UNITED STATES

_____________________________________________________________________________________________


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________


FORM 8-K

______________________________


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  December 15, 2010

______________________________________


UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

______________________________________


Maryland              001-12690                       22-1890929

(State or other jurisdiction   (Commission    (IRS Employer

of incorporation)    File Number)               Identification No.)


Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ     07728

(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code: (732) 577-9997


Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


_____________________________________________________________________________________________



1



Item 2.01

Completion of Acquisition or Disposition of Assets.

     

On December 15, 2010, UMH Properties, Inc. (the “Company”) completed the acquisition of five manufactured home communities – Brookside Village, Maple Manor, Moosic Heights, Oakwood Lake Village and Pleasant View Estates (collectively referred to as the “Properties”) in Pennsylvania from ARCPA Properties, LLC, an unrelated entity.  These five all-age communities total 824 sites situated on 215 acres.  The average occupancy for these communities is approximately 86%.  The aggregate purchase price was approximately $24,250,000.  The Company obtained a $15,000,000 mortgage from KeyBank National Association (“KeyBank”), borrowed $3,000,000 on its unsecured line of credit, and took down the balance from its margin line.  Interest on the KeyBank mortgage is at LIBOR plus 350bp.  This mortgage payable is due on December 15, 2013 but may be extended for an additional year.


Item 9.01

Financial Statements and Exhibits.


(a)

Financial statements of businesses acquired.


Pursuant to Regulation S-X, Rule 3-14, the Company is required to present an audited combined statement of revenue and community operating expenses ( the "Statement") for the properties acquired for the year ended December 31, 2009.  This Statement along with an unaudited combined statement of revenue and community operating expenses for the nine months ended September 30, 2010 is filed herein.


The Company is also required to report the material factors considered in assessing the properties acquired, which are as follows:


Description of Properties


The Properties acquired are five manufactured home communities as follows:


Community

 

Location

 

Number      of Sites

 

Occupancy

 

Average Monthly Lot Rent

         

Brookside Village

 

Berwick, PA

 

171

 

87%

 

$314

Maple Manor

 

Taylor, PA

 

311

 

86%

 

$298

Moosic Heights

 

Avoca, PA

 

153

 

88%

 

$294

Oakwood Lake Village

 

Tunkhannock, PA

 

79

 

97%

 

$303

Pleasant View Estates

 

Bloomsburg, PA

 

110

 

72%

 

$309


These communities are situated on 215 acres, have paved streets and driveways and are located in proximity to the Company’s other communities in Pennsylvania.  Maple Manor and Moosic Heights are serviced by municipal sewer and water systems.  Brookside Village,



2


Oakwood Lake Village and Pleasant View Estates are serviced by private sewer plants and well water.  All leases are either on an annual or month-to-month basis.

 

Investment Property and Capital Improvements


The aggregate purchase price for the Properties is $24,250,000, with allocations among land, site and land improvements, rental homes and accessories, equipment and vehicles and notes receivable.  The estimated federal tax basis of the Properties, including land, is approximately $24,021,000.  For federal income tax purposes, the Properties, exclusive of land, will be depreciated over their estimated useful life (27.5 years) on a straight line basis.  The Company does not anticipate any significant capital improvements.


Property Taxes


The annual real estate taxes on the Properties are anticipated to be approximately $170,000.



Insurance Coverage


Insurance on the Properties will be included with the Company’s overall insurance package.  In the opinion of the Company, this coverage is adequate.

     

After reasonable inquiry, the Company is not aware of any other material factors relating to the properties acquired that would cause the reported financial information not to be necessarily indicative of future operating results.


The Company and its operations are, however, subject to a number of risks and uncertainties.  For a discussion of such risks, see the risks identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 under Item 1A Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission.


(b)

Pro forma financial information.


Pursuant to Regulation S-X, Article 11, the Company is required to present pro forma financial information.  The following pro forma financial information is filed herewith.


-

ProForma Consolidated Balance Sheet as of September 30, 2010

-

ProForma Consolidated Statement of Income for the year ended December 31, 2009

-

ProForma Consolidated Statement of Income for the nine months ended September  30, 2010


(c)

Exhibits.


(10)

Purchase and Sales Agreement

(10.1)

Amendment to Purchase and Sales Agreement

(23.1)

Consent of Independent Registered Public Accounting Firm


3


UMH PROPERTIES, INC.

TABLE OF CONTENTS

Item 9.01

Financial Statements and Exhibits


  

Page

   

(a)

Financial Statements:

 
   
 

Independent Auditors’ Report

5

 

Combined Statement of Revenue and Community Operating Expenses of Brookside Village, Maple Manor, Moosic Heights, Oakwood Lake Village and Pleasant View Estates for the year ended December 31, 2009 (Audited) and for the nine months ended September 30, 2010 (Unaudited)

6

 

Notes to Combined Statement of Revenue and Community Operating Expenses

7

(b)

Pro Forma Financial Information (Unaudited):

9

   
 

ProForma Consolidated Balance Sheet as of September 30, 2010

10

 

Notes to Unaudited Pro Forma Financial Information

12

 

ProForma Consolidated Statement of Income for the year ended December 31, 2009

13

 

Notes to Unaudited Pro Forma Financial Information

14

 

ProForma Consolidated Statement of Income for the nine months ended September  30, 2010

15

 

Notes to Unaudited Pro Forma Financial Information

16

   




4


Independent Auditors’ Report



To the Board of Directors and Shareholders

UMH Properties Inc.


We have audited the accompanying Combined Statement of Revenue and Community Operating Expenses of the Properties known as Brookside Village, Maple Manor, Moosic Heights, Oakwood Lake Village and Pleasant View Estates, (“the Properties”) for the year ended December 31, 2009 (the “Historical Summary”).  This Historical Summary is the responsibility of the Property’s management.  Our responsibility is to express an opinion on this Historical Summary based on our audit.


We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Historical Summary presentation. We believe that our audit provides a reasonable basis for our opinion.


The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in note 2 and is not intended to be a complete presentation of the Properties’ revenues and expenses.


In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the Revenues and Community Operating Expenses of the Properties for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.









/s/  PKF LLP


New York, New York

December 16, 2010






5


Brookside Village

Maple Manor

Moosic Heights

Oakwood Lake Village

Pleasant View Estates



Combined Statement of Revenue and Community Operating Expenses


  

For the Nine

Months Ended September 30, 2010

(Unaudited)

 

For the Year

Ended

December 31, 2009

     

Revenue:

   
 

Rental and Related Income

 $              2,339,000

 

$            3,029,000

     

Community Operating Expenses:

   
 

Real Estate Taxes

                   128,000

 

                  164,000

 

Utilities

                   339,000

 

                  507,000

 

Salaries and Benefits

                   298,000

 

                  378,000

 

Other

                   158,000

 

                  220,000

  

                   923,000

 

               1,269,000

    

Excess of Revenue Over Community

   
 

Operating Expenses

 $              1,416,000

 

 $            1,760,000










See Accompanying Notes to the Combined

Statement of Revenue and Community Operating Expenses




6



Brookside Village

Maple Manor

Moosic Heights

Oakwood Lake Village

Pleasant View Estates



NOTES TO COMBINED STATEMENT OF REVENUE AND COMMUNITY OPERATING EXPENSES


NOTE 1 – BUSINESS AND ORGANIZATION


On December 15, 2010, UMH Properties, Inc. (the “Company”) acquired five manufactured home communities – Brookside Village, Maple Manor, Moosic Heights, Oakwood Lake Village and Pleasant View Estates (collectively referred to as the “Properties”) in Pennsylvania from ARCPA Properties, LLC, an unrelated entity, as follows:


Community

 

Location

 

Number of Sites

 

Occupancy

       

Brookside Village

 

Berwick, PA

 

171

 

87%

Maple Manor

 

Taylor, PA

 

311

 

86%

Moosic Heights

 

Avoca, PA

 

153

 

88%

Oakwood Lake Village

 

Tunkhannock, PA

 

79

 

97%

Pleasant View Estates

 

Bloomsburg, PA

 

110

 

72%


These five all-age communities total 824 sites situated on 215 acres.  The average occupancy for these communities is approximately 86%.  


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The Combined Statement of Revenue and Community Operating Expenses (“Historical Summary”) has been prepared for the purpose of complying with the provisions of Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  The Historical Summary includes the historical revenues and community operating expenses of the Properties, exclusive of interest income, interest expense, depreciation and amortization, and other expenses, which may not be comparable to the corresponding amounts reflected in the future operations of the Properties.




7


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Investment Property and Equipment and Depreciation


Property and equipment are carried at cost.  Maintenance and Repairs are charged to income as incurred and improvements are capitalized.  


Revenue Recognition


Income is derived primarily from the rental of manufactured home sites.  The Company also owns approximately 40 rental units which are rented to residents.  Rental and related income is recognized on the accrual basis.


Subsequent Events


The Company has evaluated subsequent events through December 16, 2010, the date on which the Historical Summary was available to be used.



8


Item 9.01 (b)

Pro Forma Financial Information (Unaudited)


The following pro forma information reflects the acquisition of Brookside Village, Maple Manor, Moosic Heights, Oakwood Lake Village and Pleasant View Estates (collectively referred to as the Properties) by UMH Properties, Inc. (the Company).


The Pro Forma Consolidated Balance Sheet as of September 30, 2010 and the Pro Forma Consolidated Statement of Income for the year ended December 31, 2009 and the nine months ended September 30, 2010 have been prepared to reflect the acquisition and the adjustments described in the accompanying notes.  The historical financial statements of the Properties are for the year ended December 31, 2009 and the nine months ended September 30, 2010.  The pro forma financial information is based on the historical financial statements of the Company and should be read in conjunction with the notes and management's assumptions thereto. The pro forma consolidated balance sheet was prepared as if the acquisition occurred on September 30, 2010.  The pro forma consolidated statement of income for the year ended December 31, 2009 was prepared assuming the acquisition occurred on January 1, 2009. The pro forma consolidated statement of income for the nine months ended September 30, 2010 was prepared assuming the acquisition occurred on January 1, 2010.  The pro forma financial information is unaudited and not necessarily indicative of the actual financial position of the Company as of September 30, 2010 or what the actual results would have been assuming the acquisition had been consummated at the beginning of the periods presented, nor does it purport to represent the future financial position and results of operations for future periods.



9


UMH PROPERTIES, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2010

(Unaudited)


 

 Company

  

 Acquisition of

  

 Company

 

 Historical

(a)

 

the Properties

  

 Pro Forma

        

- ASSETS -

       
        

INVESTMENT PROPERTY AND EQUIPMENT

       

  Land

 $      13,950,214

  

 $        2,033,000

(b)

 

 $     15,983,214

  Site and Land Improvements

      103,458,733

  

         20,688,000

(b)

 

      124,146,733

  Buildings and Improvements

           4,099,325

  

              500,000

(b)

 

          4,599,325

  Rental Homes and Accessories

         21,068,928

  

              800,000

(b)

 

        21,868,928

    Total Investment Property

      142,577,200

  

         24,021,000

  

      166,598,200

  Equipment and Vehicles

           8,064,736

  

                75,000

(b)

 

          8,139,736

    Total Investment Property and Equipment

       150,641,936

  

         24,096,000

  

      174,737,936

  Accumulated Depreciation

       (59,927,166)

  

-0-

  

     (59,927,166)

    Net Investment Property and Equipment

         90,714,770

  

         24,096,000

  

      114,810,770

        

OTHER ASSETS

       

  Cash and Cash Equivalents

           2,053,475

  

-0-

  

          2,053,475

  Securities Available for Sale

         36,575,368

  

-0-

  

        36,575,368

  Inventory of Manufactured Homes

         11,456,900

  

-0-

  

        11,456,900

  Notes and Other Receivables, net

         21,878,658

  

              154,000

(b)

 

        22,032,658

  Unamortized Financing Costs

              812,877

  

-0-

  

             812,877

  Prepaid Expenses

           1,078,145

  

-0-

  

          1,078,145

  Land Development Costs

           4,735,213

  

-0-

  

          4,735,213

    Total Other Assets

         78,590,636

  

                154,000

  

        78,744,636

        

TOTAL ASSETS

 $    169,305,406

  

 $      24,250,000

  

 $   193,555,406

        






See Accompanying Notes to Unaudited Pro Forma Financial Information



10


UMH PROPERTIES, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET (CONT’D)

AS OF SEPTEMBER 30, 2010

(Unaudited)


 

 Company

  

 Acquisition of

  

 Company

 

 Historical

(a)

 

the Properties

  

 Pro Forma

        

- LIABILITIES AND SHAREHOLDERS’ EQUITY -

       

LIABILITIES:

       

MORTGAGES PAYABLE

 $      76,337,178

  

 $      15,000,000

(b)

 

 $     91,337,178

OTHER LIABILITIES

       

  Accounts Payable

           1,111,371

  

-0-

  

          1,111,371

  Loans Payable

         23,671,960

  

           9,250,000

(b)

 

        32,921,960

  Accrued Liabilities and Deposits

           2,283,237

  

-0-

  

          2,283,237

  Tenant Security Deposits

              655,430

  

-0-

  

             655,430

    Total Other Liabilities

         27,721,998

  

           9,250,000

  

        36,971,998

  Total Liabilities

       104,059,176

  

         24,250,000

  

      128,309,176

        

COMMITMENTS AND CONTINGENCIES

       
        

SHAREHOLDERS’ EQUITY:

       

  Common Stock - $.10 par value per share,  20,000,000 shares

             1,309,819

  

-0-

  

           1,309,819

     authorized; 13,098,192 shares issued and outstanding

    

  Excess Stock - $.10 par value per share, 3,000,000 shares

       

     authorized; no shares issued or outstanding

-0-

  

-0-

  

-0-

  Additional Paid-In Capital

         61,603,213

  

-0-

  

        61,603,213

  Accumulated Other Comprehensive Income

           5,240,399

  

-0-

  

          5,240,399

  Accumulated Deficit  

         (2,907,201)

  

-0-

  

       (2,907,201)

  Total Shareholders’ Equity

         65,246,230

  

-0-

  

        65,246,230

        

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 $    169,305,406

  

 $      24,250,000

  

 $   193,555,406

        






See Accompanying Notes to Unaudited Pro Forma Financial Information



11


NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION


ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2010:



(a)

Derived from the Company's unaudited consolidated financial statements as of September 30, 2010.


(b)

Reflects the pro forma acquisition of the Properties valued at $24,250,000, with allocations among land, site and land improvements, rental homes and accessories, equipment and vehicles and notes receivable.  The Company obtained a $15,000,000 mortgage, borrowed $3,000,000 on its unsecured lined of credit, and took down the balance of $6,250,000 from its margin line.  The Company intends to account for this acquisition in accordance with Accounting Standards Codification (ASC) Section 805, Business Combinations.  Accordingly, the purchase price allocation is preliminary and may be subject to change.  The Company will include the accounts of the Properties in its consolidated financial statements.



12


UMH PROPERTIES, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2009

(Unaudited)


 

 Company

  

 Acquisition of

  

 Pro Forma

  

 Company

 

 Historical

(a)

 

 the Properties

(b)

 

 Adjustments

  

 Pro Forma

           

INCOME:

          

  Rental and Related Income

 $26,491,999

  

 $  3,029,000

  

$                -0-

  

 $29,520,999

  Sales of Manufactured Homes

     5,527,253

  

-0-

  

-0-

  

     5,527,253

           

Total Income

   32,019,252

  

                3,029,000

  

-0-

  

   35,048,252

           

EXPENSES:

          

  Community Operating Expenses

   13,200,885

  

                1,269,000

  

-0-

  

   14,469,885

  Cost of  Sales of  Manufactured Homes

     5,060,631

  

-0-

  

-0-

  

     5,060,631

  Selling Expenses

     1,198,921

  

-0-

  

-0-

  

     1,198,921

  General and Administrative

     3,115,501

  

-0-

  

-0-

  

     3,115,501

  Depreciation Expense

     4,082,124

  

-0-

  

           815,000

(c)

 

     4,897,124

  Amortization of Financing Costs

        253,020

  

-0-

  

-0-

  

        253,020

           

Total Expenses

   26,911,082

  

                1,269,000

  

           815,000

  

   28,995,082

           

OTHER INCOME (EXPENSE):

          

  Interest and Dividend Income

     4,584,917

  

-0-

  

-0-

  

     4,584,917

  Loss on Securities Transactions, net

   (1,804,146)

  

-0-

  

-0-

  

  (1,804,146)

  Other Income

          76,172

  

-0-

  

-0-

  

          76,172

  Interest Expense

   (4,455,332)

  

-0-

  

        (793,000)

(d)

 

  (5,248,332)

           

Total Other Income (Expense)

   (1,598,389)

  

-0-

  

        (793,000)

  

  (2,391,389)

           

Income Before Gain on Sales of

          

    Investment Property and Equipment

     3,509,781

  

                1,760,000

  

     (1,608,000)

  

     3,661,781

Gain on Sales of Investment Property and    

         

         179,607

    Equipment

        179,607

  

-0-

  

-0-

  
           

Net Income

 $  3,689,388

  

 $  1,760,000

  

 $  (1,608,000)

  

 $  3,841,388

           

Net Income Per Share -

          

  Basic

 $           0.32

        

 $           0.34

  Diluted

 $           0.32

        

 $           0.34

           

Weighted Average Shares Outstanding:

          

    Basic

   11,412,536

        

   11,412,536

    Diluted

   11,417,664

        

   11,417,664

           


See Accompanying Notes to Unaudited Pro Forma Financial Information



13


NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION


ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2009:


(a)

Derived from the Company's unaudited consolidated financial statements as of December 31, 2009.


(b)

Reflects revenues and community operating expenses as reported by the Properties for the year ended December 31, 2009.


(c)

Reflects the pro forma depreciation expense for the year ended December 31, 2009 based on a 27.5 year estimated useful life for site and land improvements, buildings and improvements and rental homes and accessories for a total cost basis of $21,988,000; and a 5 year estimated useful life for equipment and vehicles with a cost basis of $75,000, as if the properties had been owned for the entire year.


(d)

Reflects the pro forma interest expense on the mortgage and loans payable as if it they were made on January 1, 2009.  Interest on the mortgage is at LIBOR + 350bp (average of 3.8% for the year), interest on the line of credit is at prime (3.25% for the year), and interest on the margin loan is variable (2% for the year).



14


UMH PROPERTIES, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(Unaudited)


 

Company

  

Acquisition of

  

Pro Forma

  

Company

 

Historical

(a)

 

the Properties

(b)

 

Adjustments

  

Pro Forma

           

INCOME:

          

Rental and Related  Income

$  20,563,458

  

 $   2,339,000

  

$                -0-

  

$22,902,458

Sales of Manufactured Homes

3,930,793

  

-0-

  

-0-

  

3,930,793

 

 

        

 

   Total Income

24,494,251

  

          2,339,000

  

-0-

  

26,833,251

           

EXPENSES:

          

Community Operating Expenses

11,039,189

  

             923,000

  

-0-

  

11,962,189

Cost of Sales of  Manufactured Homes

3,711,988

  

-0-

  

-0-

  

3,711,988

Selling Expenses

1,210,136

  

-0-

  

-0-

  

1,210,136

General and  Administrative  Expenses

2,410,378

  

-0-

  

-0-

  

2,410,378

Acquisition Costs

160,058

  

-0-

  

-0-

  

160,058

Depreciation Expense

3,257,794

  

-0-

  

           611,000

(c)

 

3,868,794

Amortization of  Financing Costs

165,858

  

-0-

  

-0-

  

165,858

           

   Total Expenses

21,955,401

  

             923,000

  

           611,000

  

23,489,401

           

OTHER INCOME (EXPENSE):

          

Interest and Dividend  Income

3,486,532

  

-0-

  

-0-

  

3,486,532

Gain on Securities Transactions, net

2,294,542

  

-0-

  

-0-

  

2,294,542

Other Income

44,742

  

-0-

  

-0-

  

44,742

Interest Expense

    (3,809,877)

  

-0-

  

        (594,000)

(d)

 

    (4,403,877)

           

   Total Other Income (Expense)

2,015,939

  

-0-

  

        (594,000)

  

1,421,939

 

 

        

 

Income before Gain on Sales of

          

   Investment Property and Equipment

4,554,789

  

         1,416,000

  

     (1,205,000)

  

4,765,789

Gain on Sales of Investment

          

  Property and Equipment

151

  

-0-

  

-0-

  

151

           

Net Income

$   4,554,940

  

 $   1,416,000

  

 $  (1,205,000)

  

$   4,765,940

           

Net Income per Share -  

          

  Basic

$            0.36

        

$            0.38

  Diluted

$            0.36

        

$            0.38

           

Weighted Average Shares Outstanding -  

          

   Basic

12,552,440

        

12,552,440

   Diluted

12,607,180

        

12,607,180

           


See Accompanying Notes to Unaudited Pro Forma Financial Information



15


NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION


ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010:


(a)

Derived from the Company's unaudited consolidated financial statements for the nine months ended September 30, 2010.


(b)

Reflects revenues and community operating expenses as reported by the Properties for the nine months ended September 30, 2010.


(c)

Reflects the pro forma depreciation expense for the nine months ended September 30, 2010 based on a 27.5 year estimated useful life for site and land improvements, buildings and improvements and rental homes and accessories for a total cost basis of $21,988,000; and a 5 year estimated useful life for equipment and vehicles with a cost basis of $75,000, as if the properties have been owned for the entire period.


(d)

Reflects the pro forma interest expense on the mortgage and loans payable for the nine months ended September 30, 2010.  Interest on the mortgage is at LIBOR + 350bp (average of 3.8% for the period), interest on the line of credit is at prime (3.25% for the period), and interest on the margin loan is variable (2% for the period).




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SIGNATURE


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




UMH Properties, Inc.

 



Date:  December 20, 2010

By:      /s/ Anna T. Chew


Name:

Anna T. Chew

Title:

Vice President and

Chief Financial Officer

 





17


Exhibit Index


Exhibit No.

Description



(10)

Purchase and Sales Agreement


(10.1)

Amendment to Purchase and Sales Agreement


(23.1)

Consent of Independent Registered Public Accounting Firm



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