
to similarly titled measures reported by other REITs.
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A
reconciliation of Net Income Attributable to Common Shareholders to The Company’s FFO and Normalized FFO, attributable to common
shareholders for the three and six months ended June 30, 2026 and 2025 are calculated as follows (in thousands):
Three Months Ended Six Months Ended
6/30/26 6/30/25 6/30/26 6/30/25
Net Income Attributable to Common Shareholders $ 4,419 $ 2,532 $ 6,999 $ 2,261
Depreciation Expense 18,267 15,739 36,243 32,402
Depreciation Expense from Unconsolidated Joint Ventures 248 221 494 438
(Gain) Loss on Sales of Investment Property and Equipment (48 ) 36 (45 ) 37
(Increase) Decrease in Fair Value of Marketable Securities (3,227 ) 175 (42,310 ) 1,737
Loss on Sales of Marketable Securities, net -0- -0- 36,418 -0-
FFO Attributable to Common Shareholders 19,659 18,703 37,799 36,875
Adjustments:
Amortization of Financing Costs 1,182 647 2,063 1,246
Non- Recurring Other Expense (1) 676 102 1,011 151
Normalized FFO Attributable to Common Shareholders $ 21,517 $ 19,452 $ 40,873 $ 38,272
(1) Consists of one-time legal fees and professional fees ($593 and $863, respectively) and employee transition pay ($83 and $148, respectively) for the three and six months ended June 30, 2026. Consists of one-time legal and professional fees for the three and six months ended June 30, 2025.
The
following are the cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2026
and 2025 (in thousands):
Six Months Ended
6/30/26 6/30/25
Operating Activities $ 45,632 $ 37,195
Investing Activities (78,886 ) (100,648 )
Financing Activities (9,128 ) 42,125
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Changes
In Results Of Operations
Net
Income Attributable to Common Shareholders increased $1.9 million from net income of $2.5 million for the three months ended June 30,
2025, to net income of $4.4 million for the three months ended June 30, 2026. Net Income Attributable to Common Shareholders increased
$4.7 million from net income of $2.3 million for the six months ended June 30, 2025, to net income of $7.0 million for the six months
ended June 30, 2026. The increases for both the three and six months ended from June 30, 2025 to June 30, 2026, were due to an increase
in Community NOI and a net gain on our securities portfolio, partially offset by increases in interest expense and depreciation expense.
Rental
and related income increased 9% from $56.2 million for the three months ended June 30, 2025 to $61.1 million for the three months ended
June 30, 2026. Rental and related income increased 9% from $110.7 million for the six months ended June 30, 2025 to $120.6 million for
the six months ended June 30, 2026. These increases were due to acquisitions in 2025, increases in rental rates and same property occupancy
and additional rental homes. Same property occupancy has increased 110 basis points from 88.3% as of June 30, 2025 to 89.4% at June 30,
2026. Occupied rental homes increased 7% from approximately 10,000 homes at June 30, 2025 to 10,700 homes at June 30, 2026.
Community
operating expenses increased 10% from $23.0 million for the three months ended June 30, 2025 to $25.3 million for the three months ended
June 30, 2026. Community operating expenses increased 10% from $46.1 million for the six months ended June 30, 2025 to $50.6 million
for the six months ended June 30, 2026. These increases were due to acquisitions made in 2025 and an increase in payroll and related
costs, real estate taxes, insurance and water and sewer costs.
Community
NOI increased 8% from $33.1 million for the three months ended June 30, 2025 to $35.8 million for the three months ended June 30, 2026.
Community NOI increased 8% from $64.7 million for the six months ended June 30, 2025 to $70.0 million for the six months ended June 30,
2026. These increases were primarily due to increases in rental rates, occupancy and rental homes. The Company’s operating expense
ratio (defined as community operating expenses divided by rental and related income) was 41.3% and 41.9% for the three and six months
ended June 30, 2026, respectively, and 41.0% and 41.6% for the three and six months ended June 30, 2025, respectively. Many recently
acquired communities have deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Since most
of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue to improve.
Due to the Company’s ability to increase its rental rates annually (subject to limitations on rent increases in certain jurisdictions),
increasing costs due to inflation and changing prices have generally not had a material effect on revenue and income from continuing
operations.
Sales
of manufactured homes increased 1% from $10.5 million, or 102 homes, for the three months ended June 30, 2025 to $10.6 million, or 101
homes, for the three months ended June 30, 2026. The average sales price was $104,000 and $103,000 for the three months ended June 30,
2026 and 2025, respectively. Cost of sales of manufactured homes amounted to $6.8 million and $7.1 million for the three months ended
June 30, 2026 and 2025, respectively. The gross profit percentage was 36% and 32% for the three months ended June 30, 2026 and 2025,
respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $2.3
million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively. Gain from the sales operations (defined as
sales of manufactured homes, less cost of sales of manufactured homes, less selling expenses, less interest on the financing of inventory)
amounted to $1.3 million or 13% of total sales for the three months ended June 30, 2026 and 2025. Gain from the sales operations, excluding
interest on the financing of inventory, amounted to $1.4 million or 13% of total sales and $1.5 million or 14% of total sales for the
three months ended June 30, 2026 and 2025, respectively.
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Sales
of manufactured homes decreased 1% from $17.1 million, or 173 homes, for the six months ended June 30, 2025 to $16.9 million, or 174
homes, for the six months ended June 30, 2026. The average sales price was $97,000 and $99,000 for the six months ended June 30, 2026
and 2025, respectively. Cost of sales of manufactured homes amounted to $10.9 million and $11.5 million for the six months ended June
30, 2026 and 2025, respectively. The gross profit percentage was 36% and 33% for the six months ended June 30, 2026 and 2025, respectively.
Selling expenses amounted to $4.2 million and $3.5 million for the six months ended June 30, 2026 and 2025, respectively. Gain from the
sales operations amounted to $1.7 million or 10% of total sales and $2.0 million or 11% of total sales for the six months ended June
30, 2026 and 2025, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $1.8 million
or 11% of total sales and $2.2 million or 13% of total sales for the six months ended June 30, 2026 and 2025, respectively. Many of the
costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.
Including
sales from our Joint Ventures with Nuveen Real Estate, which includes sales at our Honey Ridge community, sales of manufactured homes increased 10% from
$10.5 million for the three months ended June 30, 2025 to $11.5 million for the three months ended June 30, 2026 and increased 8%
from $17.1 million for the six months ended June 30, 2025 to $18.6 million for the six months ended June 30, 2026.
The
median price for an existing home in America reached a record high of $440,000 in June 2026, driven by low inventory and high demand.
Affordability remains strained as sales slowed down and mortgage rates hover near 6.6%. With approximately 70% of outstanding mortgages
having an interest rate below 5%, many homeowners are reluctant to give up their low rate mortgages, resulting in their unwillingness
to sell their homes. Therefore, the inherent relative affordability of our property type has become increasingly more apparent, which
should result in increased demand. The Company continues to be optimistic about future sales and rental prospects given the fundamental
need for affordable housing. The Company believes that sales of new homes produce new rental revenue and represent an investment in the
upgrading of our communities.
General
and administrative expenses decreased 12% from $6.3 million for the three months ended June 30, 2025 to $5.5 million for the three months
ended June 30, 2026. General and administrative expenses decreased 13% from $12.3 million for the six months ended June 30, 2025 to $10.6
million for the six months ended June 30, 2026. General and administrative expenses as a percentage of gross revenue (total income plus
interest, dividends and other income) was 7.4% for the three and six months ended June 30, 2026, as compared to 9.0% and 9.2% for the
three and six months ended June 30, 2025, respectively. These decreases were primarily due to a decrease in stock based compensation
expense from $1.9 million and $3.6 million for the three and six months ended June 30, 2025, respectively, to $1.0 million and $2.1 million
for the three and six months ended June 30, 2026, respectively.
Depreciation
expense increased 16% from $15.7 million for the three months ended June 30, 2025 to $18.3 million for the three months ended June 30,
2026. Depreciation expense increased 12% from $32.4 million for the six months ended June 30, 2025 to $36.2 million for the six months
ended June 30, 2026. This increase was primarily due to the increase in rental homes, acquisitions in 2025 and expansions during 2025
and 2026.
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Interest
income decreased 5% from $2.1 million for the three months ended June 30, 2025 to $2.0 million for the three months ended June 30, 2026.
Interest income decreased 4% from $4.3 million for the six months ended June 30, 2025 to $4.1 million for the six months ended June 30,
2026. This decrease was primarily due to the decreased interest earned on our excess cash, partially offset by an increase in the average
balance of notes receivable. The average balance of notes receivable was $102.7 million and $92.3 million at June 30, 2026 and 2025,
respectively.
Dividend
income remained relatively stable for the three and six months ended June 30, 2026 compared to the three and six months ended June 30,
2025.
For
the three months ended June 30, 2026, the Company had a net gain of $3.2 million on our securities portfolio. For the six months ended
June 30, 2026, the Company had a net gain of $5.9 million on our securities portfolio consisting of an increase in fair value of marketable
securities of $42.3 million partially offset by a loss on sales of marketable securities of $36.4 million. The Company had a decrease
in the fair value of marketable securities of $175,000 and $1.7 million for the three and six months ended June 30, 2025, respectively.
As of June 30, 2026, the Company had total net unrealized gains of $1.5 million in its REIT securities portfolio.
Interest
expense, including amortization of financing costs, increased 31% from $7.4 million for the three months ended June 30, 2025 to $9.7
million for the three months ended June 30, 2026. Interest expense, including amortization of financing costs, increased 41% from $13.3
million for the six months ended June 30, 2025 to $18.8 million for the six months ended June 30, 2026. The average balance of our total
debt increased from $636.9 million at June 30, 2025 to $775.4 million at June 30, 2026. The weighted average interest rate on our total
debt increased from 4.5% at June 30, 2025 to 4.9% at June 30, 2026, respectively.
Changes
in Financial Condition
Total
investment property increased 3% or $51.8 million during the six months ended June 30, 2026. In addition to adding 180 rental homes,
net of 84 rental homes sold to its communities during the six months ended June 30, 2026, the Company is preparing sites for additional
homes to be added during the year. Occupied rentals increased by 481 rental homes from December 31, 2025 to June 30, 2026. The Company’s
occupancy rate on its rental homes portfolio increased 150 basis points and was 95.3% at June 30, 2026 as compared to 93.8% at December
31, 2025.
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Marketable
securities increased 25% or $5.9 million during the six months ended June 30, 2026 due to the net increase in the fair value.
Land
development costs increased 59% or $23.5 million during the six months ended June 30, 2026 due to an increase in expansion projects.
Since 2018, the Company has built 1,056 expansion sites in 16 communities. Occupancy levels at these sites are at approximately 55%.
Once fully occupied, these sites will contribute to increased community operating income. The Company currently has approximately 1,044
expansion sites in the approval process, including one greenfield development in Coxsackie, NY for approximately 360 sites.
Mortgages
payable, net of unamortized debt issuance costs, decreased 2% or $10.8 million during the six months ended June 30, 2026, due to mortgage
payoffs of approximately $6.7 million and principal payments.
Loans
payable, net of unamortized debt issuance costs, increased 137% or $38.1 million during the six months ended June 30, 2026. This increase
was due to $40 million being drawn down on our unsecured line of credit, plus an increase due to the amortization of debt issuance costs
of $622,000, offset by the paydown of $617,000 on our revolving lines of credit used to purchase home inventory and $1.9 million of debt
issuance costs incurred to expand and extend our existing unsecured line of credit.
Liquidity
and Capital Resources
The
Company’s focus is on real estate investments, including investment in rental homes. The Company’s principal liquidity demands
have historically been, and are expected to continue to be, distributions to the Company’s shareholders, acquisitions, capital
improvements, development and expansions of properties, debt service, purchases of manufactured home inventory and rental homes, financing
of manufactured home sales and payments of expenses relating to real estate operations. We anticipate that the liquidity demands of the
recent properties acquired will be met by the operations of these acquisitions. The Company’s ability to generate cash adequate
to meet these demands is dependent primarily on income from its real estate investments, the sale of real estate investments, refinancing
of mortgage debt, leveraging of real estate investments, availability of bank borrowings, lines of credit, and other incurrence of indebtedness,
proceeds from the DRIP, and access to the capital markets, including through its Common and Preferred ATM Programs.
In
addition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions.
The Company may sell marketable securities from its investment portfolio, borrow on its unsecured credit facility or lines of
credit, incur other indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets,
including through the Company’s ATM Programs. In order to provide financial flexibility to opportunistically access the
capital markets, the Company implemented a September 2024 Common ATM Program which allows the Company to offer and sell shares of
the Company’s common stock, having an aggregate sales price of up to $150 million, from time to time through the Distribution
Agents. As of June 30, 2026, $44.6 million of common stock remained eligible for sale under the September 2024 Common ATM Program.
Additionally, the Company implemented a 2025 Preferred ATM Program which allows the Company to offer and sell shares of the
Company’s Series D Preferred Stock having an aggregate sales price of up to $100 million from time to time through B. Riley,
as Distribution Agent. On May 11, 2026, the Company amended and restated its existing at-market issuance sale agreement for the 2025
Preferred ATM Program with B. Riley Securities, Inc. to add Cantor Fitzgerald & Co. and Maxim Group LLC (each, a
“Distribution Agent” and, collectively with B. Riley Securities, Inc., the “Distribution Agents”). The Distribution Agents are not
required to sell any specific number or dollar amount of securities, but will use their commercially reasonable efforts consistent
with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company.
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As
of June 30, 2026, $89.9 million of Series D Preferred Stock remained eligible for sale under the 2025 Preferred ATM Program.
The
Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time
are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto
otherwise vacant sites. As part of this plan, we intend to continue to seek opportunities, through our opportunity zone fund, to acquire
communities that require substantial capital investment and are located in qualified opportunity zones. In addition, on behalf of our
joint venture with Nuveen Real Estate, we will continue to seek opportunities to acquire manufactured home communities that are under
development and/or newly developed and meet certain other investment guidelines. There is no guarantee that any of these additional opportunities
will materialize or that the Company will be able to take advantage of such opportunities. The growth of our real estate portfolio and
success of our joint venture depends on the availability of suitable properties which meet the Company’s investment criteria and
appropriate financing. Competition in the market areas in which the Company operates is significant. To the extent that funds or appropriate
communities are not available, fewer acquisitions will be made.
The
Company continues to strengthen its capital and liquidity positions. During the six months ended June 30, 2026, the Company issued and
sold 419,000 shares of Series D Preferred Stock through our 2025 Preferred ATM Program, at a weighted average price of $21.75 per share,
generating gross proceeds of $9.1 million and net proceeds of $8.6 million, after offering expenses. During the six months ended June
30, 2026, the Company did not sell any shares of common stock under our September 2024 Common ATM Program. Furthermore, the Company has
not sold any shares under the September 2024 Common ATM Program since September 2025.
The
Company also raised $4.6 million from the issuance of common stock in the DRIP during the six months ended June 30, 2026, which included
dividend reinvestments of $2.0 million. Dividends paid on the common stock for the six months ended June 30, 2026 were $38.3 million,
including $2.0 million reinvested. Dividends paid on the Series D Preferred Stock for the six months ended June 30, 2026 totaled $10.4
million.
Net
cash provided by operating activities amounted to $45.6 million and $37.2 million for the six months ended June 30, 2026 and 2025,
respectively. As of June 30, 2026, the Company had cash and cash equivalents of $28.6 million, marketable securities of $29.7
million and $220 million available on our credit facility, with a potential total availability of up to $600 million pursuant to an
accordion feature. We also had approximately $129 million available on our revolving lines of credit for the financing of home sales
and purchases of inventory and $55 million available on our lines of credit secured by rental homes and rental homes
leases.
37
On
May 7, 2026, we entered into a Third Amended and Restated Credit Agreement (the “Amendment”) to expand and extend our existing
unsecured revolving credit facility (the “Facility”). The Facility is syndicated with three banks, BMO Capital Markets Corp.
(“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as joint
lead arrangers and joint book runners, with BMO Bank, N.A. as administrative agent. The Facility provides for $260 million in available
borrowings with a $340 million accordion feature, bringing the total potential availability up to $600 million, subject to certain conditions
including obtaining commitments from additional lenders. The Amendment also extends the maturity date of the Facility from November 7,
2026 to May 7, 2030, with a further one-year extension available at our option, subject to certain conditions including payment of an
extension fee. Availability under the amended Facility is limited to 60% of the value of a pool of unencumbered communities owned 100%
by us. The value of these unencumbered communities increased through the reduction of the capitalization rate from 6.5% to now 6.0% applied
to the Net Operating Income (“NOI”) generated by these unencumbered communities. Interest is based on the Company’s
overall leverage ratio and has been reduced by approximately 35 to 40 basis points, depending on the Company’s overall leverage
ratio, and is now equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.30% to 1.90%, or BMO’s prime lending
rate plus 0.30% to 0.90%.
The
Company owns a portfolio of 145 manufactured home communities, of which 142 are majority owned and are included in our consolidated operations
with the remaining three owned through our joint ventures with Nuveen Real Estate. Of the 142 majority owned communities, 140 are owned
100% by the Company, of which 60 are unencumbered and are eligible to be included in the unencumbered asset pool under our unsecured
revolving credit facility. We may choose to exclude any of these communities from the unencumbered asset pool so that we can raise additional
funds by obtaining community level mortgage debt on these communities. Our marketable securities, unencumbered properties, and lines
of credit provide the Company with additional liquidity. The Company holds a 40% equity interest in the entities formed under its joint
ventures with Nuveen, which owns three newly developed communities that are unencumbered.
As
of June 30, 2026, the Company had total assets of $1.7 billion and total liabilities of $821.0 million. The Company’s net debt
(net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of June 30, 2026 was approximately
32% and the Company’s net debt, less securities to total market capitalization as of June 30, 2026 was approximately 30%. As of
June 30, 2026, the Company had six mortgages totaling $56.3 million due within the next 12 months. The Company believes that it has the
ability to meet its obligations and to generate funds for new investments.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements.
38
Cautionary
Statement Regarding Forward-Looking Statements
Statements
contained in this Form 10-Q, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include
statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance
and underlying assumptions and other statements that are not historical facts. Forward-looking statements can be identified by their
use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,”
“intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those
words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The
forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all
information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and
expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described
below and under the headings “Business”, “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our periodic reports filed with the Securities and Exchange Commission. These
and other risks, uncertainties and factors could cause our actual results to differ materially from those included in any forward-looking
statements we make. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over
time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated
to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important factors that could cause actual results to differ materially from our expectations include, among others:
● changes in the real estate market conditions and general economic conditions;
● the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;
● increased competition in the geographic areas in which we own and operate manufactured housing communities;
● our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;
● our ability to maintain or increase rental rates and occupancy levels;
● changes in market rates of interest;
● inflation and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes;
● our ability to purchase manufactured homes for rental or sale;
● our ability to repay debt financing obligations;
● our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;
● our ability to comply with certain debt covenants;
● our ability to integrate acquired properties and operations into existing operations;
● the availability of other debt and equity financing alternatives;
● continued ability to access the debt or equity markets;
● the loss of any member of our management team;
● our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
39
● the ability of manufactured home buyers to obtain financing;
● the level of repossessions by manufactured home lenders;
● market conditions affecting our investment securities;
● changes in federal or state tax rules or regulations that could have adverse tax consequences;
● our ability to qualify as a real estate investment trust for federal income tax purposes;
● litigation, judgments or settlements, including costs associated with prosecuting or defending claims and any adverse outcomes;
● changes in real estate and zoning laws and regulations;
● legislative or regulatory changes, including changes to laws governing the taxation of REITs;
● risks and uncertainties related to pandemics or other highly infectious or contagious diseases; and
● those risks and uncertainties referenced under the heading “Risk Factors” contained in this Form 10-Q and the Company’s other filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025.
You
should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur.
The forward-looking statements contained in this Form 10-Q speak only as of the date hereof and the Company expressly disclaims any obligation
to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.