XML 15 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2011
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Description of the Business


The Company owns and operates forty manufactured home communities containing approximately 8,900 developed sites.  These communities are located in New Jersey, New York, Ohio, Pennsylvania and Tennessee.


These manufactured home communities are listed by trade names as follows:


MANUFACTURED HOME COMMUNITY

          LOCATION

 

 

Allentown

Memphis, Tennessee

Brookside Village

Berwick, Pennsylvania

Brookview Village

Greenfield Center, New York

Cedarcrest

Vineland, New Jersey

City View

Lewistown, Pennsylvania

Clinton Mobile Home Resort

Tiffin, Ohio

Countryside Village

Columbia, Tennessee

Cranberry Village

Cranberry Township, Pennsylvania

Cross Keys Village

Duncansville, Pennsylvania

D & R Village

Clifton Park, New York

 

 



MANUFACTURED HOME COMMUNITY

          LOCATION

 

 

Fairview Manor

Millville, New Jersey

Forest Park Village

Cranberry Township, Pennsylvania

Heather Highlands

Inkerman, Pennsylvania

Highland Estates

Kutztown, Pennsylvania

Kinnebrook

Monticello, New York

Lake Sherman Village

Navarre, Ohio

Laurel Woods

Cresson, Pennsylvania

Maple Manor

Taylor, Pennsylvania

Memphis Mobile City

Memphis, Tennessee

Moosic Heights

Avoca, Pennsylvania

Oakwood Lake Village

Tunkhannock, Pennsylvania

Oxford Village

West Grove, Pennsylvania

Pine Ridge Village/Pine Manor

Carlisle, Pennsylvania

Pine Valley Estates

Apollo, Pennsylvania

Pleasant View Estates

Bloomsburg, Pennsylvania

Port Royal Village

Belle Vernon, Pennsylvania

River Valley Estates

Marion,  Ohio

Sandy Valley Estates

Magnolia, Ohio

Shady Hills

Nashville, Tennessee

Somerset Estates/Whispering Pines

Somerset, Pennsylvania

Southwind Village

Jackson, New Jersey

Spreading Oaks Village

Athens, Ohio

Suburban Estates

Greensburg, Pennsylvania

Sunny Acres

Somerset, Pennsylvania

Trailmont

Goodlettsville, Tennessee

Waterfalls Village

Hamburg, New York

Weatherly Estates

Lebanon, Tennessee

Woodland Manor

West Monroe, New York

Woodlawn Village

Eatontown, New Jersey

Wood Valley

Caledonia, Ohio


Basis of Presentation


The Company prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).  The Company’s subsidiaries are all 100% wholly-owned.  The consolidated financial statements of the Company include all of these subsidiaries.  All intercompany transactions and balances have been eliminated in consolidation.  The Company does not have a majority or minority interest in any other Company, either consolidated or unconsolidated.  


Use of Estimates


In preparing the consolidated financial statements, 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, reserves and accruals, and stock compensation expense.  Actual results could differ significantly from these estimates and assumptions.


Investment Property and Equipment and Depreciation


Property and equipment are carried at cost.  Depreciation for Sites and Building (15 to 27.5 years) is computed principally on the straight-line method over the estimated useful lives of the assets.  Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles (3 to 27.5 years) is computed principally on the straight-line method.  Land Development Costs are not depreciated until they are put in use, at which time they are capitalized as Sites and Land Improvements.  Interest Expense pertaining to Land Development Costs are capitalized.  Maintenance and Repairs are charged to income as incurred and improvements are capitalized.  The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s results of operations.


The Company applies Financial Accounting Standards Board Accounting Standards Codification (ASC) 360-10, Property, Plant & Equipment (ASC 360-10) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded.


Acquisitions


The Company accounts for acquisitions in accordance with Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805).  Upon acquisition of a property, the Company allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes.  The Company allocates the purchase price of an acquired property generally determined by third-party appraisal of the property obtained in conjunction with the purchase.


Effective January 1, 2009 with the adoption of ASC 805, transaction costs, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, related to acquisitions are expensed as incurred.


Unamortized Financing Costs


Costs incurred in connection with obtaining mortgages and other financings and refinancings are deferred and are amortized on a straight-line basis over the term of the related obligations, which is not materially different than the effective interest method.  Unamortized costs are charged to expense upon prepayment of the obligation.  As of December 31, 2011 and 2010, accumulated amortization amounted to $702,460 and $680,344, respectively.  The Company estimates that aggregate amortization expense will be approximately $213,000 for 2012, $162,000 for 2013, $151,000 for 2014, $147,000 for 2015 and $147,000 for 2016.


Cash and Cash Equivalents


Cash and cash equivalents include bank repurchase agreements with original maturities of 90 days or less.  The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits.  The Company has not experienced any losses in these accounts in the past.  The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term in nature.


Securities Available for Sale


Investments in non-real estate assets consist primarily of marketable securities.  The Company individually reviews and evaluates our marketable securities for impairment on a quarterly basis or when events or circumstances occur.  The Company considers, among other things, credit aspects of the issuer, amount of decline in fair value over cost and length of time in a continuous loss position.  The Company has developed a general policy of evaluating whether an unrealized loss is other than temporary.  On a quarterly basis, the Company makes an initial review of every individual security in its portfolio.  If the security is impaired, the Company first determines our intent and ability to hold this investment for a period of time sufficient to allow for any anticipated recovery in market value.  Next, the Company determines the length of time and the extent of the impairment.  Barring other factors, including the downgrading of the security or the cessation of dividends, if the fair value of the security is below cost by less than 20% for less than 6 months and the Company has the intent and ability to hold the security, the security is deemed to not be other than temporarily impaired.  Otherwise, the Company reviews additional information to determine whether the impairment is other than temporary.  The Company discusses and analyzes any relevant information known about the security, such as:  


a.

Whether the decline is attributable to adverse conditions related to the security or to specific conditions in an industry or in a geographic area.

b.

Any downgrading of the security by a rating agency.

c.

Whether the financial condition of the issuer has deteriorated.

d.

Status of dividends – Whether dividends have been reduced or eliminated, or scheduled interest payments have not been made.

e.

Analysis of the underlying assets (including NAV analysis) using independent analysis or recent transactions.


The Company normally holds REIT securities long term and has the ability and intent to hold securities to recovery.  If a decline in fair value is determined to be other than temporary,  an impairment charge is recognized in earnings and the cost basis of the individual security is written down to fair value as the  new cost basis.  


The Company’s securities consist primarily of debt securities and common and preferred stock of other REITs.  These securities are all publicly-traded and purchased on the open market, through private transactions or through dividend reinvestment plans.  These securities are classified among three categories:  held-to-maturity, trading and available-for-sale.  As of December 31, 2011 and 2010, the Company’s securities are all classified as available-for-sale and are carried at fair value based upon quoted market prices.  Gains or losses on the sale of securities are based on identifiable cost and are accounted for on a trade date basis.  Unrealized holding gains and losses are excluded from earnings and reported as a separate component of Shareholders’ Equity until realized.  


Derivative Instruments and Hedging Activities


The Company's primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows.  The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt.  The Company does not enter into derivative instruments for speculative purposes.  The Company had entered into various interest rate swap agreements that had the effect of fixing interest rates relative to specific mortgage loans.  The Company’s interest rate swap agreements were based upon 30-day LIBOR.  The scheduled maturity dates, payment dates and the notional amounts of the interest rate swap agreements coincided with those of the underlying mortgages.  As of December 31, 2011 and 2010, there were no interest rate swap agreements outstanding.


These interest rate swaps in 2009 did not qualify for hedge accounting under ASC 815-10, Derivatives and Hedging, which therefore resulted in all fair value adjustments to the carrying value of the derivatives being recorded as a component of current period earnings.  The Company has recorded as a reduction to interest expense, non-cash fair value adjustment of $390,934 for the year ended December 31, 2009, based upon the change in fair value of the Company’s interest rate swaps.  This non-cash valuation adjustment was not settled for cash since the Company did not terminate the swap prior to maturity.


Inventory of Manufactured Homes


Inventory of manufactured homes is valued at the lower of cost or market value and is determined by the specific identification method.  All inventory is considered finished goods.


Accounts, Notes and Other Receivables


The Company’s accounts, notes and other receivables are stated at their outstanding balance reduced by an allowance for uncollectible accounts.  The Company evaluates the recoverability of its receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan or lease agreements.  The collectibility of loans is measured based on the present value of the expected future cash flow discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.  Total notes receivables at December 31, 2011 and 2010 was $19,687,511 and $20,660,274, respectively.  At December 31, 2011 and 2010, the reserves for uncollectible accounts, notes and other receivables were $812,521 and $873,694, respectively.  For the years ended December 31, 2011, 2010 and 2009, the provisions for uncollectible notes and other receivables were $461,668, $471,815 and $332,907, respectively.  Charge-offs and other adjustments related to repossessed homes for the years ended December 31, 2011, 2010 and 2009 amounted to $522,841, $837,530 and $520,464, respectively.


The Company’s notes receivable primarily consists of installment loans collateralized by manufactured homes with principal and interest payable monthly.  The average interest rate on these loans is approximately 10%.  The average maturity is approximately 10 years.  


Revenue Recognition


The Company derives its income primarily from the rental of manufactured home sites.  The Company also owns approximately 900 rental units which are rented to residents.  Rental and related income is recognized on the accrual basis over the term of the lease, which is typically one year or less.


Sale of manufactured homes is recognized on the full accrual basis when certain criteria are met.  These criteria include the following:  (a) initial and continuing payment by the buyer must be adequate:  (b) the receivable, if any, is not subject to future subordination; (c) the benefits and risks of ownership are substantially transferred to the buyer; and (d) the Company does not have a substantial continued involvement with the home after the sale.  Alternatively, when the foregoing criteria are not met, the Company recognizes gains by the installment method.  Interest income on loans receivable is not accrued when, in the opinion of management, the collection of such interest appears doubtful.


Net Income Per Share


Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period (14,506,679, 12,767,904 and 11,412,536 in 2011, 2010 and 2009, respectively).  Diluted net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding plus the weighted-average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method (14,562,018, 12,822,644 and 11,417,664 in 2011, 2010 and 2009, respectively) (See Note 6).  Options in the amount of 55,339, 54,740 and 5,128 for 2011, 2010 and 2009, respectively, are included in the diluted weighted average shares outstanding.  As of December 31, 2011, 2010 and 2009, options to purchase 547,000, 518,000 and 594,000 shares, respectively, were antidilutive.


Stock Option Plans


The Company accounts for awards of stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation.  ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).  The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures.  The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures.  The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs of $295,042, $101,004 and $36,283 have been recognized in 2011, 2010 and 2009, respectively.  Included in Note 6 to these consolidated financial statements are the assumptions and methodology.


Comprehensive Income (Loss)


Comprehensive income (loss) is comprised of net income and other comprehensive income (loss).  Other comprehensive income (loss) consists of the change in unrealized gains or losses on securities available for sale.  Comprehensive income is presented in the consolidated statements of shareholders’ equity and comprehensive income.




New Accounting Pronouncements


In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505) – Accounting for Distributions to Shareholders with Components of Stock and Cash. ASU 2010-01 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a potential limitation on the amount of cash that all shareholders can elect to receive is considered a share issuance. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. The adoption of ASU 2010-01 did not have any impact on our financial position, results of operations or cash flows since UMH distributed only cash dividends.


In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted.  The adoption of ASU 2010-06 did not have a material impact on our financial position, results of operations or cash flows.


In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, which amends ASC Topic 310, “Receivables,” which will require significant new disclosures about the allowance for credit losses and the credit quality of an entity’s financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of financing receivables by disclosing an evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. The new and amended disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The new and amended disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The adoption of ASU 2010-20 did not have a material impact on our financial position, results of operations or cash flows.  


In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations.  ASU 2010-29 addresses the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in ASU 2010-29 specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments in ASU 2010-29 also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  The adoption of ASU 2010-29 did not have a material impact on our financial position, results of operations or cash flows.


In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.  The pronouncement was issued to provide a uniform framework for fair value measurements and related disclosures between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2011.  The adoption of ASU 2011-04 will not have a material impact on our financial position, results of operations or cash flows.


In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income.  ASU 2011-05 allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The adoption of ASU 2011-05 will not have a material impact on our financial position, results of operations or cash flows.